The Annual General Meeting of
RIGHT TO ATTEND AND NOTICE
Shareholders wishing to attend the Annual General Meeting
shall be entered as shareholder in the share register kept by
shall give notice of attendance to the company no later than
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.
NOMINEE-REGISTERED SHARES
To be entitled to attend the meeting, shareholders whose shares are nominee-registered 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
PROXY ETC.
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 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
POSTAL VOTING
A designated form shall be used for postal voting. The form is available on
The completed voting form must be received by
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the annual report and the auditor's report and the consolidated financial statements and the audit report on the consolidated financial statements
9. Resolutions on:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) disposition of the company's earnings in accordance with the adopted balance sheet, and determination of record dates in case of dividend, and
c) discharge from liability for the directors of the board and the CEO for the financial year 2021
10. Presentation of the remuneration report for approval
11. Resolution on number of directors of the board
12. Resolution on number of auditors
13. Resolution on remuneration to the directors of the board
14. Resolution on remuneration to the auditor
15. Election of directors and chairman of the board of directors
16. Election of auditor
17. Resolution on directed issue of warrants and approval of transfer of warrants (LTIP 2022)
18. Resolution on
a) amendments to the articles of association (introduction of two new share classes (ordinary shares of Class D and preference shares) etc),
b) authorisation for the board of directors to resolve to issue new ordinary shares of Class A and Class D and preference shares, and
c) dividend for additional ordinary shares of Class D and/or additional preference shares
19. Closing of the meeting
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 2)
The nomination committee proposes that the chairman of the board of directors,
Preparation and approval of the voting list (item 3)
The voting list which is proposed to be approved under item 3 shall be the voting list drawn up by
Election of two persons to verify the minutes (item 5)
The board of directors proposes that Johannes Wingborg, representative of Länsförsäkringar Fondförvaltning AB, and
Disposition of the company's earnings in accordance with the adopted balance sheet, and determination of record dates in case of dividend (item 9 b)
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
Presentation of the remuneration report for approval (item 10)
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 2021.
Resolution on number of directors of the board (item 11)
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.
Resolution on number of auditors (item 12)
The nomination committee proposes that the company shall have one auditor with no deputy.
Resolution on remuneration to the directors of the board (item 13)
For the period until the end of the next Annual General Meeting, the nomination committee proposes that remuneration of
Resolution on remuneration to the auditor (item 14)
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Election of directors and chairman of the board of directors (item 15)
The nomination committee proposes that
The nomination committee proposes that
Information about the other proposed directors is available on the company’s website, www.nyfosa.se.
Election of auditor (item 16)
The nomination committee proposes that the registered accounting firm
Resolution on directed issue of warrants and approval of transfer of warrants (LTIP 2022) (item 17)
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 40.5 percent of the shares and votes in
1. ISSUE OF WARRANTS
1.1 The board of directors proposes that the General Meeting resolves on a directed issue of not more than 769,000 warrants, entailing an increase in the share capital of not more than
1.2 The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emption rights, be vested in the company’s wholly owned subsidiary
1.3 The reason for the deviation from the shareholders’ pre-emption rights is to introduce an incentive program and thereby a competitive remuneration structure, to provide alignment for the management team with company strategy, to create focus amongst employees on delivering exceptional performance which contributes to value creation for shareholders and to give employees the opportunity to take part in the company’s success.
1.4 Subscription of warrants must be completed no later than four weeks from when the resolution on issue of warrants was passed. The board of directors shall be entitled to extend the subscription period.
1.5 Each warrant entitles a right to subscribe for one (1) new ordinary share of Class A in the company (“Ordinary Shares”).[1] The warrants may be exercised to subscribe for Ordinary Shares in accordance with the terms and conditions of the warrants, during the following periods (subscription periods):
a) a two-week period from the day following the press release of the company’s interim report for the period of
b) a two-week period from the day following the press release of the company’s interim report for the period
c) a two-week period from the day following the press release of the company’s interim report for the period
