Bulletin from the 2017 Annual General Meeting (AGM) of Hemfosa Fastigheter AB (publ)
Today, April 25, 2017, the AGM of Hemfosa Fastigheter AB adopted the income statements and balance sheets for the Parent Company and the Group for the 2016 fiscal year. The Board of Directors and the CEO were also discharged from liability for the 2016 fiscal year.
Dividends
The AGM resolved to pay a dividend of SEK 4.40 per ordinary share for the 2016 fiscal year, with quarterly payment of SEK 1.10 per ordinary share. The record dates for the distribution of dividends on the ordinary share are April 27, 2017, July 10, 2017, October 10, 2017 and January 10, 2018.
The AGM also resolved to pay a dividend of SEK 10.00 per preference share, with quarterly payment of SEK 2.50 per preference share. The record dates for the distribution of dividends on the preference share are July 10, 2017, October 10, 2017, January 10, 2018 and April 10, 2018.
The dividend payments according to the above total SEK 804,004,286.
Moreover, the AGM resolved that the new ordinary shares that may be issued with the support of the authorisation granted to the Board to decide to issue new ordinary shares will provide entitlement to dividends, in accordance with the above, as of the day on which these shares have been entered into the share register maintained by Euroclear Sweden AB. Assuming that the authorisation is exercised in full, the dividend on additional ordinary shares will amount to a maximum of SEK 69,400,430.
Board of Directors and Auditor
The AGM resolved to elect the Board of Directors and pay them fees in accordance with the Nomination Committee’s proposal and re-elected Board members Bengt Kjell, Jens Engwall, Anneli Lindblom, Per-Ingemar Persson, Caroline Sundewall and Ulrika Valassi. Gunilla Högbom was elected as a new Board member. Bengt Kjell was re-elected Chairman of the Board. For further information regarding members of the Board, refer to the company’s website www.hemfosa.se.
The registered accounting firm KPMG AB was re-elected as the company’s auditor for the period until the end of the next AGM. KPMG AB has announced that Björn Flink will be appointed Auditor in Charge.
Resolution to approve new issue of shares in the subsidiary Samfunnsbygg AS
The AGM resolved to approve the resolution previously adopted by the AGM of the subsidiary Hemfosa Samfunnsbygg AS on July 4 2016 regarding a new issue of shares in Samfunnsbygg AS, whereby Hemfosa Fastigheter subscribed for 1,619,159 shares and Immob Holding AS subscribed for 85,218 shares. Immob Holding AS is wholly-owned by Simon Venemyr Ottersland who is responsible for Hemfosa Fastigheter’s Norwegian business.
Resolution regarding authorisation to resolve upon new issue of ordinary shares
The AGM resolved to authorise the Board of Directors on one or more occasions during the period up to the following AGM, with or without deviation from the shareholders’ pre-emption right, to decide on the issuance of new ordinary shares. The total number of ordinary shares that will be issuable pursuant to the authorisation may not exceed 10 percent of the total number of ordinary Hemfosa shares, at the time of exercising the authorisation. Such new ordinary shares shall be issued at a subscription price corresponding to market terms and payment can be made, except for payment in cash, by assets contributed in kind or by set-off.
Resolution regarding authorisation to resolve upon acquisitions and transfers of ordinary shares in the company
The AGM resolved to authorise the Board of Directors to, at on one or more occasions for the period until the end of the next AGM, acquire ordinary shares in the company so that, as a maximum, the company’s holding following the acquisition does not exceed 10 per cent of all the shares in Hemfosa at any time. Acquisitions may only be conducted at Nasdaq Stockholm and at a price that is within the registered range for the share price prevailing at any time, that is, the range between the highest ask price and the lowest bid price.
The AGM also resolved to authorise the Board of Directors to, at on one or more occasions for the period until the end of the next AGM, upon transfers of the company’s ordinary shares in accordance with the board’s proposal.
Resolution on warrants program including issue and transfer of warrants and resolution regarding the guidelines for remuneration to the senior executives
The AGM resolved to approve a directed issue of a maximum of 1,450,000 warrants. The warrants shall be transferred to the employees within the group divided in different categories at a price (warrant premium) that will be determined based on an estimated market value of the warrants. The company will by means of a cash bonus subsidize up to 100 per cent of the participants premium. The bonus consists of two payments, each of 50 per cent, during the term of the warrant program, one after two years and one after four years. The total cost for the subsidy, based on assumptions of the value of the warrants as set out above, is calculated to amount to not more than SEK 6.4 million including social security contributions, for the entire term of the warrant program of five years.
Each warrant shall entitle the holder to subscribe for one ordinary share in Hemfosa during the period from 1 May 2022 up to and including 31 May 2022 and from 1 August 2022 up to and including 31 August 2022. The subscription price for each share shall be equal to 115 per cent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the ordinary share during the period 2 May 2017 up to and including 15 May 2017.
The proposed issue of warrants entails a total dilution of a maximum of approximately 0.85 per cent of the total number of shares and 0.90 per cent of the total number of votes in the company after full subscription of all warrants.
The reasons for the deviation from the shareholders’ preferential rights are to, through the warrant program, establish a reward system that is competitive within all markets that the company operates within, that can function as a guideline for the company’s management in the work with the company’s strategy and that, in addition to function as focus-enhancing for the company’s employees, also provides the company’s employees with increased opportunity to participate in the successes of the company.
Furthermore, the AGM resolved on guidelines for remuneration of the company’s senior executives in accordance with the Board’s proposal.
For further information, please contact:
Jens Engwall, CEO, jens.engwall@hemfosa.se, mobile +46 70 690 65 50, office +46 8 448 04 80
About Hemfosa Fastigheter
Hemfosa is a Swedish property company focusing on community service properties in the Nordic region with its largest tenants being the Swedish state and municipalities. This provides stable cash flows and a healthy yield. In order to create value, Hemfosa also aims to actively participate in the transaction market. At March 31, 2017, Hemfosa owned commercial properties with a total property value of approximately SEK 35.8 billion, excluding the company’s share of the property value in joint ventures. The company’s ordinary share has been listed since March 2014, and the preference share since December 2014, both on Nasdaq Stockholm. Read more at www.hemfosa.se.
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