Pre-Annual General Meeting Information • Mar 21, 2023
Pre-Annual General Meeting Information
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English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
The Annual General Meeting of Nyfosa AB will be held on Tuesday April 25, 2023 at 3.00 p.m. CEST at Fotografiska, Stadsgårdshamnen 22, in Stockholm. Registration begins at 2.15 p.m. CEST.
The board of directors has resolved that shareholders may also exercise their voting right at the Annual General Meeting by postal voting pursuant to the provisions in the articles of association of Nyfosa.
Shareholders wishing to attend the Annual General Meeting
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading "Postal voting" below. Such postal voting does not require any further notice of attendance.
To be entitled to attend the Annual General Meeting, shareholders whose shares are nomineeregistered must, in addition to giving notice of attendance to the company, register such shares in their own names so that the shareholder is recorded in the share register as of April 17, 2023. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after April 17, 2023 will be considered in the preparation of the share register.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document doesn't exist, a corresponding document shall be enclosed. In order to facilitate the registration at the general meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than April 19, 2023. A proxy form is available on the company's website, www.nyfosa.se.
A designated form shall be used for postal voting. The form is available on Nyfosa's website, www.nyfosa.se. The postal voting form is considered as a notification of attendance at the general meeting. The completed voting form must be received by Euroclear Sweden AB, no later than Wednesday April 19, 2023. The completed form shall be sent to Nyfosa AB, "Annual General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to [email protected] (with reference "Nyfosa Annual General Meeting 2023"). If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.nyfosa.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
d) dividend for any additional ordinary shares of Class D
The nomination committee proposes that the chairman of the board of directors, Johan Ericsson, is elected chairman of the general meeting.
The board of directors proposes that the Annual General Meeting resolves on a dividend to the shareholders until the next Annual General Meeting, of a total of SEK 4.00 per ordinary share of Class A with four quarterly payments of SEK 1.00 per ordinary share of Class A. As record days for the dividend, the board of directors proposes Thursday April 27, 2023, Friday June 30, 2023, Friday September 29, 2023 and Friday December 29, 2023. If the Annual General Meeting resolves in accordance with the proposal, dividend is estimated to be distributed by Euroclear Sweden AB on the third banking day after each record day. See also the board of directors' proposal under item 19 d) regarding dividend for any additional ordinary shares of Class D.
The board of directors proposes that the Annual General Meeting approves the report regarding remuneration to the CEO and the board of directors for the financial year 2022.
The nomination committee proposes that the board of directors, for the period until the end of the next Annual General Meeting, shall increase with one director and consist of eight directors elected by the general meeting with no deputies.
The nomination committee proposes that the company shall have one auditor with no deputy.
For the period until the end of the next Annual General Meeting, the nomination committee proposes that remuneration of SEK 515,000 (previously SEK 500,000) shall be paid to the chairman of the board of directors and SEK 210,000 (previously SEK 200,000) shall be paid to each other director elected by the general meeting. Further, it is proposed that for work in the audit committee, an annual remuneration of SEK 75,000 (previously SEK 70,000) shall be paid to the chairman of the audit committee and SEK 36,000 (previously SEK 35,000) to each other member of the audit committee. In addition, it is proposed that for work in the remuneration committee, an annual remuneration of SEK 42,000 (previously SEK 40,000) shall be paid to the chairman of the remuneration committee, and SEK 21,000 (previously SEK 20,000) to each other member of the remuneration committee.
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
The nomination committee proposes that Jens Engwall, Johan Ericsson, Patrick Gylling, Lisa Dominguez Flodin, Per Lindblad, Marie Bucht Toresäter and Claes Magnus Åkesson shall be re-elected as directors and that David Mindus is elected as new director.
The nomination committee proposes that Johan Ericsson shall be re-elected as chairman of the board of directors.
David Mindus is CEO and member of the board of AB Sagax. David Mindus does not hold any own shares in Nyfosa, but holds approximately 17.69 percent of the capital and 29.98 percent of the votes in AB Sagax which in turn holds 21.3% of the capital and votes in Nyfosa. Thereto, David is a member of the board of Hemsö Fastighets AB, Söderport Property Investment AB (and group companies) and Mindustri AB (and group companies). He was born in 1972 and holds a degree in economics from Stockholm University. David Mindus is not independent in relation to the company, the group management or the company's major shareholders.
