Pre-Annual General Meeting Information • Mar 16, 2021
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

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 Wednesday April 21, 2021. Due to the Covid-19 pandemic, the meeting will be carried out only through advance postal voting pursuant to temporary legislation. It will not be possible to attend the meeting in person or by proxy.
Those wishing to attend the meeting
To be entitled to attend the meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance to the company by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of April 13, 2021. 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 13, 2021 will be considered in the preparation of the share register.
The shareholders may exercise their voting rights at the meeting only by voting in advance, through so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
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 the notification of participation at the meeting.
The completed voting form must be received by Euroclear Sweden AB (being the administrator of the forms for Nyfosa), no later than Tuesday April 20, 2021. 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 2021"). 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.
The nomination committee proposes that Fredrik Lundén, member of the Swedish Bar Association, is elected chairman of the meeting.
The voting list which is proposed to be approved under item 2 shall be the voting list drawn up by Euroclear Sweden AB at the request of the company based on the meeting's share register and postal votes received. The list shall be controlled by the persons verifying the minutes.
The board of directors proposes that Johannes Wingborg, representative of Länsförsäkringar Fondförvaltning, and Ulrik Grönvall, representative of Swedbank Robur Fonder, or, if any or both of them are unable to attend the meeting, any of the persons assigned by the board of directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
The board of directors proposes that the Annual General Meeting resolves on an ordinary dividend to the shareholders until the next Annual General Meeting, of a total of SEK 3.00 per share with a quarterly payment of SEK 0.75 per share, and an extra dividend of SEK 1.00 per share. As record days for the ordinary quarterly dividend, the board of directors proposes Friday April 23, 2021, Wednesday June 30, 2021, Thursday September 30, 2021 and Thursday December 30, 2021. As record day for the extra dividend, the board of directors proposes Friday April 23, 2021. 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.
The board of directors proposes that the Annual General Meeting, for advisory purposes, approves the report regarding remuneration to the CEO and the board of directors for the financial year 2020.
The nomination committee proposes that the board of directors, for the period until the end of the next Annual General Meeting, shall continue to consist of seven 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 500,000 (previously SEK 425,000) shall be paid to the chairman of the board of directors and SEK 200,000 (previously SEK 170,000) shall be paid to each other director elected by the meeting who is not employed by the company. Further, it is proposed that for work in the audit committee, an annual remuneration of SEK 70,000 (previously SEK 60,000) shall be paid to the chairman of the audit committee and SEK 35,000 (previously SEK 30,000) 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 40,000 (unchanged) shall be paid to the chairman of the remuneration committee, and SEK 20,000 (unchanged) 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 Johan Ericsson, Mats Andersson, Marie Bucht Toresäter, Lisa Dominguez Flodin, Jens Engwall, Per Lindblad and Jenny Wärmé shall be re-elected as directors.
The nomination committee proposes that Johan Ericsson shall be re-elected as chairman of the board of directors.
Information about the 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 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 32.2 percent of the shares and votes in Nyfosa, including Länsförsäkringar Fondförvaltning, Swedbank Robur Fonder and AB Sagax, have in advance expressed their support for the board of directors's proposal.
| The volume weighted average Subscription price share price on the per share for day Nyfosa publishes the Warrants MAX 2021/2024 Series II interim report for the period January 1- March 31, 2024 |
The average closing price of the share during the period from and including April 22, 2021 up until and including May 4, 2021 according to Nasdaq Stockholm's official share price list |
The total return index value for Nyfosa based on an average index value for the period from and including April 22, 2021 up until and including May 4, 2021 in comparison with the index value on the day Nyfosa publishes the interim report for the period January 1-March 31, 2024 |
The total return index value for real estate companies listed on Nasdaq Stockholm based on an average index value for the period from and including April 22, 2021 up until and including May 4, 2021 in comparison with the index value on the day Nyfosa publishes the interim report for the period January 1-March 31, 2024 |
/100 ; | 0 |
|---|---|---|---|---|---|
| --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | --- |
The total return index that shall be applied has been designed by Nordea Bank Abp and 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 22 April, 2021 up until and including 4 May, 2021, the board of directors shall have the right to postpone the measurement periods for the average share price and the index, respectively. The subscription price may not be lower than the current quota value of the share.
| Category | Guaranteed number of warrants/person |
Maximum number of warrants/person |
|---|---|---|
| A. CEO, President | 76,000 | 114,000 |
| (not more than 1 person) | ||
| B. Newly appointed members | 76,000 | 114,000 |
| of the group management | (Total within the category: 152,000) | |
| (not more than 2 persons) | ||
| C. Other members of the | 36,000 | 54,000 |
| group management | (Total within the category: 72,000) | |
| (not more than 2 persons) | ||
| D. Other employees | 14,000 | 21,000 |
| (not more than 57 persons) | (Total within the category: 798,000) |
2.2.1 The warrants shall be transferred on market terms at a price (premium) corresponding to a calculated market value of the warrants performed by an independent valuation institute using a generally recognized valuation model. A new market value shall be established in an equivalent way for acquisitions made by new employees after the expiration of the initial application period.
