Notice of Annual General Meeting
The shareholders of Heimstaden (publ), 556670-0455 ("the Company"), are called to the Annual General Meeting on Friday, May 24, 2019 at 10 am in the Company's premises on Östra Promenaden 7 A, 211 28 Malmö.
Shareholders who wish to attend the meeting must be included in the share register kept by Euroclear Sweden AB on Saturday, May 18, 2019 (since the record date is a Saturday, shareholders must therefore be included in the share register kept by Euroclear Sweden AB on Friday, May 17, 2019). and partly register with the Company no later than Monday, May 20, 2019 at. 16:00.
Registration can be made by mail to Heimstaden AB (publ), Annual General Meeting 2019, Att: Carl-Fredrik Streiby, Östra Promenaden 7 A, 211 28 Malmö; via e-mail to email@example.com or on the Company's website www.heimstaden.com/arsstamma. When registering, the name, personal or corporate identity number, shareholding, address, daytime telephone number and, if applicable, the number of assistants (no more than two) referred to in the case must be stated.
If shareholders intend to be represented by a proxy, the power of attorney in the original and other authorization documents should be included in the Annual General Meeting. If the power of attorney has been issued by a legal person, a certified copy of the certificate of registration for the legal entity or equivalent authorization documents must also be included. Proxy forms are available on the Company's website, www.heimstaden.com. Proxies without special provision on validity apply for one year from the date of issue.
Shareholders who have registered their shares with a bank or other manager must be temporarily registered in their own name in order to participate in the meeting. Such registration must be effected at Euroclear Sweden AB last Saturday, May 18, 2019, which means that the shareholder should notify the manager of his wish well in advance of this date (since the record date is a Saturday, this means that shareholders must arrange for such registration last Friday, May 17, 2019).
- Opening of the Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of voting list.
- Election of one or two auditors.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the audit report, as well as the consolidated accounts and the group audit report.
- Decisions on:
- determination of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet,
- Disposals regarding the Company's results according to the established balance sheet and the established consolidated balance sheet, and
- discharge from the board of directors and the CEO for the period covered by the report.
- Resolution on amendment of the Articles of Association.
- Determination of fees for the Board of Directors and auditor.
- Election of Board members, any deputy board members and auditor.
- Closing of the Meeting.
Distribution of results (paragraph 8b)
The Board of Directors proposes that a dividend be paid to the preference shareholders in accordance with the Articles of Association.
At the disposal of the AGM, SEK 13,308,660,870, shall be allocated so that SEK 20 per preference share is paid to the preference shareholders, totaling SEK 46,875,000. The remaining amount, SEK 13,261,785,870, is to be transferred on a new account.
Payment of dividends to the preference shareholders shall be made quarterly with SEK 5 per payment opportunity. As record days, in accordance with the Housing Act, July 5, 2019, October 5, 2019, January 5, 2020 and April 5, 2020.
If a record date above is not a banking day, the record date should be the previous banking day. Payment of dividends shall be made on the third banking day after the record date.
Amendment of the Articles of Association (item 9)
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association as follows. The proposed amendment in § 7 is due to the fact that the Board considers that flexibility with regard to the auditor's term of office is more appropriate. The proposed amendment to § 14 is of an editorial nature, since the name of the law stated in the provision in question has been changed in the period after a reconciliation reservation was introduced in the company's articles of association.
The decision to amend the Articles of Association is valid only if it has been supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the Meeting.
|Current wording||New proposed wording|
|§ 7 Auditors||§ 7Auditors|
|The company must have one or two auditors, or one and at most two registered auditing firms. The auditor / auditors must review the company's annual report and the accounts, as well as the administration of the board and possibly the CEO. The auditor / auditors are elected at the Annual General Meeting for the period until the Annual General Meeting has been held during the fourth year after the election.||The company must have one or two auditors, or one and at most two registered auditing firms. The auditor / auditors must review the company's annual report and the accounts, as well as the administration of the board and the CEO. The auditor's term of office shall end no later than the end of the annual general meeting held during the fourth financial year after the auditor was appointed.|
|§ 14 Record day provision||§ 14 Record day provision|
|The company's shares shall be registered in a record register in accordance with the Financial Instruments Accounting Act (1998: 1479).||The company's shares shall be registered in a record register in accordance with the Swedish Central Securities Depository Act (1998: 1479) and the accounting of financial instruments.|
Board of Directors, auditors and board and auditor fees (points 10–11)
The shareholder Fredensborg AS, which represents approximately 86.2 percent of the shares and approximately 98.4 percent of the votes in the Company, proposes the following.
Determination of fees for the Board and auditor (paragraph 10)
It is proposed that no board fee be paid to the chairman or other board members.
To the Company's auditors, fees shall be paid according to approved invoice.
Election of board members and any deputy board members (item 11)
It is proposed that the Board shall consist of four members and no deputies, ie. no change in the number of Board members elected by the AGM is proposed.
It is proposed that Board members for the period up to the end of the next AGM re-elect all members, which means re-election of Ivar Tollefsen, John Giverholt, Patrik Hall and Magnus Nordholm as members of the Board of Directors for the period until the end of the Annual General Meeting 2020.
Election of auditors (item 11)
The Board of Directors proposes that the number of auditors should be unchanged two and proposes for the period until the end of the next AGM re-election of the registered auditing firm Ernst & Young Aktiebolag and re-election of authorized auditor Ingemar Rindstig, active at Ernst & Young Aktiebolag, as the company's auditors. Ernst & Young Aktiebolag has announced that, if the auditing company is chosen, Peter von Knorring will continue to be the auditor in charge.
Shareholders' right to request information
The Board of Directors and the Managing Director shall, if any shareholder so requests and the Board considers that this can be done without material damage to the Company, at the Annual General Meeting provide information on conditions that may affect the assessment of a case on the agenda, and circumstances that may affect the assessment of the Company's or subsidiary's financial situation and about the relationship between the Company and other Group companies.
The annual report (containing complete decision proposals regarding the proposed dividend and the Board's opinion pursuant to Chapter 18, Section 4 of the Companies Act) and the auditor's report and the Board's complete proposal under items 9-11 will be available at the Company's offices and on the Company's website, www.heimstaden.com, no later than Friday May 3, 2019, and sent free of charge to shareholders who request it and state their postal address.
The shareholders are warmly welcomed to the Annual General Meeting
Malmö in April 2019
Heimstaden AB (publ)
Board of Directors
For further information, please contact:
Patrik Hall, CEO +46 705 85 99 56 firstname.lastname@example.org
Carl-Fredrik Streiby, IR Manager +46 763 93 78 69 email@example.com
Heimstaden AB (publ)
Östra Promenaden 7 A
211 28 Malmö
Organisationsnummer 556670-0455, Bolagets säte Malmö
Telefon, växel 0770 – 111 050, www.heimstaden.com
Heimstaden is a leading real estate company in Northern Europe, with a focus on acquiring, refining, developing and managing housing and premises. Through our values, thoughtfulness, innovation and authenticity, we create values for our owners and caring homes for our tenants. Heimstaden has about 39,000 apartments and a property value of approximately SEK 76 billion value. Heimstad's preference share is listed on Nasdaq First North Premier. The head office is located in Malmö. Certified Adviser is Erik Penser Bank aktiebolag, +46 8-463 83 00 and firstname.lastname@example.org. For more information, see www.heimstaden.com