Bli medlem
Bli medlem

Du är här

2016-03-15

Hemfosa Fastigheter AB: Notice to attend the Annual General Meeting 2016 in Hemfosa Fastigheter

This constitutes information that Hemfosa Fastigheter AB (publ) is
legally obliged to publish under the Securities Market Act and/or the
Financial Instruments Trading Act. The information was issued for
publication on 15 Mars 2016, at 7.35 a.m. (CET).

The shareholders of Hemfosa Fastigheter AB (publ) ("Hemfosa") are
hereby invited to the Annual General Meeting on Tuesday 19 April 2016
at 3.00 p.m. CET at Hotel Rival, Mariatorget 3, in Stockholm, Sweden.
Entry to the Annual General Meeting will commence at 2.00 p.m. CET.

NOTIFICATION ETC.

Shareholders who wish to attend the Annual General Meeting

shall be entered in the share register maintained by Euroclear Sweden AB on Wednesday 13 April 2016,

shall give notice of their attendance no later than on Wednesday 13 April 2016. Notification shall be submitted in writing to Hemfosa Fastigheter AB (publ), c/o Euroclear Sweden AB, "Annual General Meeting 2016", Box 191, 103 98 Stockholm, Sweden, or by telephone to +46 (0)8-402 92 96. Notification can also be made via Hemfosa's website, www.hemfosa.se. The notification shall state name, personal identification number or company registration number, address, telephone number and accompanying advisors, if any (not more than two).

Shareholders whose shares are registered in the name of a nominee must
temporarily re-register the shares in their own name in order to be
entitled to attend and vote at the Annual General Meeting. Such
re-registration must be effected with Euroclear Sweden AB on
Wednesday 13 April 2016, which means that the shareholder must inform
its nominee well before this date.

Shareholders attending by proxy or a representative should send powers
of attorney in original, certificates of incorporation and any other
documents of authorisation to the company at the address above well
before the Annual General Meeting. A template proxy form is available
on the company's website, www.hemfosa.se. Shareholders cannot vote or
in other ways attend the Annual General Meeting by remote access.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to check and verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the annual report and the auditor's report and the
consolidated financial statements and the auditor's report for the
group

8. Report by the Chairman of the Board on the work of the Board
9. Presentation by the CEO
10. Resolutions regarding
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,

b) disposition of the company's result in accordance with the adopted balance sheet, and

c) whether the Board members and the CEO should be discharged from liability

1. Determination of remuneration to be paid to the Board members and
the auditor

2. Election of Board members and auditor
3. Resolution regarding approval of the Board of Directors' decision
on a new issue of ordinary shares with pre-emption right for the
shareholders of ordinary shares

4. Resolution regarding authorisation for the Board of Directors to
resolve upon new issue of ordinary shares

5. Resolution regarding guidelines for remuneration to the senior
executives

6. Closing of the meeting
PROPOSED RESOLUTIONS

Item 2 - Election of Chairman of the meeting

The nomination committee proposes that Wilhelm Lüning, member of the
Swedish Bar Association, is elected Chairman of the Annual General
Meeting.

Item 10 b - Resolution regarding disposition of the company's result
in accordance with the adopted balance sheet

The Board of Directors proposes that the meeting resolves that, until
the next Annual General Meeting, a dividend to the shareholders of
ordinary shares shall be paid in a total amount of SEK 4.20 per
ordinary share, with quarterly payments of SEK 1.05 per ordinary
share. Proposed record days for the quarterly dividends on the
ordinary shares are 21 April 2016, 10 July 2016, 10 October 2016 and
10 January 2017. In the event that such day is not a banking day, the
record day shall be the immediate preceding banking day. The dividend
payments on the ordinary shares are estimated to be distributed by
Euroclear Sweden AB on the third banking day after each record day.

The Board of Directors further proposes that the meeting resolves
that, until the next Annual General Meeting, a dividend to the
shareholders of preference shares shall be paid in a total amount of
SEK 10.00 per preference share, with quarterly payments of SEK 2.50
per preference share. Proposed record days for the quarterly
dividends for the preference shares are 10 July 2016, 10 October
2016, 10 January 2017 and 10 April 2017. In the event that such day
is not a banking day, the record day shall be the immediately
preceding banking day. The dividend payments on the preference shares
are estimated to be distributed by Euroclear Sweden AB on the third
banking day after each record day.

In aggregate, the proposed dividend as set out above amounts to SEK
662,048,864.

The Board of Directors has furthermore resolved on an issue of new
shares with pre-emption rights for the existing holders of ordinary
shares, subject to approval by the general meeting (item 13 on the
agenda). The Board of Directors proposes that the new ordinary shares
that may be issued pursuant to the resolution by the Board of
Directors regarding an issue of new shares shall entitle to dividend
as set out above as of the day on which they are entered in the share
register maintained by Euroclear Sweden AB. Provided that the Annual
General Meeting approves the resolution by the Board of Directors
regarding an issue of new shares, the dividend on the new ordinary
shares may amount to up to SEK 105,000,000.

