Magnolia Bostad AB convenes an Extraordinary General Meeting
English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
The Board of Directors of Magnolia Bostad AB has resolved to convene an Extraordinary General Meeting to be held on Friday 20 November 2020. Further details on the proposals are found in the notice convening the Meeting which is found below.
The notice will be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and on the Company’s website within the next few days.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN MAGNOLIA BOSTAD AB
An Extraordinary General Meeting of Magnolia Bostad AB will be held on Friday 20 November 2020.
Due to the extraordinary situation as a result of Covid-19, the Meeting will be held in a different way than usually. In order to reduce the risk of spreading the new coronavirus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No Meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the Meeting will be held without physical presence.
Since no Meeting with the opportunity to attend in person or by proxy will be held, there will be no opportunity to ask questions at the Meeting. Questions can instead be sent in advance by post to the Company at Magnolia Bostad AB, Attn: Investor Relations, Box 5853, 102 40 Stockholm, or via e-mail to firstname.lastname@example.org, no later than on Tuesday 10 November 2020. The questions will be answered and published no later than on Sunday 15 November 2020. The questions and the answers will be available at the Company at Sturegatan 6 in Stockholm and on the Company’s website, www.magnoliabostad.se and will be sent to the shareholder if the shareholder’s address is known or has been provided by the shareholder along with the question.
Information on the resolutions passed at the Meeting will be published on Friday 20 November 2020, as soon as the result of the advance voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the Meeting through advance voting must
- be entered as a shareholder in the share register kept by Euroclear Sweden AB no later than on Thursday 12 November 2020, and
- notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Euroclear Sweden AB no later than on Thursday 19 November 2020.
NOMINEE REGISTERED SHARES
In order to participate in the Meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares registered in their own name with Euroclear Sweden AB no later than on Monday 16 November 2020. Such registration may be made temporarily.
The shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company’s website, www.magnoliabostad.se. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB no later than on Thursday 19 November 2020. The form shall in due time be submitted to Magnolia Bostad AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or via e-mail to GeneralMeetingServices@euroclear.eu. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via the Company’s website, www.magnoliabostad.se. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney in writing shall be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the Company’s website, www.magnoliabostad.se. A power-of-attorney may also be obtained at the Company or be ordered from Euroclear Sweden AB by telephone by using the number below. If the power-of-attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney (although no longer than five years from the date of issue).
Further instructions and conditions are included in the advance voting form.
For questions about the Meeting or to have the advance voting form or any power-of-attorney sent by post, please contact Euroclear Sweden AB on phone number +46 8 402 90 73 (Monday-Friday at 09.00-16.00).
1. Opening of the Meeting
2. Election of Chair of the Meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the Meeting has been duly convened
7. Resolution regarding dividend and determination of record date for dividend.
8. Closure of the Meeting
Election of Chair of the Meeting (Item 2)
The Board of Directors proposes that Fredrik Holmström be elected as Chair of the Meeting, or if Fredrik Holmström is prevented from attending, the person the Board of Directors proposes instead.
Preparation and approval of voting list (Item 3)
The voting register proposed to be approved is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and verified and approved by the persons approving the minutes.
Election of one or two persons to approve the minutes (Item 5)
Johannes Wingborg and Magnus Molin, or if one or both of them are prevented, the person or persons instead appointed by the Board of Directors, are proposed to be elected to approve the minutes of the Meeting together with the Chair. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.
Resolution regarding dividend and determination of record date for dividend (item 7)
Within the boundaries of unrestricted equity in accordance with the balance sheet established by the Annual General Meeting on 27 April 2020, the Board of Directors has proposed a dividend for the financial year 2019 of SEK 2 per share. The proposed record day is Tuesday 24 November 2020. If the Meeting resolves in accordance with the proposal, the last day for trading in the share with a right to the dividend payment will be on Friday 20 November 2020 and the estimated date for payment from Euroclear Sweden AB is Friday 27 November 2020.
Following the most recent resolution regarding a value transfer, SEK 265,223,560 remains of the funds available pursuant to Chapter 17, section 3, first paragraph of the Swedish Companies Act (2005:551).
The complete documents in accordance with the Swedish Companies Act will be available at the Company at Sturegatan 6 in Stockholm, and on the Company’s website www.magnoliabostad.se no later than as from Friday 30 October 2020 and will be sent, immediately and free of charge to those shareholders who request it and provide their postal address. All documents, including the share register, is presented by being available in this way.
NUMBER OF SHARES AND VOTES
The total number of shares in the Company at the time of issue of the notice is 37,822,283 shares, corresponding to a total of 37,822,283 votes. At the time of issue of the notice, the Company does not hold any own shares.
INFORMATION AT THE MEETING
Shareholders are entitled to request information regarding items on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Requests for such information must be submitted in writing to the Company, Magnolia Bostad AB, Box 5853, 102 40 Stockholm, or by e-mail to email@example.com no later than on Tuesday 10 November 2020. The information is provided by being made available at the Company at Sturegatan 6 in Stockholm and on the Company's website, www.magnoliabostad.se no later than on Sunday 15 November 2020. The information is also sent within the same time to the shareholder who has requested it and provided its postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Stockholm October 2020
Magnolia Bostad AB (publ)
Board of Directors
For more information, please contact:
Magnolia Bostad AB, CIN 556797–7078, is a leading urban developer that develops new residential properties primarily rental apartments but also tenant-owned apartments, community service properties and hotels, in attractive locations in Sweden's growth areas and major cities. Housing is being developed both for sale and for self-management. Our work is based on a holistic approach where the operations are conducted in a way that promotes long-term, sustainable urban development. Magnolia Bostad's shares (MAG) are listed on Nasdaq Stockholm. More information is available at www.magnoliabostad.se