1.6 The new Ordinary Shares which may be issued due to subscription are not subject to any restrictive provisions.
1.7 The subscription price per Ordinary Share upon exercise of the warrants shall be the volume weighted average Ordinary Share price on the trading day the company publishes the interim report for the period
(i) an amount corresponding to the average share price of the company’s Ordinary Share at the time of the issue, which shall consist of the average closing price during the period from and including
a. the development of the average total return index value for the company’s Ordinary Share from and including
b. reduced by the development of the average total return index value for real estate companies listed on Nasdaq Stockholm from and including
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
1.1 The Ordinary Shares that are newly issued following subscription shall entitle to dividends for the first time on the first record date for dividends which occurs after subscription for Ordinary Shares is effected as a result of exercising the warrants.1.2 The board of directors of the company may by means of a resolution by the board of directors and with the consent from the board of directors in the Subsidiary cancel the warrants held by the Subsidiary and which are not transferred in accordance with Section 2. Cancellation shall be registered with the Swedish Companies Registration Office.1.3 The board of directors, or someone appointed by the board of directors, is proposed to be authorised to make such minor adjustments to the resolution above which may prove necessary in order to register the warrants with the Swedish Companies Registration Office,Euroclear Sweden AB or due to other applicable rules.1.4 Other terms and conditions are stated in the complete warrant terms, appendix 1.
2. APPROVAL OF TRANSFER OF WARRANTS
2.1 Participants and allotment
2.1.1 The board of directors proposes that the General Meeting approves of the Subsidiary’s transfer of warrants on the following conditions.
2.1.2 The right to acquire warrants from the Subsidiary shall belong to the following categories of employees in
Category | Guaranteed number of warrants/person | Maximum number of warrants/person |
A. CEO, President (not more than 1 person) | 45,000 | 67,500 |
B. Newly appointed members of the group management (not more than 1 person) | 45,000 | 67,500 |
C. Other members of the group management (not more than 3 persons) | 23,000 (Total within the category: 69,000) | 34,500 |
D. Other employees (not more than 61 persons) | 10,000 (Total within the category: 610,000) | 15,000 |
2.1.3 Should warrants remain after all applications have been satisfied up to the guaranteed level as set out in Section 2.1.2, the remaining warrants shall be available for allotment to participants regardless of category. Such distribution shall however at the most result in the maximum number of warrants per person within each category amounting to the maximum number of warrants set out in the table under Section 2.1.2. Should not all participants who wish to subscribe for the maximum number of warrants set out in the table under Section 2.1.2 be able to do so, the remaining warrants shall be allotted to these participants pro rata in relation to the number of warrants subscribed for, however not exceeding the maximum number of warrants set out in the table under Section 2.1.2. The board of directors of the company shall decide on the final allotment.
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.
2.1.6 Allotment is conditional upon it being legally possible to acquire the warrants, and that such transfers can be done using reasonable administrative and financial resources according to the assessment of the board of directors. Furthermore, the board of directors shall be entitled to, with regard to certain participants, alter the program into a cash based program or a program based on synthetic warrants, should this according to the board of directors be motivated due to, for instance, tax and/or legal reasons. In such a case, a maximum outcome per participant shall be determined by the board of directors.
2.2 Price and payment etc.
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.
2.2.2 The value of the warrants has been preliminarily calculated to be
2.2.3 The company will by means of a cash bonus subsidize part of the participant's premium. The bonus corresponds to the amount that the participant chooses to invest in the incentive program, up to guaranteed level. However, no compensation is provided for the participant's tax expenses, which in practice means that the company, through the cash bonus, provides a contribution to cover expenses which, after tax paid, corresponds to approximately 50 percent of the participant's acquisition cost. The bonus shall be paid in two instalments (divided by 50 percent of the total amount at each instalment) during the term of the warrant program, one after approximately two years (in
2.2.4 In order to be eligible for the bonus the participant shall, at the time of the payment of the bonus, remain an employee of the company, not have terminated their employment or have had their employment terminated by the company, and not having transferred his or her warrants.
2.2.5 The total cost for the subsidy, based on assumptions of the value of the warrants as set out above, is calculated to amount to a maximum of approximately MSEK 7.9 including social security contributions, for the entire term of the warrant program.
2.2.6 The warrants shall otherwise be subject to market terms and conditions.
2.3 Right of first refusal and termination of employment
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 2.2.4 above.
3. FURTHER INFORMATION ON THE WARRANT PROGRAM
3.1 Dilution and increase in share capital
Upon full subscription of all 769,000 warrants, a maximum of 769,000 new Ordinary Shares may be issued, which corresponds to a maximum dilution of approximately 0.40 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
3.2 Alternative exercise model
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 Ordinary Share shall correspond to the Ordinary Share's quota value and the warrants shall entitle to a recalculated, generally lower, number of Ordinary Shares. However, the warrants shall not entitle to more than one (1) Ordinary 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 Ordinary Shares in
N.B. Illustrative calculation example based on an assumed subscription price of
Ordinary Share price | Total dilution | Total number of new Ordinary Shares |
0.00 % | 0 | |
0.03 % | 59,382 | |
0.06 % | 110,251 | |
0.08 % | 154,314 |
3.3 Impact on financial ratios and costs for the company etc.
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 7.9, which is distributed over a period of three years.
