Notice of annual general metting Victoria Park AB (publ)

Transcription

1 Press release, 27 March 2018 Notice of annual general metting Victoria Park AB (publ) The shareholders of Victoria Park AB (publ) are hereby summoned to attend the Annual General Meeting ( AGM ) on April 24th, 2018, at CET at HighCourt, Malmöhusvägen 1, in Malmö, Sweden. Registration starts at CET and will stop when the meeting starts. Right to participate Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per April 18th, 2018, and who, no later than April 18th, 2018, give notice to the company of their intent to participate at the AGM have a right to participate in the AGM. Notice to participate shall be given in writing to Victoria Park AB, c/o Fredersen Advokatbyrå AB, Turning Torso, Malmö or by to victoriapark@fredersen.se. The notice shall contain the shareholder s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two). Prior to the AGM, the shareholder will receive a confirmation and an admission card. If no admission card is received, notice has not been duly given. The admission cards will be sent to those who have given notice according to the above instructions a few days before the AGM. The admission card should be presented at the door when arriving to the AGM. A shareholder whose shares are registered under the name of a nominee must temporarily register his shares in his own name with Euroclear Sweden AB to be entitled to participate in the AGM. Such registration must be in effect no later than April 18th, 2018 and should be requested with the nominee well in advance. Proxy If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall prove the right of the person that has signed the power of attorney to appoint proxy. To facilitate registration at the AGM, please provide the power of attorney in original as well as registration certificate and other documents of authority to Fredersen Advokatbyrå to the address above on April 18th, 2018 at the latest. If the power of attorney and other authorization documents have not been submitted in advance, the power of attorney in the original and other authorization documents must be presented at the AGM. Power of attorney forms are available at the company and on the company s website, and will be sent upon request to any shareholder who states their postal address. Proposal of agenda 1. Opening of the meeting 2. Election of Chairman of the Meeting 3. Preparation and approval of the voting register 4. Approval of the agenda 5. Election of two persons to attest the minutes 6. Determination as to whether the meeting has been duly convened 7. Presentation of the annual report and the Auditor s report as well as the group accounts and the Auditor s report for the group 8. Resolution on adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet 9. Resolution on allocation of the company s profit according to the consolidated balance sheet 10. Resolution on discharge from liability for the Board Members and the CEO 11. Resolution as to the number of Board Members, Deputy Board Members, Auditors and Deputy Auditors 12. Resolution on the remuneration to the Board of Directors and Auditor

2 13. Election of Board Members The Nomination Committee s proposal of Board Members: 13.1 Henrik Bonde 13.2 Greg Dingizian 13.3 Pia Kinhult 13.4 Sofia Ljungdahl 13.5 Anders Pettersson 13.6 Lennart Sten 13.7 Peter Strand 13.8 Isabelle Wikner 14. Election of Chairman of the Board 15. Election of Auditor 16. Resolution on principles for the Nominations Committee 17. Resolution on guidelines for remuneration to senior management 18. Resolution on authorisation for the Board of Directors to decide on issue of shares 19. Authorization of the Board of Directors to acquire and transfer own shares 20. Resolution on issue of warrants 21. Resolution on authorisation for the CEO to perform minor adjustments to the resolutions that may be required in conjunction with the execution and registration thereof 22. Closing of the meeting Resolution proposals Dividend (item 9) The Board of Directors proposes that a dividend, for the financial year of 2017, is paid in the amount of SEK 0.40 per common share. The last day of trading of shares that include a right to dividend will be April 24th, As record date for dividend, April 26th, 2018 is proposed. If the AGM resolves according to the proposal, dividends will be sent by Euroclear Sweden AB on May 2nd, The Board of Directors also proposes that a dividend, for the financial year of 2017, is paid in the amount of SEK 20 per preferred share, which will be divided into four disbursements of SEK 5 each. As record date for the dividends, June 29th, 2018, September 28th 2018, December 28th 2018 and March 29th 2019, is proposed. The last day of trading of shares that include a right to dividend will be June 27th, 2018, September 26th, 2018, December 21st 2018 and March 27th If the AGM resolves according to the proposal, dividends will be sent by Euroclear Sweden AB on July 4th, 2018, October 3rd 2018, January 4th 2019 and April 3rd Election of Chairman of the Meeting, Board of Directors, Chairman of the Board and Auditor, decisions regarding Remuneration and Guidelines for the Nomination Committee (item 2, 11-15) The Nomination Committee, composed of Greg Dingizian, Anders Pettersson, Gillis Cullin (Östersjöstiftelsen), John Hopkins (Fogelvik Holding AB) and Bo Forsén (Chairman of the Board and Convenor of the Nomination Committee). Gillis Cullin has been the Chairman of the Nominations Committee. The members of the Nominations Committee represent shareholders who control approximately 40 percent of the votes in the company. The Nominations Committee proposes as follows: Chairman of the AGM: Bo Forsén, Number of Board Members: eight members and no Deputy Board Members, Number of Auditors: one registered auditing firm and no Deputy Auditors, Board Members: re-election of Henrik Bonde, Greg Dingizian, Pia Kinhult, Sofia Ljungdahl, Anders Pettersson, Lennart Sten and Isabelle Wikner and new election of Peter Strand; it is noted that Bo Forsén has declined to be re-elected. Chairman of the Board: Peter Strand, Auditor: re-election of Öhrlings PricewaterhouseCoopers AB (Öhrlings PricewaterhouseCoopers has stated that the Authorized Public Accountant Mats Åkerlund continues as the principle Auditor, if the Meeting resolves according to the proposal). Remuneration to the Board of Directors: SEK 300,000 to the Chairman of the Board, SEK 150,000 each to the other Board Members,

