Annual general meeting in Heimstaden AB (publ)
The shareholders of Heimstaden AB (publ), reg.no. 556670-0455 (the “Company”), are hereby summoned to the annual general meeting on Thursday 30 March 2023, at 10:00 a.m. CET at the Company’s premises on Östra Promenaden 7 A, SE-211 28 Malmö. Registration for the general meeting will commence at 09:30 a.m. CET.
Notice of attendance etc.
Shareholders who wish to attend and vote at the general meeting must:
both be entered in the share register kept by Euroclear Sweden AB on Wednesday 22 March 2023, or, if the shares are nominee-registered, request that the nominee registers the shares for voting no later than Friday 24 March 2023;
and give notice to the Company no later than Friday 24 March 2023.
Notice may be given by post to Heimstaden AB (publ), Årsstämma 2023, Att: Isabel Lindeberg Bandstein/Karin Wenehed, Östra Promenaden 7 A, SE-211 28 Malmö or by e-mail at arsstamma@heimstaden.com. Such notice of registration shall include the shareholders name, personal or corporate identity number (or similar), number of shares in the company, address, daytime telephone number, as well as, if applicable, the number of attending advisors (no more than two).
If a shareholder intends to be represented by proxy, a proxy in original and other authorization documents should be brought to the general meeting. If the authorization was issued by a legal entity, an attested copy of the current certificate of registration for the legal entity or corresponding authorization documents must be appended. Template proxy forms are available on the Company’s website
https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx. If no period of validity is stated, the authorization will be effective for no more than one year from the date of issue.
Shareholders may also choose to vote by post. The form for postal voting is available on the Company’s website https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx and at the premises of the Company and will be sent free of charge to shareholders who so request and provide their postal address. If a shareholder chooses to vote by post, a completed form for postal voting shall be sent by post to Heimstaden AB (publ), Årsstämma 2023, Att: Isabel Lindeberg Bandstein/Karin Wenehed, Östra Promenaden 7 A, SE-211 28 Malmö. If the shareholder who chooses to vote by post is a legal entity, an attested copy of the current certificate of registration for the legal entity or corresponding authorization documents must, in addition, be sent to the Company in good time prior to the general meeting. The form for postal voting must be received by the Company at the address stated above no later than Friday 24 March 2023. Please note that shareholders who exercise their right to vote by post in the prescribed manner thereby is considered to have given notice to attend the annual general meeting, which is why a separate notification for those who have voted by mail in the prescribed manner is not necessary. The shareholder may not provide the postal vote with special instructions or conditions. If that were to happen, the entire postal vote is invalid. Further instructions and conditions may be found in the postal voting form.
To be able to participate in the general meeting, shareholders who have nominee-registered shares via a bank or any other nominee must in good time contact the nominee to request the nominee to register them in the share register kept by Euroclear Sweden AB (voting right registration). The nominee must no later than Friday 24 March 2023 carry out the voting right registration with Euroclear Sweden AB.
Proposed agenda
- Opening of the meeting.
- Election of chairperson of the meeting.
- Preparation and approval of the voting list.
- Election of persons to verify the minutes of the meeting.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report, the auditor’s report and the group accounts and auditor’s report for the group.
- Resolution in respect of adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet.
- Resolution in respect of allocation of the Company’s result in accordance with the adopted balance sheet and adopted consolidated balance sheet for the group.
- Resolution on discharge from liability for the members of the board of directors and the CEO for the period that the accounts encompass.
- The chairperson of the board Ivar Tollefsen.
- Member of the board of directors John Giverholt.
- Member of the board of directors Fredrik Reinfeldt.
- Member of the board of directors Vibeke Krag.
- The former CEO Patrik Hall.
- Determination of fees to the members of the board of directors and the auditor.
- Resolution on the number of members of the board.
- Election of members of the board of directors.
- Re-election of member of the board of directors Ivar Tollefsen.
- Re-election of member of the board of directors John Giverholt.
- Re-election of member of the board of directors Fredrik Reinfeldt.
- Re-election of member of the board of directors Vibeke Krag.
- Election of chairperson of the board of directors.
- Resolution on the number of auditors.
- Election of auditors.
- Closing of the meeting.
Election of the chairperson of the meeting (item 2)
The board of directors proposes Helge Krogsbøl as chairperson of the general meeting.
Election of persons to verify the minutes of the meeting (item 4)
The board of directors proposes that two persons present at and designated by the meeting shall verify the minutes.
Resolution in respect of allocation of the Company’s result (item 9)
The board of directors proposes that the annual general meeting resolves on a dividend to the shareholders as follows.