3.4 Preparation of the matter
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.
3.5 Other share related incentive programs
Apart from the proposed warrant program,
3.6 Instruction to the board of directors and majority requirements
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. 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 meeting.
Resolution on a) amendments to the articles of association (introduction of two new share classes (ordinary shares of Class D and preference shares) etc), b) authorisation for the board of directors to resolve to issue new ordinary shares of Class A and Class D and preference shares, and c) dividend for additional ordinary shares of Class D and/or additional preference shares (item 18)
Resolution on amendments to the articles of association (introduction of two new share classes (ordinary shares of Class D and preference shares) etc.) (item 18 a))
The board of directors proposes that the Annual General Meeting resolves to change the articles of association to introduce two new share classes. The proposal means that the company’s shares are divided into three share classes and that a paragraph about share classes is included in item 5, whereby shares may be issued in three share classes, ordinary shares of Class A and Class D and preference shares. Existing outstanding shares shall be shares of Class A.
Further it is proposed to include paragraphs in item 5 which regulate dividend, redemption of preference shares, dissolution of the company and preferential rights of shareholders to new shares in issuances and a conversion clause. Furthermore, a number of minor editorial changes are proposed.
In order to make the introduction of two new share classes possible, ordinary shares of Class D and preference shares, the board of directors proposes that the general meeting resolves on the amendments and additions to the articles of association below.
Current wording | |
§ 5 Number of shares The number of shares in the company may not be fewer than 160,000,000 and not exceed 640,000,000. | |
Proposed wording § 5 Shares 5.1 Number of shares and classes of shares The number of shares in the company may not be fewer than 160,000,000 and not exceed 640,000,000. Shares may be issued in three classes: ordinary shares of Class A and Class D as well as preference shares. Preference shares, ordinary shares of Class A and ordinary shares of Class D may be issued in an amount corresponding to the maximum amount of 100 per cent of the share capital. Ordinary shares of Class A each carry one (1) vote. Ordinary shares of Class D and preference shares each carry one-tenth (1/10) of a vote.5.2 Dividend on ordinary shares If any dividend is resolved for the ordinary shares, ordinary shares of Class D are entitled to five (5) times the total dividend on ordinary shares of Class A, although a maximum of If the dividend per ordinary share of Class D is lower than Distribution of dividends relating to ordinary shares of Class A shall be made in one (1) instalment or in quarterly equal instalments.Distribution of dividends relating to ordinary shares of Class D shall be made in quarterly equal instalments. Record dates for distribution of dividends shall be If the number of ordinary shares of Class D changes through an aggregation of shares, split or other similar corporate action, the amounts that ordinary shares of Class D are entitled to in accordance with this paragraph, shall be recalculated to reflect this change.5.3 Dividend on preference shares If dividend is resolved by the general meeting, the preference shares shall have preferential right over the ordinary shares to a dividend as follows. The preference shares shall have preferential right over the ordinary shares to an annual dividend of A reduction of the share capital, however not below the minimum amount, may occur through redemption of a certain amount of or all preference shares after resolution by the general meeting.The allocation of which preference shares that shall be redeemed shall be made pro rata in relation to the number of preference shares that each preference shareholder owns at the time of the general meeting's resolution on redemption. If the allocation as set out above does not amount to an even number of shares, the board of directors shall resolve on allocation of the additional preference shares to be redeemed. If the resolution is approved by all holders of preference shares, the general meeting can however resolve which preference shares are to be redeemed. The redemption amount for each redeemed preference share shall be an amount calculated as follows:i. Up to the fifth anniversary of the first new issue of preference shares (the "Initial Issue"), an amount of 130 per cent of the amount in SEK paid to each preference share during the Initial Issue (“Initial Subscription Price”) plus any Outstanding Amount adjusted upwards by an annual interest rate as set out in § 5.3 above. The redemption amount for each redeemed preference share shall however never be lower than the share's quota value. ii. As from, and including, the fifth anniversary of the Initial Issue and for the time after, an amount corresponding to 115 per cent of the Initial Subscription Price plus any Outstanding Amount adjusted upwards by an annual interest rate as set out in § 5.3 above. The redemption amount for each redeemed preference share shall however never be lower than the share's quota value.5.5 Dissolution of the company If the company is dissolved, preference shares shall carry preferential rights before ordinary shares to receive from the company's assets an amount per preference share of 100 per cent of the Initial Subscription Price plus any Outstanding Amount adjusted upwards by an annual interest rate as set out in § 5.3 above, prior to any distribution to holders of ordinary shares. Preference shares shall otherwise not carry any entitlement to a share of distribution. If the company is dissolved, all shares have the same right to payment from the company’s kept assets. Ordinary shares of Class D shall only have a right to a maximum of Should