Notice to attend 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 Annual General Meeting on Wednesday 29 May 2019, at 10.00 a.m., at the offices of legal firm Wåhlin AB at Engelbrektsgatan 7, Stockholm, Sweden.
Shareholders wishing to attend the Annual General Meeting shall:
(i) be registered as a shareholder in the register of shareholders maintained by Euroclear Sweden AB on the record date, which is Thursday 23 May 2019. To be entitled to participate in the meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own name prior to 23 May 2019. Shareholders should allow plenty of time in advance of this date to contact the trustee.
(ii) inform the company of their intention to participate in the Annual General Meeting no later than 23 May 2019, by post to: Quartiers Properties AB (publ), c/o Advokatfirman Wåhlin, Att. Anna Klevbo, Engelbrektsgatan 7, SE-114 32 Stockholm, by phone on: +46 (0)73-566 77 72 or by email to: email@example.com.
When registering, shareholders must supply their name, personal identity number/corporate registration number and daytime phone number and, where applicable, details of any deputies, representatives and assistants (max. two assistants). Shareholders that are being represented must issue their representative with a signed and dated power of attorney. Original power of attorney and, for legal entities, proof of registration or equivalent authorisation documents, should be sent to the company at the above address well in advance of the AGM. Power of attorney forms are available on the company’s website www.quartiersproperties.com, and can be sent by post to shareholders requesting such who state their postal address.
Number of shares and votes
At the time this notice was issued the company had 48,462,896 ordinary shares, each carrying 10 votes, corresponding to 484,628,960 votes, and 7,274,617 preference shares, each carrying one vote, corresponding to 7,274,617 votes.
There are consequently a total of 55,737,513 shares and a total of 491,903,577 votes in the company.
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 approve the minutes
5. Determination as to whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation by the company’s CEO
8. Presentation of the annual accounts and auditors’ report and the consolidated financial statements and auditors’ report for the Group
9. Resolutions regarding:
a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
b. appropriation of the company’s profit or loss in accordance with the adopted balance sheet;
c. discharge from liability for the Board members and Chief Executive Officer.
10. Adoption of the number of Board members and auditors and deputies for these posts, where appropriate
11. Determination of the fees to the Board and Auditors
12. Election of Board members and auditors and deputies for these posts, where appropriate
13. Resolution regarding Nomination Committee
14. Resolution regarding authorisation to issue shares
15. Closing of the meeting.
Item 2 – Election of chairman of the meeting
The Nomination Committee (which consists of Andreas Bonnier, Jörgen Cederholm and Mats Lundberg) proposes that Anna-Maria Heidmark, a lawyer at Advokatfirman Wåhlin AB, be elected to chair the meeting.
Item 9 B. – Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet.
SEK 264,941,312 is available to the Annual General Meeting. The Board of Directors proposes that a dividend be paid on the company’s existing preference shares and preference shares that may be issued, for a total maximum amount of SEK 12,000,000. The remaining amount, i.e. SEK 252,941,312, shall be carried forward. The dividend shall be distributed in the amount of 24 öre per preference share and quarter, and the standard record dates for dividends shall be 28 June 2019, 30 September 2019, 30 December 2019, 31 March 2020 and 30 June 2020 (provided these dates fall before the 2020 Annual General Meeting). Payment of the dividend shall be made on the third business day following the record date. The dividend for preference shares that have not yet been issued by the date the AGM has resolved on the dividend are conditional on the preference share having been registered with the Swedish Companies Registration Office and entered into the share register maintained by Euroclear Sweden AB prior to the record date. Any remaining distributable funds following payment of the dividends as detailed above shall be carried forward. No dividend shall be paid on ordinary shares.
Item 10 – Adoption of the number of Board members and auditors and deputies for these posts, where appropriate
The Nomination Committee proposes that, for the period up until the end of the next Annual General Meeting, the Board of Directors shall consist of four ordinary Board members, with no deputies.
