Notice convening the Annual General Meeting of Quartiers Properties AB (publ)
The shareholders of Quartiers Properties AB (publ), corp. reg. no 556975-7684, are hereby invited to attend the Company’s Annual General Meeting (AGM) on Friday, 29 April 2022.
As a result of the Covid-19 pandemic, the Board of Directors has decided that the AGM will be held without physical attendance and that the shareholders shall be able to exercise their voting rights only by advance voting (postal voting), pursuant to the provisions of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121).
The Company welcomes all shareholders to exercise their voting rights by advance voting (postal voting) according to the procedure described below. Information about the resolutions passed at the AGM will be published on Friday, 29 April 2022 as soon as the results of the voting have been definitively collated.
Registration etc.
Shareholders wishing to attend the AGM must:
- be entered in printout of the register of shareholders produced by Euroclear Sweden AB on Thursday, 21 April 2022; and
- notify the Company of their intention to participate by no later than Thursday, 28 April 2022, by having cast their vote in accordance with the instructions under the heading “Postal voting” below.
Shares held by nominees
Shareholders whose shares are registered in the name of a nominee must temporarily re-register them in their own name (“voting rights registration”) to be entitled to participate in the AGM. Shareholders must therefore contact their nominee in good time in accordance with the nominee’s procedures and request such re-registration. Voting rights registration effected by the nominee by no later than Monday, 25 April 2022 will be included in the production of the share register.
Postal voting
The Board of Directors has decided that shareholders are to be able to exercise their voting rights only by postal voting in accordance with Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121). For postal voting a special form shall be used which, along with further instructions for postal voting, will be available on the Company’s website www.quartiersproperties.com/en/investor-relations as of Friday, 8 April 2022. Separate notification is not required; a postal voting form submitted will be regarded as notification. Completed forms must be received by the Company by no later than Thursday, 28 April 2022.
Shareholders may request on their postal voting form that a decision or decisions on any of the items on the proposed agenda shall be deferred until a “resumed AGM”, which must not be a purely postal voting AGM. Any such resumed AGM shall take place if a resolution to that effect is passed at the AGM, or if shareholders representing no less than one tenth of all shares in the Company so request.
Proxy voting
Shareholders voting by post via a proxy must issue a signed and dated power of attorney, which must be appended to the postal voting form along with a registration certification or other authorisation document for shareholders that are legal entities. Proxy authorisation forms are available on the Company’s website www.quartiersproperties.com/en/investor-relations and can be sent by post to shareholders requesting them who state their postal address.
Shareholders’ right to information
Company shareholders attending the Annual General Meeting are entitled, provided the Board deems it may take place without material damage to the Company, to obtain information regarding circumstances which may impact their judgement on a matter on the agenda, or the Company’s financial situation (i.e., the right to ask questions enacted in Chapter 7, Section 32 of the Swedish Companies Act). Requests for such information should be submitted in writing to the Company at the address Quartiers Properties AB (publ), att. Carl-Fredrik Morander, Strandvägen 7 A, 114 56 Stockholm, Sweden, or by e-mail to carl-fredrik@quartiersproperties.com and must be received by the Company no later than ten days before the Annual General Meeting, i.e. no later than Tuesday, 19 April 2022.
The information will be available on the Company website www.quartiersproperties.com/en/investor-relations no later than Friday, 22 April 2022. The information will also be available at the Company’s offices at Strandvägen 7 A, Stockholm, Sweden, as of the same day. The information will also be sent by post to any shareholders who have requested information in this way and have provided their address.
