notice of annual general meeting 2021

The shareholders of Akelius Residential Property AB (publ) are summoned to the annual general meeting,
2021-04-09.

For the purpose of countering the spread of the Corona virus, the board of directors has resolved that the annual general meeting shall be carried out through postal voting alone, without physical presence of shareholders, representatives and third parties.

The shareholders will be able to participate in a digital presentation and Q&A meeting with the Chairman of the board, CEO, CFO and auditor to be held at 10.00 on 2021-04-07.
A shareholder who wishes to participate shall so indicate by e-mail to agm@akelius.se no later than 2021-03-30.

right to participate and registration

Shareholders who wish to participate in the meeting via postal voting must be included in the share register kept by Euroclear Sweden AB no later than 2021‑03‑30,
and have notified the Company of their attendance at the meeting by casting their postal vote in accordance with the instructions under the heading “postal voting” below so that it has been received by Euroclear Sweden AB no later than
2021-04-08.
The exercise of voting rights in accordance with the postal voting procedure will be considered as a notification from the shareholder to attend the meeting.

trustee-registered shares

A person who has registered the shares with a trustee must, in order to be entitled to participate in the meeting,
instruct the trustee to register the shares for voting in his or her own name.
Shareholders who wish for such re-registration must request it from their trustee in good time before 2021‑03‑30.

Such registration may be temporary, so-called voting right registration, and may be requested from the trustee in accordance with the trustee’s procedures at a time in advance as determined by the trustee.
Voting rights registered not later than the second banking day after 2021-03-30 are taken into account in the preparation of the share register.

postal voting

The board has decided that the shareholders may only exercise their voting rights by postal voting pursuant to Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2020:198).

For postal voting, a special form must be used, which is available on the Company’s website, akelius.se and at the Company’s headquarters, Rosenlundsgatan 50, 100 64 Stockholm.
Furthermore, the form will serve as notification of participation in the annual general meeting.
A completed and signed form for postal voting should be sent by regular mail to Akelius Residential Property AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingServices@euroclear.com and must be received by Euroclear Sweden AB by 2021-04-08 at the latest.
Shareholders who are natural persons can also cast their postal vote electronically by verifying their identity using BankID on the website of Euroclear Sweden AB, https://anmalan.vpc.se/euroclearproxy no later than 23:59 on 2021-04-08.
If the shareholder is postal voting through a representative, the power of attorney must be enclosed with the form.
A form for power of attorney (proxy) is available on the Company’s website, akelius.se.
If the shareholder is a legal entity, proof of registration or other authorization document must be enclosed with the form.

Shareholders are not allowed to include special instructions or conditions in the postal vote.
If special instructions or conditions are included, such a postal vote is rendered invalid.
Further information and conditions can be found on the postal voting form and on https://anmalan.vpc.se/euroclearproxy.

Votes received later than 2021-04-08 will be disregarded.

For questions about the postal voting form, please contact Euroclear Sweden AB: tel. +46 (0)8 402 91 33 on Monday to Friday between 9:00 a.m. - 4:00 p.m.

processing of personal data

Shareholder personal data collected from the share register,
notification of participation at the annual general meeting and data on representatives and assistants will be used for registration,
drawing up of voting register and,
where applicable, minutes of the general meeting.
The personal data is processed in accordance with the General Data Protection Regulation (GDPR).

For additional information on Akelius’ processing of personal data and your rights,
see the Company’s information on processing of shareholder personal data on the Company's website www.akelius.com/shareholder-information/general-meeting.

proposed agenda

1. opening of the annual general meeting

2. election of the chairman of the meeting
3. preparation and approval of the voting register
4. election of one or two persons to verify the minutes
5. determination of whether the meeting has been duly convened
6. approval of the agenda
7. presentation of the annual report and auditor's report for the financial year 2020, the consolidated accounts and group audit report for the financial year 2020 as well as the sustainability report for the financial year 2020
8. resolutions on:
   1. adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet,
   2. allocation regarding the Company’s profit in accordance with the adopted balance sheet, and
   3. discharge from liability for the board members and the managing director
9. determination of board and auditor's remuneration
10. determination of number of board members and auditors.
    Election of board members and election of auditors or registered auditing companies
11. resolution on nomination committee
12. resolution on change to the articles of association regarding payment dates for class A and D ordinary share dividend
13. closing of the annual general meeting

resolution proposals

item 2 – election of the chairman of the meeting
The board proposes that the annual general meeting shall appoint the Company’s General Counsel Jonas Rogberg to be the chairman of the meeting, or if he is unable to attend, any other person proposed by the board.

item 8b – allocation and distribution of profits
The board proposes that a dividend of maximum EUR 0.10 per class D ordinary share shall be distributed.
In total, the distribution of profits on class D ordinary shares shall be paid in the amount corresponding to a maximum of EUR 22,000,000.

The dividend shall be divided into four payments of EUR 0.025 per class D ordinary share at the respective dividend payment date.
The record dates are proposed to be on 2021‑05‑05,
2021‑08‑05,
2021‑11‑05 and
2022‑02‑04.
The dividend is expected to be paid on 2021-05‑10,
2021-08-10,
2021-11-10 and
2022‑02‑09 respectively.