The Board of Directors has furthermore proposed that the Annual
General Meeting authorises the Board of Directors to resolve upon new
issues of ordinary shares (item 14 on the agenda). The Board of
Directors proposes that the new ordinary shares that may be issued
pursuant to the authorisation shall entitle to dividend as set out
above as of the day on which they are entered in the share register
maintained by Euroclear Sweden AB. At a maximum use of the
authorisation, the dividend on the new ordinary shares may amount to
SEK 51,903,666.

The Board of Directors proposes that the remaining profits are carried
forward.

Item 11 - Determination of remuneration to be paid to the Board
members and the auditor

The nomination committee proposes that an annual remuneration of SEK
400,000 (previously SEK 350,000) shall be paid to the Chairman of the
Board of Directors and that SEK 180,000 (previously SEK 175,000)
shall be paid to each of the other Board members elected by the
Annual General Meeting who are not employed by the company. The
nomination committee has further proposed that an annual remuneration
of SEK 60,000 (unchanged) shall be paid to the Chairman of the audit
committee and SEK 35,000 (unchanged) to each of the other members of
the audit committee. No remuneration will be paid for work in the
remuneration committee. Provided that it is cost neutral for the
company, remuneration may be invoiced by a Board member through a
wholly-owned company.

The nomination committee proposes that remuneration to the company's
auditor shall be paid in accordance with approved invoices.

Item 12 - Election of Board members and auditor

The nomination committee proposes that the Board of Directors shall
consist of six ordinary members and that Bengt Kjell, Jens Engwall,
Anneli Lindblom, Caroline Sundewall and Ulrika Valassi are re-elected
as Board members for the period until the end of the next Annual
General Meeting, and that no deputy directors are elected.
Per-Ingemar Persson is nominated for election as new Board member.
Magnus Eriksson and Daniel Skoghäll have declined re-election.

The nomination committee deems it appropriate to, in the future, aim
to have a Board of Directors consisting of seven members. Since the
nomination committee shortly before publication of the notice to the
Annual General Meeting was informed that Magnus Eriksson declines
re-election, the nomination committee has chosen to propose, to this
Annual General Meeting, that the Board shall consist of six members,
which is considered a requisite number of members.

The nomination committee further proposes that Bengt Kjell is
re-elected as Chairman of the Board.

A report on the nomination committee's proposals and further
information regarding the proposed Board members is available on the
company's website, www.hemfosa.se.

The nomination committee further proposes that the registered
accounting firm KPMG AB is re-elected as auditor until the end of the
next Annual General Meeting. KPMG AB will, if elected, appoint Björn
Flink to be auditor in charge.

Item 13 - Resolution regarding approval of the Board of Directors'
decision on a new issue of ordinary shares with pre-emption right for
the shareholders of ordinary shares

The Board of Directors proposes that the Annual General Meeting
approves the Board of Directors' resolution from 14 March 2016 to
increase the share capital of the company by way of a new issue of
ordinary shares with pre-emption right for the shareholders of
ordinary shares, pursuant to the following terms and conditions. The
issue proceeds of the new issue shall amount to approximately MSEK
1,800, before issue costs. It is intended to use the proceeds for
property acquisitions which are continuously evaluated by the company
in its day-to-day operations as well as for investments in the
existing property portfolio.

The Board of Directors will not later than 14 April 2016 resolve on
the amount by which the share capital shall be increased, the number
of ordinary shares to be issued and the subscription price per
ordinary share.

Subscription rights, record date and allocation

All shareholders of ordinary shares in the company shall have
pre-emption right to subscribe for new ordinary shares in proportion
to the number of ordinary shares held by them. Holders of ordinary
shares registered as shareholders of the company on 21 April 2016
(the record date for the new share issue) are entitled to receive
subscription rights. Subscription of ordinary shares shall also be
possible without subscription rights. If not all ordinary shares are
subscribed for with subscription rights (primary pre-emption right),
the Board of Directors shall resolve on the allocation of ordinary
shares subscribed for without subscription rights. In such case,
allocation shall be made in accordance with the following. Firstly,
shares not subscribed for with primary pre-emption rights shall be
offered to all shareholders (secondary pre-emption rights). If the
number of ordinary shares subscribed for with secondary pre-emption
rights is insufficient for subscription demand, the remaining shares
shall be distributed among the subscribers pro rata to the total
number of shares in the company already held by them, regardless of
whether such shares are ordinary shares or preference shares. To the
extent that this is not possible in relation to certain share/shares,
the distribution shall be made by drawing lots. Secondly, allocation
shall be made to persons who have applied for subscription without
pre-emption right and, in the case of over-subscription, pro rata in
relation to the number of shares subscribed for, and, where this is
not possible, by drawing lots.

Subscription period and payment

Subscription of new ordinary shares by the exercise of subscription
rights shall be paid in cash during the period from and including 26
April 2016 up to including 10 May 2016. Subscription for new ordinary
shares without the exercise of subscription rights shall be made on a
se...

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.