Bulletin from the Annual General Meeting of Hembla AB
Bulletin from the Annual General Meeting of Hembla AB
The following resolutions were passed at the Annual General Meeting (the “AGM”) of Hembla AB (publ) (the “Company”) on 16 May 2019.
Approval of the annual report and discharge from liability
The AGM resolved to adopt the income statement and balance sheet for the Company and the group for 2018. The AGM also resolved to discharge the board members and the managing director from liability.
Resolution regarding allocation of results
The AGM resolved that the Company’s results shall be carried forward and, thus, that no dividends shall be paid.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM resolved, in accordance with the proposal of the nomination committee, to re-elect the board members James Seppala, Melissa Pianko, Karolina Keyzer, Fredrik Brodin and Donatella Fanti, and to elect Patrick Forslund as new member of the board, for the period until the end of the annual general meeting 2020. James Seppala was re-elected as chairman of the board of directors.
The AGM resolved, in accordance with the proposal of the nomination committee, to re-elect Ingemar Rindstig and Mikael Ikonen, both from EY, as auditors for the Company.
The AGM resolved, in accordance with the proposal of the nomination committee, that remuneration shall be paid with SEK 325,000 to each board member that is not a representative for or an employee of the major shareholder. Thus, with the resolved composition, remuneration shall be paid to Karolina Keyzer, Fredrik Brodin and Patrick Forslund, and James Seppala, Melissa Pianko and Donatella Fanti shall not receive any remuneration. Further, the AGM resolved that the auditor of the company shall be paid as per approved current account.
Resolution regarding principles for appointment of the nomination committee and guidelines for remuneration to the management
The AGM resolved to approve the proposed principles for appointment of the nomination committee and the board’s proposal on guidelines for remuneration to the management.
Resolution regarding authorization for the board of directors to resolve to issue new shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to resolve to issue new shares on one or several occasions until the next annual general meeting, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions. However, such issue of shares must never result in the Company’s issued share capital or the number of shares in the Company at any time, being increased by more than a total of 10 per cent. The purpose of the authorization is to enable the board to acquire businesses or real estate or to improve the company’s working capital position.
Resolution regarding authorization for the board of directors to resolve to repurchase and transfer own shares
The AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to, on one or several occasions until the next annual general meeting, resolve to repurchase as many own shares as may be purchased without the Company’s holding at any time exceeding 10 per cent of the total number of shares in the Company. Furthermore, the AGM resolved, in accordance with the board’s proposal, to authorize the board of directors to, on one or several occasions until the next annual general meeting, resolve to transfer (sell) own shares. The purpose of the authorization to repurchase own shares is to promote efficient capital usage in the Company, to provide flexibility with regard to the Company’s possibilities to distribute capital to its shareholders and to enable hedging of the Company’s obligations under its incentive programs. The purpose of the authorization to transfer own shares is to enable the board to make corporate and real estate acquisitions or to raise working capital or broaden the shareholder base.
Resolution on the adoption of a long-term incentive program in the form of warrants
The AGM resolved, in accordance with the board’s proposal, to adopt a long-term incentive program (LTIP 2019). The incentive program includes an issue of not more than 500,000 warrants entitling to subscription of ordinary shares of series B in the Company. Not more than 55 key persons and members of the executive management in the Hembla AB group shall have the right to participate in the long-term incentive program.
For more information, please contact:
Svein Erik Lilleland, CEO, Telephone: +46 (0) 8 121 317 25, E-mail: firstname.lastname@example.org
This information was released for publication at 3.30 PM CEST on 16 May 2019.
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 32,115 million on 31 March 2019. The total rental value amounted to SEK 1,923 million annually on 31 March 2019. The economic occupancy rate is high – vacancies are virtually non-existent. Hembla is listed on Nasdaq Stockholm.