Notice of extraordinary general meeting in Victoria Park AB (publ)
NOTICE OF EXTRAORDINARY GENERAL MEETING IN Victoria park AB (publ)
The shareholders of Victoria Park AB (publ) are hereby summoned to attend the extraordinary general meeting (“EGM”) to be held on 19 June 2019 at 11.00 CEST at level seven (7) in Turning Torso, Malmö. Registration starts at 10.30 CEST 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 13 June 2019, and who, no later than 13 June 2019, give notice to the company of their intent to participate at the EGM have a right to participate at the EGM. 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 EGM, the shareholder will receive a confirmation. If no confirmation is received, notice has not been duly given.
In order to attend the EGM 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 13 June 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 EGM, 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 13 June 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 EGM. 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
- Opening of the meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Resolution on number of board members
- Resolution on redemption of preference shares and on transfer of funds to the statutory reserve
- Resolution on authorisation for the CEO to make minor adjustments to the resolutions that may be required in conjunction with the execution and registration thereof
- Closing of the meeting
Election of Chairman of the Meeting (item 2)
Deutsche Annington Acquisition Holding GmBH and HomeStar InvestCo AB proposes that Eddie Juhlin is elected Chairman of the EGM.
Resolution on number of board members (item 7)
It was noted that Anders Pettersson and Fabian Heß intend to leave the board of directors for Victoria Park at or before the Extraordinary General Meeting. Deutsche Annington Acquisition Holding GmBH and HomeStar InvestCo AB proposes that the board shall consist of only the five remaining board members.
Resolution on redemption of preference shares and on transfer of funds to the statutory reserve (item 8)
The Board of Directors proposes that the EGM, under the redemption clause in the articles of association § 5.4, resolves on a reduction of the share capital of SEK 113,525.17 for repayment to the shareholders by redeeming all 1,032,047 preference shares in the company.
In accordance with the articles of association § 5.4.3 the redemption price for every redeemed share shall amount to SEK 300, which corresponds to 120 per cent of the original subscription price at the first issuing of preference shares. The redemption price exceeds the quotient value with SEK 299.89. Therefore, the total redemption amount will be SEK 309,614,100, whereof SEK 309,500,574.83 will be repaid from the company’s freely distributal reserves and SEK 113,525.17 will be repaid from the company’s share capital.
According to the annual report for the financial year 2018 the freely distributal reserves amounted to SEK 584,156,131 per 31 December 2018. No changes of the company’s restricted equity have been carried out since then. However, the annual general meeting held on 23 April 2019 resolved on a dividend on preference shares amounting to SEK 20,640,940 in total.
It is proposed that the EGM resolves that, when the preference shares are redeemed, SEK 113,525.17 is simultaneously transferred from freely distributable reserves to the company’s statutory reserve.
The record date for the redemption of preference shares is proposed to be 8 July 2019, in which case payment of the redemption price is expected to be made on 11 July 2019. The last day for trading in preference shares including a right to the redemption price will, if the EGM resolves in accordance with the proposal, be 4 July 2019.
Resolution to authorise the Chief Executive Officer to make adjustments to the resolutions (item 9)
The Board of Directors proposes that the EGM 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 EGM to the extent that such should be required for the registration and execution of the resolutions.
Further information
At the time of the issue of this notice, the total number of shares in the company amounts to 243,906,359, whereof 76,742,815 ordinary shares of class A, 166,131,497 ordinary shares of class B and 1,032,047 preference shares, corresponding to a total number of votes of 93,459,169.4. The company does not hold any own shares.
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 EGM with regard to circumstances that could influence the appraisal of an item on the agenda. 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, May 2019
Victoria Park AB (publ)
The Board of Directors
NOTE: This is an unofficial translation of the original notice, which is in Swedish. In case of discrepancies, the Swedish version shall prevail.
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 March 2019, Victoria Park's property portfolio amounted to 1,128,000 square metres, comprising 14,300 flats, with a market value of SEK 18.8 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