notice of annual general meeting 2024
The shareholders of Akelius Residential Property AB (publ) are summoned to the annual general meeting, 2024-04-18 at 10:00,
IVA Konferenscenter, Grev Turegatan 16, Stockholm.
The Board of Directors has in accordance with the articles of association resolved that the shareholders shall be able to exercise their voting rights by mail before the annual general meeting.
right to participate and registration
Shareholders who wish to participate in the meeting in person must be included in the share register kept by Euroclear Sweden AB no later than 2024-04-10 and notify their attendance at the meeting and any number of assistants, no more than two,
to the Company no later than 2024-04-12.
A notification of participation must be made in writing to Akelius Residential Property AB (publ), Box 5836, 102 48 Stockholm or by e-mail to agm@akelius.se.
Please provide
- name
- personal identity or corporate registration number
- address
- telephone number
- shareholding
- any assistants at the time of notification
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 2024‑04‑10,
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 2024‑04‑12.
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 2024-04-10.
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 2024-04-10 are taken into account in the preparation of the share register.
representatives
Shareholders to be represented in person must issue a written and dated power of attorney.
The person who represents a legal entity shall display a copy of the registration certificate or equivalent document of authority which expresses the authorized signatories.
The power of attorney must not be older than one year unless the term of validity, no more than five years, is stated in the power of attorney.
A power of attorney in original form, registration certificate, and corresponding authorization documents must be sent to the Company at the above address in good time before the annual general meeting.
A power of attorney form is available on the Company's website www.akelius.com/en/investor/governance/general-meeting.
postal voting
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, Engelbrektsgatan 9-11, 102 48 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 GeneralMeetingService@euroclear.com or at https://anmalan.vpc.se/euroclearproxy and must be received by Euroclear Sweden AB by 2024‑04‑12 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 2024‑04-12.
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 2024‑04‑12 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 09.00 a.m. to 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
- opening of the annual general meeting
- election of the chairman of the meeting
- preparation and approval of the voting register
- election of one or two persons to verify the minutes
- determination of whether the meeting has been duly convened
- approval of the agenda
- presentation of the annual report, including the sustainability report, and auditor's report for the financial year 2023, the consolidated accounts and group audit report for the financial year 2023
- resolutions on
- adoption of profit and loss account and balance sheet and consolidated profit and loss account and consolidated balance sheet,
- allocation regarding the Company’s profit in accordance with the adopted balance sheet, and
- discharge from liability for the board members and the CEO
- determination of board and auditor's remuneration
- determination of number of board members and auditors. Election of board members and election of auditors or registered auditing companies
- decision to amend the articles of association
- resolution on instructions for appointment of nomination committee and the nomination committee’s assignment
- resolution on approval of the board’s decision to issue new class A ordinary shares
- resolution on mandate for the board to issue new class A ordinary shares
- closing of the annual general meeting
resolution proposals
item 2 – election of the chairman of the meeting
The nomination committee, appointed in accordance with the instructions for the nomination committee resolved by the 2023 annual general meeting, proposes that the annual general meeting shall appoint General Counsel Jonas Rogberg to be the chairman of the meeting,
or if he is unable to attend, any other person proposed by the nomination committee.
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 2024‑05-03,
2024‑08‑05,
2024‑11‑05 and
2025‑02‑05.
The dividend is expected to be paid on 2024‑05‑13,
2024-08-12,
2024-11-12 and
2025‑02‑12 respectively.
The board proposes that the remaining recorded profit be balanced on a new account.
item 9 - determination of board and auditor’s remuneration
The nomination committee proposes that remuneration shall be paid to the chairman of the board in the amount of SEK 600,000 (SEK 585,000) and each of the other board members SEK 360,000 (SEK 350,000).
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
The nomination committee proposes 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 Pål Ahlsén, Kerstin Engström, Thure Lundberg, Igor Rogulj and Ralf Spann as members of the board of directors,
until the end of the next annual general meeting.
