NOTICE TO EXTRAORDINARY GENERAL MEETING IN QUARTIERS PROPERTIES AB (PUBL)
The shareholders of Quartiers Properties AB (publ), reg. no 556975-7684 (the "Company"), are hereby summoned to the extraordinary general meeting on Thursday 20 July 2023 at 10.00 a.m. at Qap Legal Advisors' premises at Norrlandsgatan 7 in Stockholm, Sweden.
Right to attend and notification
Shareholders who wish to attend the meeting must:
- be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 12 July 2023,
- notify the Company of their participation no later than Friday 14 July 2023.
Notice shall be made in writing via e-mail to info@qaplegal.com or by regular mail to Qap Legal Advisors AB, att: ”EGM Quartiers Properties”, Norrlandsgatan 7-9, 111 43 Stockholm, Sweden. The notification shall include name, personal identity no or corporate registration no, shareholding, address, telephone number and, when applicable, information about representatives, proxies, and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, have their shares registered in their own name in the share register maintained by Euroclear Sweden AB. Such re-registration may be temporary (so-called voting rights registration) and must be completed no later than 12 July 2023. Shareholders must therefore contact their nominee in good time according to the nominee's procedures and request such voting rights registration. Voting rights registration made by the nominee no later than Friday 14 July 2023 will be taken into account in the preparation of the share register.
Proxy etc.
If shareholders are represented by a proxy, the proxy must have a written, dated, and signed (by the shareholder) power of attorney for the general meeting. The power of attorney may not be older than one (1) year. If the power of attorney is issued by a legal entity, the proxy shall bring a registration certificate or equivalent certificate of authority for the legal entity to the general meeting. A proxy form will be available on the Company's website and will be sent free of charge to shareholders who request it and submit their postal address.
No of shares and votes
At the time of this notice, the number of outstanding shares in the Company amounts to 6,769,868 preference shares, with a voting value of one (1) vote per preference share, and 57,697,005 ordinary shares, with a voting value of ten (10) votes per ordinary share. Thus, there are a total of 64,466,873 shares and a total of 583,739,918 votes in the Company. The Company holds no own shares.
Proposed agenda:
- Opening of the meeting;
- Election of a chairman of the meeting;
- Preparation and approval of the voting register;
- Election of one or two persons to attest the minutes;
- Determination of whether the meeting has been duly convened;
- Approval of the agenda;
- Resolution on the distribution of dividend to preference shares;
- Closing of the meeting.
Proposed resolutions:
Election of chairman of the meeting (item 2)
It is proposed that Dennis Lundquist from Qap Legal Advisors is appointed chairman of the meeting or, if he is prevented from doing so, the person designated by the Board of Directors.
Resolution on the distribution of dividend to preference shares (item 7)
Before the 2020 annual general meeting and subsequent annual general meetings, it was resolved not to pay dividends on the Company's preference shares due to the effects of the corona pandemic and subsequently increased uncertainty in the business environment and changed business conditions for the Company. According to the Company's articles of association, preference share dividends that are not paid on the specified record date shall be increased cumulatively from day to day by a factor corresponding to an annual interest rate of 12 percent from the time when payment should have been made according to the articles of association. At the time of this notice, accumulated unpaid dividends plus interest amount to approximately SEK 3.7 per preference share. Despite the recent positive development in the Company, the Board of Directors assesses that the Company's financial position does not currently allow for the payment of accumulated unpaid dividends and interest together with the below proposed distribution of dividend. Such unpaid dividend plus interest is intended to be paid if and when the outcome of the process with new building rights at Boho Club and Centro Forestal Sueco is deemed to enable improved financing terms for the Company and the Company's financial position otherwise allows such payment.
In light of the above, the Board of Directors proposes that the meeting resolves to resume ordinary dividends on the Company's preference shares and thereby resolves on a so-called extra dividend on the Company's preference shares in accordance with the provisions of the Company's articles of association, on the terms set out below. No dividend is proposed on the Company's ordinary shares.
The Board of Directors proposes that a dividend of SEK 0.72 per preference share is paid, which means a total dividend of SEK 4,874,304.96 on the preference shares. Payment of the dividend amount per preference share is proposed to be made quarterly with an amount of SEK 0.24 per payment date in accordance with the Company's articles of association. The proposed record dates, prior to the next annual general meeting, for the quarterly dividends are 30 September 2023, 30 December 2023 and 31 March 2024 (or the next preceding banking day, in accordance with the Company's articles of association). If the meeting resolves in accordance with the proposal, the dividend is expected to be paid through Euroclear Sweden AB on the third weekday after the respective record date.
The amount available according to Chapter 17, Section 3, paragraph 1. of the Swedish Companies Act (2005:551) amounts, before the proposed resolution on extra dividend is made, to SEK 275,933,764. The available amount is based on the adopted income statement and balance sheet for the financial year 2022.
Information at the general meeting
Shareholders present at the meeting are entitled to request information regarding circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Requests for such information must be submitted in writing to the Company at the following address: Quartiers Properties AB (publ), attn. Carl-Fredrik Morander, Strandvägen 7 A, 114 56 Stockholm or by e-mail to carl-fredrik@quartiersproperties.com and must be received by the Company no later than ten (10) days prior to the meeting.
Availability of documents and complete proposals
Complete proposals for resolutions are included in the notice. The Board of Directors' statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act, documents according to Chapter 18, Section 6 § of the Swedish Companies Act and any further information on the distribution of dividend will be available at the Company's office no later than two (2) weeks prior to the meeting and will be sent to shareholders who so request and inform the Company of their postal address. The documents will also be available on the Company's website, www.quartiersproperties.com.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
____________________
June 2023
Quartiers Properties AB (publ)
Board of Directors
Please address questions to:
Quartiers Properties
Marcus Johansson Prakt, Chief Executive Officer
Email: marcus.prakt@quartiersproperties.se
Phone: +46 72 018 59 98
The company in brief
Quartiers Properties is a Swedish property development company with a focus on excellent design and quality, and is active on the Spanish Costa del Sol. The company was founded in 2014, since when it has built up a portfolio of investment properties and project properties. The company develops, sells and rents out properties.
Quartiers Properties owns and manages Boho Club, which is a boutique resort in Marbella’s Golden Mile district with a restaurant and 40 hotel rooms. The project has won awards for its design and architecture, and since its launch in 2019, both the hotel and the restaurant have established themselves as leading venues in Marbella. Visit Boho Club website www.bohoclub.com to book a hotel room or reserve a table at the restaurant. The restaurant is open daily, serving breakfast, lunch and dinner.
Quartiers Marbella Apartments is an apartment complex in Benahavís, the neighbouring municipality to Marbella, where Quartiers runs apartment rental operations. The apartments are ideal for short- and long-term accommodation and are popular among families, as well as groups visiting Marbella for leisure purposes, fitness holidays or to play golf. Visit our website www.quartiersmarbella.com to book your apartment.
Hacienda Collection is an apartment project in Benahavís just outside Marbella, where Quartiers Properties is selling apartments that are ready for immediate occupancy. The apartments are located in a gated community featuring wonderful views of the Mediterranean. These apartments feature a large, open floorplan with big windows, high-end kitchen, separate laundry room and 2–3 bedrooms. The spacious terraces offer plenty of scope for spending time with family and friends. Visit the website for additional information and to book an online or in-person viewing: www.haciendacollection.es.
Mangold is the company’s Certified Adviser. Mangold can be contacted on +46 (0)8 503 015 50 or by emailing ca@mangold.se.