Number of shares and votes
At the time this notice was issued, the Company had 54,784,703 ordinary shares, each carrying 10 votes, corresponding to 547,847,030 votes, and 6,769,868 preference shares, each carrying one vote, corresponding to 6,769,868 votes. There are consequently a total of 61,554,571 shares and a total of 554,616,898 votes in the Company.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual accounts and auditors’ report, along with the consolidated financial statements and auditors’ report for the Group
- Resolutions regarding:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- appropriation of the Company’s profit or loss in accordance with the adopted balance sheet;
- discharge from liability for the Board members and Chief Executive Officer;
- Adoption of the number of Board members and auditors, and deputies for these posts where appropriate
- Determination of the fees for the Board and auditors
- Election of Board members and auditors, and deputies for these posts where appropriate
- Resolution regarding Nomination Committee;
- Resolution regarding authorisation to issue shares
- Closing of the meeting
Proposed resolutions:
Item 2 – Election of chairman of the meeting
The Nomination Committee, which consists of Andreas Bonnier and Mats Lundberg, proposes that Anna-Maria Heidmark Green, Lawyer, of Advokatfirman Wåhlin, be elected to chair the meeting, or in the event that she is unable to attend, a person who is nominated by a representative of the Nomination Committee.
Item 3 – Preparation and approval of the voting register
The voting register proposed for approval is the voting register drawn up on the basis of the AGM register of shareholders and postal votes received and approved by the chairman of the AGM and verified by the person appointed to approve the minutes.
Item 4 – Election of one or two persons to approve the minutes
The Board of Directors proposes that Carl Rosenblad (Rocet AB) be appointed jointly with the chairman to check the minutes, or in the event that he is unable to attend, a person who is nominated by a representative of the Nomination Committee. The role of the checker of the minutes is also to check the voting register and that advance votes received are correctly reproduced in the minutes of the AGM.
Item 9 – Adoption of the number of Board members and auditors, and deputies for these posts where appropriate
The Nomination Committee proposes that, for the period until the end of the next AGM, the Board of Directors shall consist of four ordinary Board members, with no deputies.
The Nomination Committee proposes that the Company, for the period until the end of the next AGM, shall have one auditor, with no deputy auditor, in the form of a registered audit firm.
Item 10 – Determination of the fees for the Board and auditors
The Nomination Committee's proposal for Board fees will be announced by press release and posted on the Company website www.quartiersproperties.com/en/investor-relations no later than 8 April 2022.
The Nomination Committee proposes that fees to auditors shall be paid on an ongoing basis in accordance with invoices approved by the Company.
Item 11 – Election of Board members and auditors, and deputies for these posts where appropriate
The Nomination Committee's proposal for the election of Board members and chair will be announced by press release and posted on the Company website www.quartiersproperties.com/en/investor-relations no later than 8 April 2022.
The Nomination Committee proposes re-election of registered audit firm Öhrlings PricewaterhouseCoopers AB for the period until the end of the next AGM. If Öhrlings PricewaterhouseCoopers AB is elected as auditors, Authorised Public Accountant Henrik Boman shall serve as principal auditor.
Item 12 – Resolution regarding the Nomination Committee
The Nomination Committee proposes that, prior to the 2023 AGM, the Committee shall consist of Andreas Bonnier (representing Egonomics AB) and Mats Lundberg (representing Fastighets Aktiebolag Bränneröd and Mats Invest AB). Mats Lundberg is proposed as chairman of the Nomination Committee. Should a member of the Nomination Committee leave their post before completion of their mandate, the chairman of the Nomination Committee (or the Chairman of the Board, should the chairman of the Nomination Committee leave their post) shall contact the largest shareholder in terms of voting rights that has not already appointed a member and ask them to appoint a member. Should this shareholder decline to appoint a member, the next largest shareholder shall be asked, and so on. Changes to the composition of the Nomination Committee shall be posted on the Company’s website.
No fees will be paid to the members of the Nomination Committee. However, members of the Nomination Committee may claim expenses from the Company for reasonable costs arising from the nomination procedure.
The Nomination Committee shall prepare proposals for the following resolutions prior to the 2023 Annual General Meeting:
- proposal for election of chairman of the meeting;
- proposal regarding the number of Board members and auditors, and deputies for these posts where appropriate;
- proposal regarding Board member fees and remuneration for the Company’s auditors;
- proposal for election of Board members, and deputies for these posts where appropriate;
- proposal for the election of Chairman of the Board;
- proposal regarding election of auditors, and deputies for these posts where appropriate; and
- proposal for decision on Nomination Committee.
