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Notice of annual general meeting in Victoria Park AB (publ)

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NOTE: This is an unofficial translation of the original notice, which is in Swedish. In case of discrepancies, the Swedish version shall prevail.

The shareholders of Victoria Park AB (publ) are hereby summoned to attend the Annual General Meeting (“AGM”) on 23 April 2019 at 17.00 CET at Malmö Börshus, Skeppsbron 2, in Malmö, Sweden. Registration starts at 16.30 CET and will stop when the meeting starts.

Right to participate 

Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per 15 April 2019, and who, no later than 15 April 2019, give notice to the company of their intent to participate at the AGM have a right to participate at the AGM. Notice to participate shall be given in writing to Victoria Park AB, c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö or by e-mail to victoriapark@fredersen.se. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two). Prior to the AGM, the shareholder will receive a confirmation and an admission card. If no admission card is received, notice has not been duly given. The admission cards will be sent a few days before the AGM to those who have given notice according to the above instructions. The admission card should be presented at the door when arriving to the AGM.

In order to attend the AGM the shareholders whose shares are registered under the name of a nominee, must temporarily register his shares in his own name in the share register kept by Euroclear Sweden AB. Such registration must be executed no later than 15 April 2019 and should be requested with the nominee well in advance.

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall prove the right of the person that has signed the power of attorney to appoint proxy. To facilitate registration at the AGM, please provide the power of attorney in original as well as registration certificate and other documents of authority to Fredersen Advokatbyrå to the address mentioned above on 15 April 2019 at the latest. If the power of attorney and other authorisation documents have not been submitted in advance, the power of attorney in the original and other authorisation documents must be presented at the AGM. Power of attorney forms are available at the company and on the company’s website, www.victoriapark.se, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda 

  1. Opening of the meeting
  2. Election of Chairman of the Meeting 
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to attest the minutes
  6. Determination as to whether the meeting has been duly convened
  7. Presentation of the annual report and the Auditor’s report as well as the group accounts and the Auditor’s report for the group
  8. Resolution on adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
  9. Resolution on allocation of the company’s profit according to the consolidated balance sheet
  10. Resolution on discharge from liability for the Board Members and the CEO
  11. Resolution as to the number of Board Members, Deputy Board Members, Auditors and Deputy Auditors
  12. Resolution on the remuneration to the Board of Directors and Auditor. Election of Board Members
  13. Election of Board Members
    Deutsche Annington Acquisition Holding GmBH and HomeStar InvestCo AB’s proposal of Board Members:
    1) Rolf Buch
    2) Fabian Heß
    3) Peter Hohlbein
    4) Jens Nagel
    5) Anders Pettersson
    6) Peter Strand
    7) Helene von Roeder
  14. Election of Chairman of the Board
  15. Election of Auditor
  16. Resolution regarding guidelines for remuneration to the executive management
  17. Resolution on authorisation for the Board of Directors to decide on issue of shares
  18. Resolution on authorisation for the CEO to perform minor adjustments to the resolutions that may be required in conjunction with the execution and registration thereof
  19. Closing of the meeting

Resolution proposals

Dividend (item 9) 

The Board of Directors proposes that no dividend is to be paid for ordinary shares for the financial year 2018.

The Board of Directors proposes that dividend for the financial year 2018 is to be paid in the amount of SEK 20 per preference share, which will be divided into four disbursements of SEK 5 each. As record dates for the dividends the following are proposed: 28 June, 2019, 30 September 2019, 30 December 2019 and 31 March 2020. The last day of trading of shares that include a right to dividend will be 26 June 2019, 26 September 2019, 23 December 2019 and 27 March 2020. If the AGM resolves according to the proposal, dividends will be sent by Euroclear Sweden AB on 3 July 2019, 3 October 2019, 7 January 2020 and 3 April 2020.

Election of Chairman of the Meeting, Board of Directors, Chairman of the Board and Auditor and resolution regarding remuneration to the Board of directors and auditor (item 2, 11-15)

Deutsche Annington Acquisition Holding GmBH and HomeStar InvestCo AB proposes as follows:

  • Chairman of the AGM: Eddie Juhlin
  • Number of Board Members: seven members and no Deputy Board Members,
  • Number of Auditors: one registered auditing firm and no Deputy Auditors,
  • Board Members: re-election of Rolf Buch, Fabian Heß, Peter Hohlbein, Jens Nagel, Anders Pettersson, Peter Strand and Helene von Roeder.
  • Chairman of the Board: Rolf Buch,
  • Auditor: re-election of Öhrlings PricewaterhouseCoopers AB (Öhrlings PricewaterhouseCoopers has stated that the Authorised Public Accountant Mats Åkerlund continues as the principle Auditor, if the Meeting resolves according to the proposal).
  • Remuneration to the Board of Directors: SEK 150,000 each to the Board Members,
  • In case the Board of Directors establishes a separate Audit Committee, remuneration shall be SEK 50,000 for the Chairman of the Audit Committee and SEK 25,000 to other members of the Audit Committee,
  • In case the Board of Directors establishes a separate Remuneration Committee, remuneration shall be SEK 30,000 to the Chairman of the Remuneration Committee and SEK 15,000 to the other members of the Remuneration Committee,
  • Remuneration to the Auditors: according to approved invoicing.