It is also proposed that Pål Ahlsén is re-elected 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 EY AB to be the auditor of the Company.
If EY 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 - decision to amend the articles of association
The board of directors proposes that the annual general meeting resolves to amend the articles of association.
It is proposed to amend the minimum and maximum amount of share capital as well as the minimum and maximum amount of shares.
§ 4 Proposed wording
The share capital shall be not less than EUR 250,000,000 and not more than EUR 1,000,000,000.
§ 5 item 1 Proposed wording
The number of shares shall be not less than 2,500,000,000 and not more than 10,000,000,000.
item 12 - resolution on instructions for appointment of nomination committee and the nomination committee’s assignment
The nomination committee proposes that a new 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 based on the share register of the Company kept by Euroclear Sweden AB as of the last banking day in September each year.
At the earliest convenient date after the end of September each year, 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 next 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) any changes of the instructions for the 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.
This instruction shall apply until further notice.
item 13 - resolution on approval of the board’s decision to issue new class A ordinary shares
Subject to the approval of the shareholders’ meeting, the board has resolved upon a new issue of not more than 330,000,000 class A ordinary shares through which the company’s share capital shall be increased by not more than EUR 19,265,760.462392.
The following terms and conditions apply.
1. The new class A ordinary shares will be issued at a subscription price of EUR 1.52 per share. The additional subscription amount, i.e.the total subscription amount less the quotient value of the new shares, shall be transferred to the company's free equity fund.
2. The right to subscribe for the new class A ordinary shares shall, with preferential rights, belong to those shareholders who, on the reconciliation date for the share issue, are registered as shareholders of class A ordinary shares in relation to the amount of class A ordinary shares that they already hold (primary preferential rights).
3. Shares not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the so offered shares are not enough for the subscription carried out with subsidiary preferential rights, the shares shall be divided between the subscribers pro rata in relation to the total amount of existing shares they hold in the company, regardless of whether their shares are class A or D ordinary shares. To the extent this cannot be carried out in relation to one or more shares, the allocation shall be made by drawing of lots.
4. The reconciliation date shall be one week from the date of the resolution by the board of directors to on the issue of new shares and subscription through payment for the newly issued class A ordinary shares shall take place within three weeks of the date of the resolution by the board of directors on the issue of new shares.
5. The new shares shall entitle the holder to rights to receive dividend, the first time on the reconciliation date for dividend which occurs immediately after the new ordinary shares have been included into the share register kept by Euroclear Sweden AB.
6. A resolution in accordance with the proposal does not necessitate a change of the articles of association.
7. Class A ordinary shares are subject to a share conversion clause in accordance with the Companies Act (2005:551), Chapter 4, § 6.
8. The shareholders of all class A ordinary shares have undertaken to subscribe for all shares in the new issue.
9. The share issue is conditioned upon the approval of a shareholders’ meeting in the Company in accordance with the Companies Act (2005:551), Chapter 13, § 31.
10. It is proposed to authorize the board, or whomever is appointed by the board, to make such minor adjustments to this resolution that may be necessary in connection with the registration hereof.
item 14 - resolution on mandate for the board to issue new class A ordinary shares
The board proposes that the annual general meeting resolves to give the board a mandate to, at one or more occasions, during the time until the annual general meeting in 2025, resolve to issue new class A ordinary shares with preference rights for the owners of class A ordinary shares for the purpose of strengthening the financial position of the company. The total amount of shares that may be issued subject to the mandate shall be no more than the number of shares which correspond to a total issue amount of approximately EUR 680,000,000 and may not lead to the Company’s share capital exceeding the limits in the articles of association. Other issue conditions are to be determined by the board.
It is proposed to authorize the board, or whomever is appointed by the board, to make such minor adjustments to this resolution that may be necessary in connection with the registration hereof.
other matters
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, Engelbrektsgatan 9-11, Stockholm, and at the Company's website at the address www.akelius.com/en/investor/governance/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.
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 2024
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.