3 In case the Board of Directors establishes a separate Audit Committee, remuneration shall be SEK 50,000 for the Chairman of the Audit Committee and SEK 25,000 to other members of the Audit Committee, In case the Board of Directors establishes a separate Remuneration Committee, remuneration shall be SEK 30,000 to the Chairman of the Remuneration Committee and SEK 15,000 to the other members of the Remuneration Committee, Remuneration to the Auditors: according to approved invoicing. Peter Strand, born 1971, has been the CEO of Victoria Park AB (publ) since He has a degree in civil engineering and graduated from Lund University. He has previously been the CEO of Tribona AB (publ) and Annehem Fastigheter AB (publ). Peter is independent of any larger shareholders. Resolution regarding principles for the Nominations Committee (item 16) The Nominations Committee proposes the following principles for the Nominations Committee: The largest shareholders will be contacted by the Chairman of the Board of the Company on the basis of the Company's list of registered shareholders provided by Euroclear Sweden AB as per the last bank day in August. Any shareholder that is not registered with Euroclear Sweden AB and wishes to exercise his right shall notify the Chairman of the Board and be able to prove his ownership. Should one of the four largest shareholders relinquish their right to appoint a member of the Nominations Committee, the next shareholder in size shall be given the opportunity to appoint a member, and in such case shall state whether they wish to participate or not. The names of the four representatives and the names of the shareholders who proposed them shall be announced as soon as the Nominations Committee has been appointed, and at least six months before the date of the AGM. The Chairman of the Board shall convene the Nominations Committee before the end of October. The term of office of the Nominations Committee shall last until such time as a new Nominations Committee is appointed. The Chairman of the Nominations Committee shall be appointed by the Nominations Committee. If shareholders who nominated a member of the Nomination Committee, before the Nomination Committee s mission has been completed, ceases to be a shareholder or has a lower ranking in the list of the largest shareholders in the company, the member appointed by the shareholder shall, unless the Nomination Committee so decides, be replaced by a new member appointed by the shareholder who at the time is the largest shareholder and who is not already represented in the Nominations Committee. Should any of the members of the Nomination Committee, before the Nomination Committee s mission is completed, resign for another reason or cease to represent the shareholder who appointed the member, such member, if the appointed member so requests, shall be replaced by a new member appointed by the shareholder. The Nominations Committee shall prepare and submit proposals to the AGM with regard to the following items: Election of a Chairman to preside over the AGM; Election of the Chairman of the Board and other members of the Company's Board of Directors; Fees to be paid to the Board of Directors, divided between the Chairman and other members, as well as remuneration for committee work; Election and remuneration of the auditors and deputy auditors (where applicable); and Principles regarding the composition of the Nominations Committee. The Nominations Committee shall not receive any remuneration. The Nominations Committee shall have the right to incur costs on behalf of the Company for services such as recruitment consultants and other consultants that may be required to enable the Nominations Committee to fulfil its mandate. The Nominations Committee, in conjunction with its mandate in general, shall fulfil its tasks in accordance with the Swedish Code of Corporate Governance. Resolution regarding guidelines for the remuneration of senior executives (item 17) The guidelines that the Board of Directors proposes imply that senior executives shall receive competitive remuneration in line with prevailing market conditions. Working Chairman of the Board, CEO, CFO and Head of Human Resources are all positions that are considered to be senior executives. However, this may change during the year. The remuneration shall be composed of a fixed salary and pension, and in addition may consist of a variable salary component and non-monetary benefits for all positions except the Chairman of the Board. The remuneration for the Chairman of the Board shall be composed of a fixed amount.