Information about the other proposed directors is available on the company's website, www.nyfosa.se.
The nomination committee proposes that the registered accounting firm KPMG AB is re-elected as auditor for the period until the end of the next Annual General Meeting. The proposal of the nomination committee is in accordance with the audit committee's recommendation.
KPMG AB has informed that if the nomination committee's proposal for auditor is adopted by the general meeting, Mattias Johansson, authorised public accountant, will be appointed as the auditor in charge.
The board of directors proposes that the general meeting resolves on a directed issue of warrants and approval of transfer of warrants in accordance with the following. Shareholders representing approximately 49.71 percent of the shares and votes in Nyfosa, including AB Sagax, Länsförsäkringar Fonder and SEB Fonder, have in advance expressed their support for the board of directors' proposal.
employees pursuant to Section 2. Over-subscription is not possible. The warrants shall be issued to the Subsidiary free of charge.
(ii) SEK 0. 1
The total return index that shall be applied contains all the real estate companies listed in Nasdaq Stockholm's real estate index (SX35GI) from time to time and takes into account the companies' share price development and dividends paid.
If the company has inside information during any part of the period from and including April 26, 2023 up until and including May 3, 2023, the board of directors shall have the right to postpone the subscription period and the measurement period for the Ordinary Share's average price and the index, respectively. The subscription price may not be lower than the current quota value of the Ordinary Share.
1.8 Upon exercise of the warrants, the number of Ordinary Shares that each warrant is entitled to subscribe for shall be recalculated in accordance with the following formula, whereas the subscription price paid per Ordinary Share by the participant upon exercise of the warrant shall correspond to the Ordinary Share's quota value.2
| recalculated number of = Ordinary Shares that each warrant entitles to subscription of |
The Ordinary Share's volume weighted average price on the |
|---|---|
| trading day when the company publishes the interim report | |
| for the period January 1 – March 31, 2026 decreased with | |
| the Subscription price (calculated in accordance with the | |
| Section 1.7 above) | |
| The Ordinary Share's volume weighted average price on the | |
| trading day when the company publishes the interim report | |
| for the period January 1 – March 31, 2026 decreased with | |
| the Ordinary Share's quota value |
1.9 Ordinary Shares that are issued following subscription shall entitle to dividends for the first time on the first record date for dividends which occurs after the subscription for Ordinary Shares has been effected as a result of exercising the warrants.
1 N.B. Illustrative calculation example showing the calculation of the Subscription Price per Ordinary Share if the company has had a development of the total return index with 1.5 when all real estate companies listed on Nasdaq Stockholm have had a corresponding development of 1.3. Note that all values entered in the example below are fictious and are only intended to illustrate how the calculation formula should be applied.
Calculation example: 117 = 135 - MAX (90 x ( (135/90) - (130/100) ) ; 0 )
2 In addition, the recalculation of the number of Ordinary Shares to which each warrant entitles the holder and the subscription price to be paid upon exercise may be recalculated in accordance with the full terms of the warrants.
| Category | Guaranteed number of | Maximum number of |
|---|---|---|
| warrants/person | warrants/person | |
| A. CEO, President | 45,000 | 67,500 |
| (no more than 1 person) | ||
| B. Other members of the | 23,000 | 34,500 |
| group management | (Total within the category: | |
| (no more than 5 persons) | 115,000) | |
| C. Other employees | 10,000 | 15,000 |
| (no more than 60 persons) | (Total within the category: | |
| 600,000) |
2.1.4 The right to acquire warrants from the Subsidiary shall only belong to employees who have not terminated their employment or whose employment has not been terminated at the end of the application period.
2.1.5 Warrants may also be offered to future employees. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution. This means that acquisitions shall be made at market value at the time of the acquisition.