The warrants shall be subject to an obligation for participants who wish to transfer or otherwise dispose of 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 2.2.5 above.
Upon full subscription of all 1,098,000 warrants, a maximum of 1,098,000 new shares may be issued, which corresponds to a maximum dilution of approximately 0.60 percent of the total number of shares and the total number of votes in the company upon full subscription of all warrants, subject to any recalculation in accordance with the terms and conditions of the warrants. Upon full subscription of all warrants, the share capital would increase by a maximum of SEK 549,000. The portion of the subscription price for the warrants that exceeds the quota value of the shares shall be apportioned to the non-restricted share premium reserve.
The participants in the warrant program shall have the right to, upon subscription for shares using the warrants, request that an alternative exercise model shall be applied in accordance with the complete terms and conditions. Upon application of the alternative exercise model, the subscription price for each share shall correspond to the share's quota value and the warrants shall entitle to a recalculated, generally lower, number of shares. However, the warrants shall not entitle to more than one (1) share per warrant, subject to any recalculation in accordance with the complete terms and conditions for the warrants. Assuming that the subscription price for the shares in Nyfosa that Warrants 2021/2024 Series I and Warrants 2021/2024 Series II entitle to subscription of are set at SEK 100, application of the alternative exercise model would have the following effects upon full subscription by exercising all 1,098,000 warrants and assuming full application of the alternative exercise model, if the price for Nyfosa's share would amount to what is stated below in connection with the subscription periods:
| Share price | Total dilution | Total number of new shares |
|---|---|---|
| SEK 120 | 0.10% | 183,765 |
| SEK 130 | 0.15% | 275,648 |
| SEK 140 | 0.20% | 367,531 |
| SEK 150 | 0.25% | 459,414 |
N.B. Illustrative calculation example based on an assumed subscription price of SEK 100
The warrant program is expected to have a marginal impact on the company's financial ratios. The costs before taxes for the company associated with the warrant program, including the directed issue, the subsequent transfer of warrants and the subsidy, 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 8, 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 one outstanding warrant program for its employees established in 2019. Aside from this, there are no outstanding share related incentive programs in Nyfosa.
The board of directors proposes that the 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.
The board of directors proposes that the general meeting resolves on authorisation for the board of directors to resolve to issue new shares in accordance with the following.
The board of directors shall be authorised to resolve to issue new shares 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 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 Annual General Meeting resolves to insert a new section in the articles of association which allows for the board of directors to collect powers of attorney in accordance with the procedure described in chapter 7, section 4, of the Swedish Companies Act and for the board of directors to decide that the shareholders shall be able to exercise their right to vote by post before the general meeting. As it is proposed to insert the section as a new section 11, a renumbering is proposed, whereby the previous section 11 becomes section 12 and the previous section 12 becomes section 13.
§ 11 Collection of powers of attorney and voting by post
The board of directors may collect powers of attorney in accordance with the procedure described in chapter 7, section 4, second paragraph of the Swedish Companies Act (2005:551).
The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting.
A resolution by the general meeting in accordance with item 15 (LTIP 2021) is valid only when supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting. A resolution by the meeting in accordance with items 16 (authorisation for the board of directors to resolve to issue new shares) and 17 (amendment to the articles of association) is valid when supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the 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, and thereby presented to the meeting, at the company and on the company's website, www.nyfosa.se, from no later than March 31, 2021 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.
Prior to the Annual General Meeting 2021, the company will for the first time prepare a remuneration report, present it at the Annual General Meeting and have it available. The report will be available in the same way as the above-mentioned documents.
As of the date of this notice, the total number of shares in the company is 184,501,073 shares, corresponding to a total number of 184,501,073 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. A request for such information shall be made in writing to Nyfosa AB, Att: Juridik, P.O. Box 4044, SE-131 04, Nacka, Sweden or by e-mail to Atieh Riazi (Corporate counsel) to [email protected], no later than on April 11, 2021. The information is provided by the company by being kept available at the company and on www.nyfosa.se, no later than as of April 16, 2021. Within the same period of time, the information will also be sent to the shareholders who so request and who state their postal or e-mail address.
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 2021 Nyfosa AB (publ) The Board of Directors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.