- The board of directors proposes that the general meeting resolves to distribute dividends to holders of common shares with SEK 11.36 per share, amounting to a total of SEK 1,500,000,000. The board of directors shall be authorized to determine the record date for the dividend.
- The board of directors proposes that the general meeting resolves to distribute dividends on preference shares with SEK 2.00 per share amounting to a total of SEK 117,187,500. Shareholders of preference shares shall be paid quarterly in an amount of SEK 0.50 per disbursement. Record dates for the dividends shall, in accordance with the articles of association, be 5 July 2023, 5 October 2023, 5 January 2024, and 5 April 2024.
The proposals above entail that SEK 1,617,187,500 of the means at the disposal of the annual general meeting, which amount to SEK 22,501,683,900, shall be distributed to the shareholders. The remaining amount of SEK 20,884,496,400 shall be carried forward.
In the event that a record date, as stated above, is not a banking day, the record date shall be the immediately preceding banking day. Dividends are to be paid out on the third banking day following the record date.
The board of director’s complete statement in accordance with Chapter 18 Section 4 of the Swedish Companies Act can be found in the annual report for 2022, page 95, and the auditor’s statement in relation thereto on page 99.
The board, auditor, fees to the board and fees to the auditor (item 11–16)
The shareholder Fredensborg AS who represents about 70.8 percent of the shares and about 96 percent of the votes in the Company proposes the following.
Determination of fees to the directors and the auditor (item 11)
The shareholder proposes that director’s fees shall be paid in a total amount of SEK 700,000, of which SEK 300,000 shall be paid to Fredrik Reinfeldt and SEK 400,000 shall be paid to Vibeke Krag. No director’s fees are proposed to be paid to the other members of the board of directors. The shareholder proposes that the Company’s auditor’s fee be paid on account as per approved invoice.
Resolution on the number of members of the board of directors (item 12)
The shareholder proposes that the board of directors shall consist of four members with no deputy members of the board of directors, i.e., no change in the number of members of the board of directors elected by the annual general meeting is proposed.
Election of members of the board of directors (item 13)
It is proposed, for the time until the end of the next annual general meeting, the re-election of the following members of the board of directors:
- Ivar Tollefsen
- John Giverholt
- Fredrik Reinfeldt
- Vibeke Krag
Information on other assignments held by the proposed board members can be found in the annual report, page 33.
Election of chairperson of the board of directors (item 14)
It is proposed, for the time until the end of the next annual general meeting, the re-election of Ivar Tollefsen as the chairperson of the board.
Resolution on the number of auditors (item 15)
The board of directors proposes that the number of auditors shall be one.
Election of auditors (item 16)
The board of directors proposes for the time until the end of the next annual general meeting, on re-election of the registered accounting firm Ernst & Young Aktiebolag.
Ernst & Young Aktiebolag has informed that in the event that the accounting firm is elected, the authorized accountant Jonas Svensson will be the auditor in charge.
Shareholders’ right to request information
At the annual general meeting, the board of directors and the CEO shall, upon request by a shareholder and provided that the board of directors consider that it can be done without significant damage to the Company, provide information on circumstances which may affect the assessment of an item of the agenda and circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries as well as information regarding the Company’s relation to another group company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, please see: https://corporate.heimstaden.com/privacy-statement/default.aspx.
Documents etc.
The complete proposals on resolutions and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be available at the Company and on the Company’s website https://corporate.heimstaden.com/corporate-governance/annual-general-meetings/default.aspx and will be sent free of charge to shareholders who so request and provide their postal address.
Shareholders are much welcomed to the annual general meeting
_____________________
Malmö in February 2023
Heimstaden AB (publ)
The board of directors
Contact:
Christian V. Dreyer, CCO
+47 907 24 999
christian.dreyer@heimstaden.com
Malin Lethenström, IR
+44 7748 055821
ir@heimstaden.com
Heimstaden is a leading European residential real estate manager and investor with around 160,000 homes across 10 countries with a property value of SEK 351 billion. We acquire, develop, and manage properties with an evergreen perspective. Guided by our Scandinavian heritage and values Care, Dare and Share – we fulfil our mission to enrich and simplify our customers’ lives through Friendly Homes. Heimstaden is listed on Nasdaq First North Growth Market. Read more at www.heimstaden.com.
Certified Adviser is Erik Penser Bank aktiebolag.
This information is such that Heimstaden AB (publ) is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the above contact persons, for publication on 24 February 2023 at 15:55 CET.