The warrants shall be subject to an obligation for participants who wish to transfer or otherwise dispose his or her warrants to a third party, to first offer the warrants to the company or its subsidiaries to the lowest of the acquisition value and the market value. Furthermore, during the
term of the program, the warrants shall be subject to a right for the company or its subsidiaries to repurchase the warrants to the lowest of the acquisition value and the market value, should a participant's employment with or assignments for the company be terminated, or should the employee have terminated their employment or have had their employment terminated by the company. Also, the termination of a participant's employment results in limitations in relation to the right to subsidization of the premium in accordance with Section 2.2.4 above.
| Average share price of the Ordinary Share |
Total number of new Ordinary Shares |
Total increase of the share capital |
Total dilution |
|---|---|---|---|
| SEK 100.0 | 0 | SEK 0 | 0,00 % |
| SEK 125.0 | 152,610 | SEK 76,305 | 0.08 % |
| SEK 150.0 | 254,181 | SEK 127,090 | 0.13 % |
| SEK 175.0 | 326,648 | SEK 163,324 | 0.17 % |
N.B. Illustrative calculation example based on an assumed Subscription Price of SEK 100.0
The warrant program is expected to have a marginal impact on the company's financial ratios. The company's costs before taxes for the warrant program, including the directed issuance, the subsequent transfer of warrants and the subsidization, consist of administrative costs and costs relating to social security contributions. The total cost of the warrant program, assuming full participation, is expected to amount to approximately MSEK 4.05, which is distributed over a period of three years.
The principles of the warrant program have been prepared by the board of directors of the company. The proposal has been prepared with the assistance of external advisors and after consultation with shareholders. The board of directors has thereafter decided to submit this proposal to the general meeting. Except for the employees who prepared the matter pursuant to instructions from the board of directors, no employee that may be included in the program has taken part in the design of the terms and conditions.
Apart from the proposed warrant program, Nyfosa has two outstanding warrant programs for its employees established in 2021 and 2022. Aside from those, there are no outstanding share related incentive programs in Nyfosa.
The board of directors proposes that the general meeting instructs the company's board of directors to execute the resolution in accordance with Section 1 and to ensure that the Subsidiary's board of directors carries out the transfer of warrants in accordance with Section 2. A resolution under this item will not be valid unless supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Resolution on a) authorisation for the board of directors to resolve to issue new ordinary shares of Class A, b) authorisation for the board of directors to resolve to issue new convertible bonds, c) authorisation for the board of directors to resolve to issue new ordinary shares of Class D and d) dividend for any additional ordinary shares of Class D (item 19)
Resolution on authorisation for the board of directors to resolve to issue new ordinary shares of Class A (item 19 a))
The board of directors proposes that the general meeting resolves on authorisation for the board of directors to resolve on a new issue in accordance with the following.
The board of directors shall be authorised to resolve to issue new ordinary shares of Class A in the company on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the board of directors may resolve to issue a number of new shares corresponding to, together with any shares issued under the authorisations in accordance with item 19 b) and 19 c), a maximum of ten percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
The board of directors shall be authorised to resolve on issue where payment is made in cash, by contribution in kind or by way of set-off. A cash issue or issue by way of set-off that takes place with deviation from the shareholders' preferential rights shall be in line with market terms.
The purpose of the authorisation and the reasons for potential deviation from the shareholders' preferential rights are that the board of directors shall be able to resolve on issue of shares in order to finance acquisitions of real property or real property companies, or part of real property or real property companies, or in order to finance investments in new or existing real properties.
The board of directors proposes that the general meeting resolves on authorisation for the board of directors to resolve on a new issue in accordance with the following.
The board of directors shall be authorised to resolve to issue convertible bonds to convert into ordinary shares of Class A in the company on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, a number of new shares may be issued after conversion corresponding to, together with any shares that may be issued under the authorisation in accordance with item 19 a) and 19 c), a maximum of ten percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
The authorisation shall include a right to resolve on issue where payment is made in cash, by contribution in kind or by way of set-off. A cash issue or issue by way of set-off that takes place with deviation from the shareholders' preferential rights shall be in line with market terms.
The purpose of the authorisation and the reasons for potential deviation from the shareholders' preferential rights are that the board of directors shall be able to resolve on issue of shares in order to increase the company's financial flexibility and adapt Nyfosa's capital structure, finance acquisitions of real property or real property companies, or part of real property or real property companies, or in order to finance investments in new or existing real properties.
The board of directors proposes that the general meeting resolves on authorisation for the board of directors to resolve on a new issue in accordance with the following.
The board of directors shall be authorised to resolve to issue new ordinary shares of Class D in the company on one or several occasions for the period up to the next Annual General Meeting, to the extent that such new issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the board of directors may resolve to issue a number of new shares corresponding to, together with any shares issued under the authorisations in accordance with item 19 a) and 19 b), a maximum of ten percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
The board of directors shall be authorised to resolve on issue where payment is made in cash, by contribution in kind or by way of set-off. A cash issue or issue by way of set-off that takes place with deviation from the shareholders' preferential rights shall be in line with market terms.
