Notice to extraordinary general meeting in Hembla AB (publ)
The shareholders of Hembla AB (publ), reg. no. 556498-9449, with its registered office in Stockholm, are hereby summoned to an extraordinary general meeting on 15 November 2019 at 10.00 (CET), at Advokatfirman Vinge’s office at Stureplan 8 in Stockholm, Sweden.
The extraordinary general meeting is convened following a request from the shareholder Vega HoldCo S.à.r.l., an entity wholly owned by real estate funds advised by The Blackstone Group Inc., representing approximately 61.19 per cent of the outstanding shares and approximately 69.30 per cent of the outstanding votes in Hembla as of the date of this notice (the “Shareholder”). The Shareholder has requested the extraordinary general meeting in order to resolve on election of board members and election of chairman in Hembla.
Right to participate at the general meeting
Shareholders who wish to participate at the general meeting must be registered in the share register maintained by Euroclear Sweden AB on 9 November 2019 and must also notify the company of their intention to attend the meeting no later than 11 November 2019.
The notification may be made in writing to Hembla AB (publ), Hamngatan 15, SE-111 47 Stockholm or by e-mail to bolagsstamma@hembla.se. The notification must state the shareholder’s name, personal identity number/company registration number, shareholding, address, telephone number and information about the attendance of any assistants (maximum two) and, if applicable, any proxies. Information submitted in connection with the notification will be computerised and used exclusively for the general meeting. See below for additional information on the processing of personal data
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although not more than five years. The original power of attorney and the certificate of registration should be sent to the company at the address mentioned above in good time prior to the general meeting. A proxy form is available at the company’s webpage www.hemblagroup.se/en and will also be sent to shareholders who so request and state their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on 9 November 2019, and the shareholders must therefore advise their nominees in advance of this date.
Number of shares and votes
As of the day of this notice, there are a total of 92,924,306 shares in Hembla, of which 6,136,989 are shares of series A, corresponding to 30,684,945 votes, and 86,787,317 are shares of series B, corresponding to 86,787,317 votes. As per the date of this notice Hembla holds no treasury shares.
Proposed agenda
- Opening of the meeting
- Appointment of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the general meeting has been duly convened
- Determination of the number of board members and deputy members
- Election of board members and chairman of the board
- Closing of the meeting
Proposal regarding the board of directors etc. (item 7 and 8)
The Shareholder has submitted the following proposals for resolution.
- The number of members of the board of directors is proposed to be six without deputy members for the time until the end of the next annual general meeting (item 7).
The Shareholder will submit its proposals regarding item 8 on the agenda, including information required in accordance with the Swedish Corporate Governance Code, no later than at the extraordinary general meeting.
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Miscellaneous
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Copies of the notice and proxy form will be sent to the shareholders who so request and who inform company of their postal address. Hembla has its registered office in Stockholm
For information on how your personal data is processed, please see the integrity policy available at Euroclear’s webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, 22 October 2019
Hembla AB (publ)
The board of directors
About Hembla
Hembla is a property company focusing on residential properties in the Greater Stockholm region and other growth areas. The company’s business concept is to own property portfolios slated for a gradual renovation of apartments in conjunction with the natural turnover of tenants. This can take place quickly and cost-efficiently thanks to extensive experience from the company's renovation method which, among other things, means that no evacuation needs to take place. In addition to this, the company creates value through the development of building rights in existing portfolios. The market value of the company’s properties amounted to SEK 32,964 million on 30 June 2019. The total rental value amounted to SEK 1,953 million annually on 30 June 2019. The economic occupancy rate is high – vacancies are virtually non-existent. Hembla is listed on Nasdaq Stockholm.