The Nomination Committee proposes that the company, for the period up until the end of the next Annual General Meeting, shall have one auditor, with no deputy auditor, in the form of a registered audit firm.
Item 11 – Determination of the fees to the Board and auditors
The Nomination Committee proposes that Board fees of SEK 160,000 shall be paid to the Chairman and SEK 80,000 to each of the other Board members elected by the AGM. These rates are unchanged.
The Nomination Committee proposes that fees to auditors shall be paid on an ongoing basis in accordance with invoices approved by the company.
Item 12 – Election of Board members and auditors, and deputies for these posts, where appropriate
The Nomination Committee proposes the re-election of the Board members Jörgen Cederholm, Sten Andersen and Jimmie Hall, and the election of Andreas Bonnier, as Board members for the period up until the end of the next Annual General Meeting. It is proposed that Jörgen Cederholm continue as Chairman of the Board. Lars Åke Olofsson did not stand for re-election so he can focus fully on his operational duties in the company.
Andreas Bonnier was born in 1972 and holds a Bachelor of Business Administration degree and qualifications in international business and marketing from Schiller International University in Paris. Andreas founded Quartiers Properties and is a serial entrepreneur who has spent most of his career building and growing companies in international environments. Andreas has many years’ experience of property development in Switzerland and France, where he has lived for 37 years. Andreas is active as a Board member in a number of other growth companies, including Nowonomics AB, and as a trustee of the Bonnier Family Foundation. Andreas has previously been active as a Board member in companies including Aitellu Technologies AB and Tradevenue AB. Andreas has been a Board member of Quartiers Properties before, in 2014 and 2015–2017.
Details of the Board members who are proposed for re-election can be found on the company’s website, www.quartiersproperties.com.
The Nomination Committee proposes the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB with principal auditor Henrik Boman for the period up until the end of the next AGM.
Item 13 – Resolution regarding Nomination Committee
The Nomination Committee proposes that the Nomination Committee prior to the 2020 Annual General Meeting shall consist of Andreas Bonnier (as representative of Egonomics AB) and Mats Lundberg (as representative of 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 the 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, who 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 associated with the nomination procedure.
The Nomination Committee shall prepare proposals for the following resolutions prior to the 2020 Annual General Meeting:
1. proposal for the election of chairman of the meeting;
2. proposal for the election of Board members;
3. proposal for the election of Chairman of the Board;
4. proposal regarding Board fees and any remuneration for committee work;
5. proposal for the election of auditors;
6. proposal regarding remuneration for the company’s auditors, and
7. proposal for decision on Nomination Committee.
Item 14 – 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 shares (ordinary shares and/or preference shares). When deciding on the number of preference shares to be issued, the Board of Directors shall ensure that the company is able to fulfil its commitments relating to dividends for preference shares, in accordance with the decision regarding the distribution of profit as detailed under item 9 B of the agenda for the meeting. An issue may be made against a cash payment, via assets contributed in kind and/or via offsetting, or otherwise according to conditions. Decisions on share issues based on this authority may result in an increase in the company’s share capital by a maximum of 15 percent. For private cash issues the subscription price must be set on a market basis.
The right of shareholders to ask questions
The shareholders of the company 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 of 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).
In order to be valid, resolutions under Item 14 of the agenda must be seconded by shareholders with at least two-thirds of the votes cast as well as the shares represented at the AGM.
Complete proposals and available documents
The proposals for resolutions under Items 2, 9 B and 10–14 are complete.
The annual accounts and audit report for the 2018 financial year, and the opinion of the Board regarding the proposed distribution of profit in accordance with Chapter 18, Section 4 of the Swedish Companies Act will be available from the company and on the company’s website at www.quartiersproperties.com as of 8 May 2019, and may be sent by post to those shareholders who so request and provide their postal address.
Stockholm, April 2019
Quartiers Properties AB (publ)
The Board of Directors
For further information, please contact:
Marcus Johansson Prakt, Interim CEO
Phone: +46 (0)-72 018 59 98