4 The level of remuneration for each individual executive shall be based on factors such as the position held, competence, experience and performance and shall be re-negotiated every year. The variable salary component shall always be limited to an amount of maximum 25 percent of the yearly salary and shall depend on predetermined and measurable criteria with the purpose of benefitting the company on a long-term basis. The allocation between fixed salary and variable compensation shall be in proportion to the responsibility and powers of the individual. For the CEO, the variable compensation shall be based on individual targets to be determined by the Board of Directors. For other Senior Executives, the variable compensation shall be based on individual targets to be determined by the CEO. Such targets may, inter alia, be connected to result, turnover and/or cash flow and/or the result of the Senior Executive s area of responsibility. Pension terms shall be adjusted to the conditions on the market, taking into account the terms for corresponding officials on the market, and shall be based on defined contribution plans. Severance pay for a Senior Executive may be paid with an amount not exceeding an amount corresponding to 12 fixed monthly salaries. Severance pay and notice pay shall not exceed an amount corresponding to 18 fixed monthly salaries. An Executive holding a position as Board Member or Deputy Board Member in a company within the company group shall not be entitled to additional remuneration for such position. The guidelines are according to law not applicable to incentive programs that are resolved according to Chapter 16 of the Swedish Companies Act. The Board of Directors may deviate from these guidelines in an individual case of special circumstances. Resolution on authorisation for the Board of Directors to issue shares (item 18) The Board of Directors proposes that the AGM decide the following. The Board of Directors is authorized to issue new shares, on one or more occasions prior to the next AGM, with or without regard to shareholders pre-emption rights. The payment of issued shares may be in cash, by non-cash consideration, by set-off or otherwise subject to terms and conditions stated in The Swedish Companies Act, chapter 2 section 5, second paragraph, points 1-3 and 5. The number of shares to be issued pursuant to the authorization shall be limited to 10 per cent of the shares from time to time outstanding. A new issue adopted in virtue of the authorisation, shall take place at market conditions and shall be carried out as part of the financing of acquisitions of real property or companies that own real property, to capitalize the company before or after such acquisitions or to enable value creating investments. Authorization of the Board of Directors to acquire and transfer own shares (item 19) The Board of Directors proposes that the AGM decide the following. The Board of Directors is authorized to resolve, on one or more occasions prior to the next AGM, on acquisition or transfer of own shares. Acquisition may be made (i) by an offer to all shareholders at a price equivalent to the stock quote when the offer is announced or (ii) by way of acquisition on Nasdaq Stockholm at a price within the price interval prevailing from time to time. The maximum number of shares to be acquired shall be such that the company s holding from time to time does not exceed one tenth of all shares in the company. Acquisition may regard preferred shares or common shares of class A or class B, or a combination of these share classes, with a division between these share classes as decided by the Board of Directors. Transfer may take place on Nasdaq Stockholm, with preference given to shareholders or, with deviation from the shareholders' pre-emption rights, to third parties. The payment for the transferred shares may be made in cash, by non-cash consideration, by set-off or otherwise subject to terms and conditions. Transfers may only be made with the number of shares the company from time to time holds. Transfers on Nasdaq Stockholm shall be made at a price within the prevailing price interval of Nasdaq Stockholm, i.e. the interval between the highest bid price and lowest ask price. The purpose of the authorization is to improve the company's capital structure and to enable the transfer of shares in connection with financing of possible acquisitions. Resolution on issue of warrants (item 20) The Board of Directors proposes that the AGM resolves to issue not more than 3,500,000 warrants. Each warrant entitles to subscription of one common share in class B, TO 2018/2021. With deviation from the shareholders' pre-