The board proposes that a dividend of EUR 0.0375 per class A ordinary share shall be distributed.
In total, the distribution of dividends on class A ordinary shares will be paid in the amount of EUR 119,692,842.75.

The board proposes that the annual general meeting authorizes the board to determine the record date and payment date for the distribution of dividend on the class A ordinary shares.

The board proposes that the remaining recorded profit be balanced on a new account.

item 9 – determination of board and auditor’s remuneration
It is proposed that remuneration shall be paid to the chairman of the board in the amount of SEK 500,000, in 2020: SEK 500,000, and
to other board members with SEK 300,000 each, in 2020: SEK 300,000.
No remuneration will be paid to board members who are employees in the group.
Furthermore, it is proposed that the auditors' remuneration shall be paid in accordance with approved invoices.

item 10 – determination of number of board members and auditors.
Election of board members and election of auditors or registered auditing companies
It is proposed that the annual general meeting shall decide that, until the end of the next annual general meeting, the board shall consist of five ordinary members and no deputy members
and that the Company shall continue to have a registered auditing firm as auditor.

Furthermore, the annual general meeting is proposed to re-elect Kerstin Engström, Igor Rogulj, Anders Lindskog, Thure Lundberg and Lars Åhrman, as members of the board of directors, until the end of the next annual general meeting.

It is proposed that the board of directors elects one of its members as chairman of the board.

For the period until the next annual general meeting, the annual general meeting is proposed to elect the registered auditing firm Ernst & Young AB to be the auditor of the Company.
In the event that Ernst & Young AB is elected, the auditing firm has informed the board that the Authorized Public Accountant Jonas Svensson will be appointed auditor in charge.

item 11 – resolution on nomination committee
It is proposed that a nomination committee be established which shall consist of three members, each representing one of the three owners with the largest voting power.

The selection of the three largest shareholders shall be made on the basis of the share register of the Company kept by Euroclear Sweden AB as of the last banking day in September 2021.
At the earliest convenient date after the end of September 2021 the chairman of the board shall contact the three shareholders with the largest number of voting rights, as determined above, and will request that they each appoint a member to the nomination committee.
If any of the shareholders decline their right to appoint a member to the nomination committee, the shareholder with the next largest voting power shall be provided with the opportunity to appoint a member.
The chairman of the nomination committee shall be the member that represents the shareholder with the largest voting power in the Company.
The chairman of the nomination committee shall have the deciding vote.
If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, then the nomination committee shall appoint a new member.

The nomination committee shall prepare the following proposals to be submitted to the 2022 annual general meeting for resolution:

a) proposal regarding chairman of the annual general meeting,

b) proposal regarding the number of board members,

c) proposal regarding election of board members and chairman of the board of directors,

d) proposal regarding directors’ fees for each of the directors as well as remuneration for committee work,

e) proposal regarding election of auditors,

f) proposal regarding auditor’s fees, and

g) proposal regarding nomination committee.

No remuneration shall be paid to the members of the nomination committee.
The nomination committee may charge the Company reasonable costs for travelling and investigations.

item 12 – resolutions on change to the articles of association regarding payment dates for class A and D ordinary share dividend
To ensure alignment of dividend payments with available payment infrastructure, the board proposes that the annual general meeting resolves to change the Company’s articles of association in order to amend the payment dates from the record date(s) for class A and D ordinary share dividend from three to five days from the record date(s).

It is proposed to authorize the CEO to make such minor adjustments to this resolution that may be necessary in connection with the registration hereof.

other matters
The resolution of the annual general meeting pursuant to item 12 is valid only if the resolution is agreed upon by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the general meeting.

The annual report, consolidated accounts, auditor's report and auditor's opinion, sustainability report and the board's complete proposals for resolutions and related documents will be available at the Company's office,
Rosenlundsgatan 50, 100 64 Stockholm,
and at the Company's website at the address www.akelius.com/shareholder-information/general-meeting  no later than three weeks before the annual general meeting.
The documents will be sent to shareholders who request it and state their postal address and will also be available at the meeting.
The documents will be submitted to the annual general meeting.

Shareholders have the right to request information regarding,
on the one hand, conditions that may affect the assessment of a matter on the agenda
and conditions that may affect the assessment of the Company's financial situation.
Such a request must be submitted in writing to the Company at the latest ten (10) days prior to the annual general meeting.
The board and the managing director shall disclose such information if the board considers that it can be done without material damage to the Company.
The disclosure obligation also applies to the Company's relation to other group companies, the consolidated accounts and such circumstances as regards subsidiaries mentioned above.

Stockholm in March 2021

Akelius Residential Property AB (publ)

The Board of Directors
 

In the event of conflict in interpretation or differences between this notice and the Swedish version,
the Swedish version shall have priority.
Akelius Residential Property AB’s (publ) D-shares are listed on Nasdaq First North Growth Market Stockholm.
Avanza Bank is the Certified Adviser of the Company, ca@avanza.se, +46-8-409 421 20.