Item 13 – Resolution regarding authorisation to issue shares
The Board proposes that the AGM authorise the Board of Directors, up until the next AGM and within the scope of the Articles of Association, on one or more occasions, with or without deviation from shareholders’ preferential rights, to decide on the issue of ordinary shares, share warrants and/or convertibles. The issue may be made against payment in cash, payment in kind and/or by offsetting, or otherwise subject to conditions. Decisions regarding the issue of shares, based on such authorisation, may generate an increase of no more than 15% in the Company’s share capital, based on the size of the share capital when such authorisation is first used. For private cash issues the subscription price must be set on a market basis.
Furthermore, the Board proposes that the Board, or person designated by the Board, shall be entitled to make any minor amendments to the AGM’s decision that may be necessary in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Particular requirements for majority vote
In order to be valid, the resolution under items 13 on the agenda must be seconded by shareholders representing no less than two-thirds of the votes cast and of the shares represented at the AGM.
Complete proposals and available documents
The proposals for resolutions under items 2, 3, 5, 9 and 12–14 are complete. With respect to items 10 and 11, the Nomination Committee's proposal for Board fees and election of Board members will be announced by press release and posted on the Company website www.quartiersproperties.com/en/investor-relations no later than 8 April 2022.
The annual accounts and auditor’s report for 2021 (including the Board’s proposal for distribution of the Company’s unappropriated profit) will be available from the Company and on the Company’s website www.quartiersproperties.com/en/investor-relations as of Friday, 8 May 2022 and will be sent by post to those shareholders who so request and who provide their postal address.
Processing of personal data
Quartiers Properties AB (publ) org.nr 556975-7684, with its registered office in Stockholm, is the personal data controller for the processing of personal data carried out by the Company or its service providers in relation to the AGM. For information about how personal data is processed, please refer to www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf (in Swedish).
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March 2022
Quartiers Properties AB (publ)
Board of Directors
Quartiers Properties
Marcus Johansson Prakt, CEO
Email: marcus.prakt@quartiersproperties.se
Phone: +46 72-018 5998
Website: www.quartiersproperties.com
The company in brief
Quartiers Properties is a Swedish property development company with a focus on excellent design and quality, and is active on the Spanish Costa del Sol. The company was founded in 2014 and has since built up a portfolio of investment properties and project properties. The company develops, sells and rents out properties.
Quartiers Properties owns and manages Boho Club, which is a boutique resort in Marbella’s Golden Mile district with a restaurant and 30 hotel rooms. The project has won awards for its design and architecture, and since its launch in 2019, both the hotel and the restaurant have established themselves as leading venues in Marbella. Visit Boho Club’s website www.bohoclub.com to book a hotel room or reserve a table at the restaurant. The restaurant is open daily, serving breakfast, lunch and dinner.
Quartiers Marbella Apartments is an apartment complex in Marbella’s neighbouring municipality of Benahavís, where Quartiers runs apartment rental operations. The apartments are perfectly suited as short-term and long-term accommodation and are popular among families, as well as groups visiting Marbella for leisure purposes, fitness holidays or to play golf. Visit our website www.quartiersmarbella.com to book your apartment.
Hacienda Collection is an apartment project in Benahavís just outside Marbella, where Quartiers Properties is selling apartments that are ready for immediate occupancy. The apartments are located in a gated community boasting views of the Mediterranean. These apartments feature a large, open floorplan with big windows, high-end kitchen, separate laundry room and 2–3 bedrooms. The spacious terraces offer plenty of scope for spending time with family and friends. Visit the website for further information and to book an online or in-person viewing: www.haciendacollection.es.
Mangold is the company’s Certified Adviser. Mangold can be contacted on +46 (0)8 503 015 50 or by emailing ca@mangold.se.