Resolution regarding guidelines for remuneration to the executive management (item 16) 

The Board of Directors proposes the following guidelines for remuneration to the executive management.

The Company shall offer a total remuneration in line with prevailing market conditions, enabling the company to recruit and retain competent executive management. CEO, CFO/deputy CEO, COO and CHRO are all positions that are considered to be members of the executive management. However, this may change during the year. The remuneration for the management shall be composed of a fixed salary and pension benefit, and may in addition consist of a variable salary component and non-monetary benefits. These guidelines shall apply to compensation to any board member which has an assignment exceeding the assignment as board member.

The fixed remuneration shall be based on individual factors such as competence, performance, area of responsibility and experience and shall be reviewed annually.

The variable salary component shall always be limited to an amount per year not exceeding 300 percent of the relevant member’s annual salary and shall depend on predetermined and measurable criteria with the purpose of benefitting the company on a long-term basis. For the CEO and the CFO/deputy CEO, the variable compensation may be based on individual and/or common goals as determined by the Board of Directors. For other members of the executive management, the variable compensation may be based on individual and/or common goals as determined by the CEO. Such goals may, inter alia, be connected to results or assets and/or the results of the relevant member’s area of responsibility.

Pension terms shall be adjusted to the prevailing market conditions, considering the terms for corresponding officials on the market, and shall be based on defined contribution plans. Severance pay for a member of the executive management may be paid with an amount not exceeding the fixed salary for 12 months. Severance pay and notice pay shall not exceed an amount corresponding to fixed salary for 18 months. A member of the executive management holding a position as a Board Member or a Deputy Board Member in a subsidiary to the company shall not be entitled to additional remuneration for such position.

The Board of Directors may deviate from these guidelines in an individual case under special circumstances.

Resolution on authorisation for the Board of Directors to issue shares (item 17) 

The Board of Directors proposes that the AGM decides the following.

The Board of Directors is authorised to issue new shares, on one or more occasions prior to the next AGM, with or without regard to shareholders’ pre-emption rights. The payment of issued shares may be in cash, by non-cash consideration, by set-off or otherwise subject to terms and conditions stated in The Swedish Companies Act, chapter 2 section 5, second paragraph, points 1-3 and 5. The number of shares to be issued pursuant to the authorisation shall not be limited in any other way than by the limit in the articles of association on the share capital and on the number of shares. A new issue adopted in virtue of the authorisation, shall take place at market conditions and shall be carried out as part of the financing of acquisitions of real property or companies that own real property, to capitalize the company before or after such acquisitions or to enable value creating investments.

Resolution to authorise the Chief Executive Officer to make adjustments to the resolutions (item 18)

The Board of Directors proposes that the AGM authorises the Chief Executive Officer, or the person appointed by the Chief Executive Officer, to make minor adjustments and clarifications of the resolutions adopted by the AGM to the extent that such should be required for the registration and execution of the resolutions.

Further information

Decision under item 17 shall only be valid if supported by shareholders holding at least two-thirds of the votes casted as well as the shares represented at the meeting. At the time of the issue of this notice, the total number of shares in the company amounts to 243,906,359, whereof 76,781,815 ordinary shares of class A, 166,092,497 ordinary shares of class B and 1,032,047 preference shares, corresponding to a total number of votes of 93,494,269.4. The company does not hold any own shares. 

The annual report, audit report, the auditors' opinion regarding the application of the guidelines for the remuneration of senior executives adopted by the AGM held in 2018, as well as complete underlying documentation in general, shall be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address. The Board of Directors and the Chief Executive Officer shall, in the event that a shareholder request it and the Board of Directors deems that such request may take place without significant detriment to the Company or its subsidiaries, provide information during the AGM with regard to circumstances that could influence the appraisal of an item on the agenda as well as circumstances that could influence the appraisal of the Company's or a subsidiary's financial position. This obligation to provide information shall also apply to the Company's relationship with its subsidiaries, as well as the consolidated accounts.

Processing of personal data 

For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Malmö, March 2019

Victoria Park AB (publ)

The Board of Directors 

Victoria Park AB (publ) is a listed property company, which, through long-term management and social responsibility for more attractive living, creates value in an expanding property portfolio in growth cities in Sweden. 
On 31 December 2018, Victoria Park's property portfolio amounted to 1,128,000 square metres, comprising 14,300 flats, with a market value of SEK 18.1 Bn. The shares in Victoria Park are listed for trading on the Nasdaq Stockholm Mid Cap exchange. 

Victoria Park AB (publ) Box 2, SE-201 20 Malmö, Sweden, Tel +46 (0)40 16 74 40, Corporate Reg. No. 556695-0738, Head Office Malmö, www.victoriapark.se/english 

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