the company resolve to issue new shares of more than one class through a cash issue or a set-off issue, holders of ordinary shares of Class A, ordinary shares of Class D and preference shares shall have preferential right to subscribe for new shares of the same class in proportion to their existing shareholding in that class (primary preferential right). Shares that are not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). Should the number of shares offered in this way not be enough for subscription through subsidiary preferential right, said shares shall be apportioned among subscribers in proportion to their existing shareholdings, regardless of whether the shares in the company already held by them are ordinary shares of Class A, ordinary shares of Class D or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery. Should the company resolve to issue new shares of only one class through a cash issue or a set-off issue, the existing shareholders of the class of shares that is the subject of the new issue shall carry preferential right to such new shares in proportion to their existing shareholding in that class (primary preferential right). Shares that are not subscribed for with primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). Should the number of shares offered in this way not be enough for subscription through subsidiary preferential right, said shares shall be apportioned among subscribers in proportion to their existing shareholdings, regardless of whether the shares in the company already held by them are ordinary shares of Class A, ordinary shares of Class B or preference shares. To the extent this is not possible as regards a certain share or certain shares, the distribution shall be made by lottery. Should the company resolve through a cash issue or a set-off issue to issue subscription warrants or convertibles, shareholders shall have preferential right to subscribe for subscription warrants as if the issue was in respect of the shares that may be subscribed for by exercising the subscription warrants and to subscribe for convertibles as if the issue was in respect of the shares that the convertibles may be exchanged for.The aforesaid shall not imply any limitation in the possibility of a resolution on cash issue or set-off issue with divergence from shareholders' preferential rights.An increase of the share capital by a bonus issue, may occur by an issue of new ordinary shares of Class A, ordinary shares of Class D and preference shares. In such case, only holders of ordinary shares of Class A have right to the new shares. The bonus issue shares will be allocated between the holders of ordinary shares of Class A in proportion to their existing shareholding of ordinary shares of Class A. What has just been said shall not imply any limitation in the possibility to issue new classes of shares through a bonus issue, after necessary amendments to the articles of association.5.7 Conversion clause Preference shares shall upon request by the holders of such shares, be converted into ordinary shares of Class D. Conversion shall only be possible under the provision that the permitted dividend related to ordinary shares of Class D at the time is |
Resolution on authorisation for the board of directors to resolve to issue new ordinary shares of Class A and Class D and preference shares (item 18 b))
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 ordinary shares of Class A, ordinary shares of Class D and/or preference shares 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 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’ proposal on authorisation for the board of directors to resolve to issue new ordinary shares of Class D and/or preference shares assumes that the general meeting resolves in accordance with item 18 a) regarding the amendments to the articles of association and adapt the mentioned share classes. If this does not occur, the proposed authorisation to issue new shares shall only relate to the current share class.
Resolution on dividend for additional ordinary shares of Class D and/or additional preference shares (item 18 c))
The board of directors has under item 18 b) 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 and Class D and preference shares in the company.
If the company issues ordinary shares of Class D during the period until the Annual General Meeting 2023, the board of directors proposes that the 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 2023, be paid quarterly with equal payments of
Further, the board of directors proposes that the meeting, if the company issues preference shares during the time up until the Annual General Meeting 2023, resolves that dividend on all new preference shares that may be issued by the board of directors under the authorisation, in total a maximum of 19,102,281 preference shares until the Annual General Meeting 2023, be paid quarterly with equal payments of
Unappropriated earnings that are available for distribution amounts at the date for this notice to
The record dates for the quarterly payments of both ordinary shares of Class D and preference shares that may be issued are proposed to occur on
The first time payment of dividend may occur on the preference shares and 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 preference shares and the ordinary shares of Class D have been registered with the Swedish Companies Registration Office.
SPECIAL MAJORITY REQUIREMENTS
A resolution by the general meeting in accordance with item 17 (LTIP 2022) is valid only where 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 18 a) and 18 b) (amendments of the articles of association and issue authorisation) is valid where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
AUTHORISATION
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.
DOCUMENTS
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
NUMBER OF SHARES AND VOTES
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.
SHAREHOLDER'S RIGHT TO REQUEST INFORMATION
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
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