The Annual General Meeting of
RIGHT TO ATTEND
Those wishing to attend the meeting
shall be entered as shareholder in the share register kept by
shall give notice of attendance to the company no later than
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 by casting their postal vote, register such shares in their own names so that the shareholder is recorded in the share register as of
POSTAL VOTING
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
The completed voting form must be received by
PROPOSED AGENDA
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report and the consolidated financial statements and the audit report on the consolidated financial statements
- Resolutions on:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
- disposition of the company's earnings in accordance with the adopted balance sheet, and determination of record dates in case of dividend, and
- discharge from liability for the directors of the board and the CEO for the financial year 2020
- Presentation of the remuneration report for approval
- Resolution on number of directors of the board
- Resolution on number of auditors
- Resolution on remuneration to the directors of the board
- Resolution on remuneration to the auditor
- Election of directors and chairman of the board of directors
- Election of auditor
- Resolution on directed issue of warrants and approval of transfer of warrants (LTIP 2021)
- Resolution on authorisation for the board of directors to resolve to issue new shares
- Resolution on amendment to the articles of association
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 1)
The nomination committee proposes that Fredrik Lundén, member of the
Preparation and approval of the voting list (item 2)
The voting list which is proposed to be approved under item 2 shall be the voting list drawn up by
Election of two persons to verify the minutes (item 4)
The board of directors proposes that Johannes Wingborg, representative of Länsförsäkringar Fondförvaltning, and
Disposition of the company's earnings in accordance with the adopted balance sheet, and determination of record dates in case of dividend (item 7 b)
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
Presentation of the remuneration report for approval (item 8)
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.
Resolution on number of directors of the board (item 9)
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 10)
The nomination committee proposes that the company shall have one auditor with no deputy.
Resolution on remuneration to the directors of the board (item 11)
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 12)
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 13)
The nomination committee proposes that
The nomination committee proposes that
Information about the proposed directors is available on the company's website, www.nyfosa.se.
Election of auditor (item 14)
The nomination committee proposes that the registered accounting firm
Resolution on directed issue of warrants and approval of transfer of warrants (LTIP 2021)
(item 15)
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
1. ISSUE OF WARRANTS
1.1 The board of directors proposes that the General Meeting resolves on a directed issue of not more than 1,098,000 warrants, entailing an increase in the share capital of not more than
1.2 The right to subscribe for the warrants shall, with disapplication of 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 share in the company. The warrants may be exercised to subscribe for shares in accordance with the terms and conditions of the warrants, during the following 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 shares which may be issued due to subscription are not subject to any restrictive provisions.
1.7 The subscription price per share for Warrants 2021/2024 Series I upon exercise of the warrants shall be an amount corresponding to 122.5 percent of the calculated average volume-weighted price paid for
1.8 The subscription price per share for Warrants 2021/2024 Series II upon exercise of the warrants shall be the volume weighted average share price on the trading day
- an amount corresponding to the average share price at the time of the issue, which shall consist of the average closing price during the period from and including
April 22, 2021 up until and includingMay 4, 2021 according to Nasdaq Stockholm's official share price list, multiplied with
-
the average total return index value for
Nyfosa during the period from and includingApril 22, 2021 up until and includingMay 4, 2021 (starting index value 100) in comparison with the index value for the trading day thatNyfosa publishes the interim report for the periodJanuary 1-March 31, 2024 , - reduced by the average total return index value for real estate companies listed on Nasdaq Stockholm during the same period (starting index value 100), and
SEK 0 .
The total return index that shall be applied has been designed by
If the company has inside information during any part of the period from and including
1.9 The 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 shares is effected as a result of exercising the warrants.
1.10 The board of directors of the company may by means of a board resolution 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.
1.11 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,
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 Warrants 2021/2024 Series I and Warrants 2021/2024 Series II are transferred to the participants in so-called units consisting of one warrant of Series I and one warrant of Series II, i.e. acquisitions may only be made at an equal number of warrants of each series.
2.1.3 The right to acquire warrants from the Subsidiary shall belong to the following categories of employees:
Category | Guaranteed number of warrants/person | Maximum number of warrants/person |
A. CEO, President(not more than 1 person) | 76,000 | 114,000 |
B. Newly appointed members of the group management (not more than 2 persons) | 76,000(Total within the category: 152,000) | 114,000 |
C. Other members of the group management(not more than 2 persons) | 36,000(Total within the category: 72,000) | 54,000 |
D. Other employees (not more than 57 persons) | 14,000(Total within the category: 798,000) | 21,000 |
2.1.4 Should warrants remain after all applications have been satisfied up to the guaranteed level as set out in Section 2.1.3, 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 2.1.3. Should not all participants who wish to subscribe for the maximum number of warrants set out in the table under Section 2.1.3 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 2.1.3. The board of directors of the company shall decide on the final allotment.
2.1.5 The right to acquire warrants from the Subsidiary shall only belong to employees who have not terminated their employment or whose employment have not been terminated at the end of the application period.
2.1.6 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.
2.1.7 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 2021/2024 Series I has been preliminarily calculated to be
2.2.3 The value of the Warrants 2021/2024 Series II has been preliminarily calculated to be
2.2.4 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
2.2.5 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.
2.2.6 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 8 including social security contributions, for the entire term of the warrant program.
2.2.7 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 2.2.5 above.
3. FURTHER INFORMATION ON THE WARRANT PROGRAM
3.1 Dillution and increase in share capital
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
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 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
N.B. Illustrative calculation example based on an assumed subscription price of
Share price | Total dilution | Total number of new shares |
0.10% | 183,765 | |
0.15% | 275,648 | |
0.20% | 367,531 | |
0.25% | 459,414 |
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 8, 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
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.
Resolution on authorisation for the board of directors to resolve to issue new shares (item 16)
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.
Resolution on amendment to the articles of association (item 17)
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.
Proposed wording | ||
§ 11 Collection of powers of attorney and voting by postThe 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. |
SPECIAL MAJORITY REQUIREMENTS
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.
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, and thereby presented to the meeting, at the company and on the company's website, www.nyfosa.se, from no later than
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.
NUMBER OF SHARES AND VOTES
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.
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. A request for such information shall be made in writing to
PERSONAL DATA PROCESSING
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Nacka in
The Board of Directors
For more information, please contact:
Stina Lindh Hök, CEO, stina.lindh.hok@nyfosa.se, mobile +46 70 577 18 85.
https://news.cision.com/nyfosa-ab/r/notice-to-annual-general-meeting-of-nyfosa-ab,c3306902
https://mb.cision.com/Main/17648/3306902/1387215.pdf
https://news.cision.com/nyfosa-ab/i/sheet-agm,c2888979
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