5 emption rights, the company s subsidiary Fastighetsbolaget VP AB shall have the right to, at the latest on May 2nd 2018, subscribe for all of the warrants without cost. The subsidiary shall, on the instruction of the Board of Directors of Victoria Park AB (publ), transfer the warrants to employees in the company group that were not given the opportunity to participate in the issue of warrants that was resolved on at the AGM in 2017 ( TO 2017/2020 ) or that were given the opportunity to participate TO 2017/2020 but have changed position or that have been given different tasks. The employees that have the right to participate in the issue of warrants shall be given the opportunity to subscribe for between 30,000 and 620,000 warrants each, depending on their position. The time for utilization of the warrants shall be May 3rd 2021 May 31st The subscription price for the warrants shall be decided by an expert by applying the so-called Black & Scholes model in such a way that the price per warrant of SEK 1 corresponds to a price in line with the market conditions when the resolution to issue the warrants was taken. When calculating the volume-weighted average price of the company s share on NASDAQ OMX Stockholm during a period of 15 trading days ending on the day before the AGM shall be used. It is noted that a calculation of the subscription price per share according to the Black & Scholes model, in addition to the share price and price per warrant, also takes into account the volatility of the stock price, the duration of the option program and the risk-free interest rate. Transfer from Fastighetsbolaget VP AB to their respective employees shall be made at the above mentioned market price upon transfer made in connection with the program's introduction. Subsequent employees may be offered to acquire warrants, whereby transfer will be made at a price that is currently market-based according to the Black & Scholes model, given that the subscription price per share is the same as at the time when the resolution to issue the warrants was taken. The 3,000,000 warrants issued under the company's program TO 2017/2020 entitle the holder to subscribe for a common share of class B share per warrant of these warrants have been transferred, the remainder has been cancelled. At full exercise of the warrants, the share capital is increased by SEK 385,000, divided over 3,500,000 shares which implies a dilution effect of approximately 1.4 per cent of the capital in the company and 0.4 per cent of the votes in the company. The dilution effect has been calculated as the number of additional shares and votes at full exercise in relation to the total number of shares and votes in full exercise according to both 2018/2021 and TO 2017/2020. Over or under subscription of the warrants in the issue cannot occur. The dilution effect calculated as the number of additional shares and votes in both TO 2018/2021 and TO 2017/2020 in relation to the total number of shares and votes in full exercise under both 2018/2021 and TO 2017/2020 is 2.4 percent of the number of shares and 0.6 percent of the votes. The reason for deviating from the shareholders priority rights is to give employees in the company group that were not given the opportunity to participate in TO 2017/2020 or have changed position or have been given different tasks an opportunity to take part of the company s future value creation. A long-term ownership engagement by the employees can be expected to stimulate an increased interest in the operations and profit development, and to increase the motivation and the sense of bonding with the company. The proposal, therefore, is beneficial for both the company and its shareholders. The subscription prices are based on the market values of the shares and the warrants, meaning that the company will not have to bare any costs for employee benefits. Hence, the issue will only result in administrative costs for the company. Resolution to authorise the Chief Executive Officer to make adjustments to the resolutions (item 21) The Board of Directors proposes that the AGM authorises the Chief Executive Officer, or the person appointed by the Chief Executive Officer, to make minor adjustments and clarifications of the resolutions adopted by the AGM to the extent that such should be required for the registration and execution of the resolutions. Further information Decisions according to paragraphs 18 and 19 shall only be valid if supported by shareholders holding at least twothirds of the votes casted as well as the shares represented at the meeting. Decisions according to paragraph 20 shall only be valid if supported by shareholders holding at least nine-tenths of the votes casted as well as the shares represented at the meeting.

6 At the time of the issue of this notice, the total number of shares in the company amounts to 243,906,359, whereof 78,057,379 common shares of class A, 164,816,933 common shares of class B and 1,032,047 preferred shares, corresponding to a total number of votes of 94,642,277. The company does not hold any own shares. The annual report, audit report, the auditors' opinion regarding the application of the guidelines for the remuneration of senior executives adopted by the AGM held in 2017, as well as complete underlying documentation in general, shall be made available by the Company and at the Company's website at least three weeks before the General Meeting. The documents will be sent to shareholders who so request and who provide their postal address. The Board of Directors and the Chief Executive Officer shall, should a shareholder so request and the Board of Directors deems that such may take place without significant detriment to the Company or its subsidiaries, provide information during the AGM with regard to circumstances that could influence the appraisal of an item on the agenda as well as circumstances that could influence the appraisal of the Company's or a subsidiary's financial position. This obligation to provide information shall also apply to the Company's relationship with its subsidiaries, as well as the consolidated accounts. Malmö, March 2018 Victoria Park AB (publ) The Board of Directors Victoria Park AB (publ) is a listed property company, which, through long-term management and social responsibility for more attractive living, creates value in an expanding property portfolio in growth districts in Sweden. Victoria Park's property portfolio amounts to 1,062,000 square metres, comprising 13,500 flats, with a market value of SEK 15.4 Bn. The shares in Victoria Park are listed for trading on Nasdaq Stockholm Mid Cap. Victoria Park AB (publ) Box 2, SE Malmö, Sweden, Tel +46 (0) , Corporate Reg. No , Head Office Malmö,