The purpose of the authorisation and the reasons for potential deviation from the shareholders' preferential rights are that the board of directors shall be able to resolve on issue of shares in order to finance acquisitions of real property or real property companies, or part of real property or real property companies, or in order to finance investments in new or existing real properties.
The board of directors has under item 19 a), 19 b) and 19 c) above proposed that the general meeting resolves on an authorisation for the board of directors to resolve to issue new ordinary shares of Class A, convertible bonds (convertible to ordinary shares of Class A) and ordinary shares of Class D respectively in the company.
If the company issues ordinary shares of Class D during the period until the Annual General Meeting 2024, the board of directors proposes that the general meeting resolves on a dividend on all new ordinary shares of Class D issued by the board of directors under the authorisation, in total a maximum of 19,102,281 ordinary shares of Class D until the Annual General Meeting 2024, be paid quarterly with equal payments of SEK two (2), maximum SEK eight (8) in total.
Unappropriated earnings that are available for distribution amounts at the date for this notice to SEK 11,828,423,527.
The record dates for the quarterly payments of both ordinary shares of Class A and Class D that may be issued are proposed to occur on July 10, 2023, October 10, 2023, January 10, 2024 and April 10, 2024. Payment from Euroclear Sweden AB is expected to be distributed on the third banking day after each record date.
The first time payment of dividend may occur on the ordinary shares of Class D that may be issued under the authorisation, is at the payment day that occurs after the first record date, once the ordinary shares of Class D have been registered with the Swedish Companies Registration Office and been inserted in the share register held by Euroclear Sweden AB.
The board of directors proposes that the general meeting authorises the board of directors to, on one or several occasions for the period until the end of the next Annual General Meeting, resolve to acquire a maximum number of own ordinary shares of Class A so that the company holds a maximum of 10 percent of all shares in the company at any time following the acquisition. Acquisitions shall be conducted on Nasdaq Stockholm and at a price per ordinary share of Class A that is within the price range for the share price prevailing at any time (the so-called spread), i.e. the range between the highest ask price and the lowest bid price. In the event that the acquisitions are effected by a stock broker as assigned by the company, the price of own ordinary shares of Class A may, however, correspond to the volume weighted average price during the time period within which the ordinary shares of Class A were acquired, even if the volume weighted average price on the day of delivery to the company falls outside the price range. Payment for the ordinary shares of Class A shall be made in cash.
The purpose of the above authorisations, regarding repurchase of own ordinary shares of Class A, is to adjust the company's capital structure according to the capital requirements from time to time, thereby contributing to an increase in shareholder value, as well as to be able to transfer own ordinary shares of Class A as payment, or in order to finance acquisitions of real property or real property companies, or in order to finance investments in new or existing real properties. The purpose of the authorisation does not include trading in the company's own shares for short-term profit.
A resolution by the general meeting in accordance with item 18 (LTIP 2023) is valid only where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Resolutions by the general meeting in accordance with items 19 a), 19 b) and 19 c) (issue authorisation of ordinary shares of Class A, convertible bonds and ordinary shares of Class D, respectively) and item 20 (resolution on authorisation for the board of directors to resolve upon repurchase of own ordinary shares of Class A) are valid where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the meeting's resolutions that may be required in connection with registration at the Swedish Companies Registration Office or due to other formal requirements.
Accounting documents, the auditor's statement and other documents that shall be made available pursuant to the Swedish Companies Act and the Swedish Code of Corporate Governance, will be made available, at the company and on the company's website, www.nyfosa.se, from no later than April 4, 2023 and will be sent immediately and free of charge for the recipient to any shareholder who requests the documents and provide their postal or e-mail address. The documents will also be available at the general meeting.
As of the date of this notice, the total number of shares in the company is 191,022,813 shares, corresponding to a total number of 191,022,813 votes. At the same date, the company does not hold any of its own shares.
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation, the company's relationship to another group company and the consolidated financial statements. Shareholders who wish to send in questions in advance can do so in writing to Nyfosa AB, Att: Legal, P.O. Box 4044, SE-131 04, Nacka, Sweden or by e-mail to Linn Ejderhamn (General Counsel) to [email protected].
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________
Nacka in March 2023 Nyfosa AB The board of directors
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