Shareholders of Corem Property Group AB (publ), reg.no. 556463-9440, are hereby notified of the Annual General Meeting at 11.00 am on Wednesday 27 April, 2022, at Kista Gate, Torshamnsgatan 48, Kista. Registration starts at 10.00 am.
In light of covid-19, the Board of Directors has decided that the shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal voting in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders can hereby choose to exercise their voting rights at the Annual General Meeting by postal voting, in person or by proxy. The company will take further precautionary measures at the physical Annual General Meeting in order to minimize the spread of covid-19. Shareholders are encouraged to follow the recommendations made by the authorities and to take responsibility to prevent the spread. Shareholders who experience symptoms of an infection, belong to a risk group, or has been in close contact with someone who has been infected are requested not to attend in person but to participate by proxy. No beverages or food will be served. Speeches will be limited to a minimum as well as the number of company representatives present.
Notification etc.
Attending the meeting venue in person
Shareholders who wish to attend the meeting venue in person or by proxy must
– be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB reflecting the conditions on Tuesday 19 April, 2022; and
– give notice of participation in the Annual General Meeting not later than Thursday 21 April, 2022.
The notice of participation can be made through the company’s website, www.corem.se, by post to Corem Property Group AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by phone 08-402 91 33. The notice of participation must state name/company name, address, telephone number, personal ID number/company registration number, and, if applicable, assistants at the Annual General Meeting.
If a shareholder will be represented by a proxy, a written and dated power of attorney for the proxy must be issued and signed by the shareholder. The power of attorney must be issued not more than one year before the day of the Annual General Meeting unless stated that it is valid for a longer term, however, not more than five years. If the power of attorney is issued by a legal person, a certificate of registration, or other corresponding authorisation document, must be appended. In order to facilitate the registration to the Annual General Meeting, the original power of attorney and, when applicable, the certificate of registration, should be submitted to the company in good time in advance to the address set forth above. A form of proxy is available on the company’s website, www.corem.se, and will also be sent free of charge to shareholders who so request and inform the company of their postal address or e-mail.
Participation by postal voting
A shareholder who wishes to participate in the Annual General Meeting by postal voting must
– be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB reflection the conditions on Tuesday 19 April, 2022; and
– give notice of participation in the Annual General Meeting in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB not later than Thursday 21 April, 2022.
A specific form shall be used for postal voting. The form is available on Corem’s website, www.corem.se. The completed and signed form may be sent by post to Corem Property Group AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear Sweden AB not later than Thursday 21 April, 2022. Shareholders may also submit their postal vote electronically by verifying with BankID on Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.
Shareholders may not provide special instructions or conditions in the voting form. If so, the postal vote, in its entirety, is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A form of proxy is available on Corem’s website, www.corem.se. If the shareholder is a legal person, a certificate of registration or other corresponding authorisation document shall be enclosed to the form.
A person who wishes to attend the meeting venue in person or by proxy must give notice in accordance with the instructions stated under Attend the meeting venue in person above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue in person.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Tuesday 19 April, 2022. Such registration may be temporary (so-called voting rights registration), and a request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines, at such time as decided by the nominee. Voting rights registrations that have been made not later than Thursday 21 April, 2022, will be considered in the presentation of the share register.
Number of shares and votes
At the date of this notice, the company has a total of 1,137,283,281 shares, of which 93,730,797 are ordinary shares of Class A with one vote per share, 1,023,591,380 are ordinary shares of Class B which have one-tenth of a vote per share, 7,545,809 are ordinary shares of Class D which have one-tenth of a vote per share and 12,415,295 are preference shares with one-tenth of a vote per share. The total number of votes amounts to 198,086,045.4.
At the time of this notice, the company holds 2,913,825 ordinary shares of Class A, 31,191,000 ordinary shares of Class B and 42,000 ordinary shares of Class D, corresponding to a total of 6,037,125 votes, which may not be represented at the Annual General Meeting.
Proposed agenda
- Opening of the meeting.
- Election of a chairperson of the meeting.
- Preparation and approval of a voting register.
- Approval of the agenda.
- Election of one or two persons to attest the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report, sustainability report and the audit report, the consolidated financial statements and consolidated audit report for the group as well as the auditor’s statement regarding the company’s compliance with the guidelines for remuneration to members of the executive management in effect since the previous Annual General Meeting.
In connection thereto, presentation by the CEO.
- Resolution regarding:
- adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
- allocation of the company’s profit in accordance with the adopted balance sheet,
- discharge from liability for the directors and CEO, and
- record days, if the Annual General Meeting resolves on distribution of dividends.
- Determination of the number of directors, as well as auditors and alternative auditors.
- Determination of remuneration for the Board of Directors and auditor or auditors.
- Election of Board of Directors as well as auditor or auditors.
- Resolution regarding instruction to the Election Committee.
- Resolution regarding approval of the remuneration report.
- Resolution regarding:
- reduction of the share capital through redemption of preference shares, and
- authorisation for the Board of Directors to increase the share capital through a new issue of ordinary shares of Class D to holders of redemption claims against payment by set-off.
- Resolution regarding authorisation for the Board of Directors to resolve on new issues.
- Resolution regarding authorisation for the Board of Directors to acquire and transfer the company’s own shares.
- Resolution to amend the Articles of Association.
- Resolution regarding authorisation for the Board of Directors to make minor adjustments of the resolutions.
- Closing the meeting.
Proposals for resolution
Chairperson of the meeting, item 2
Corem’s Election Committee for the 2022 Annual General Meeting consists of Mia Arnhult (representing M2 Asset Management AB as well as chairperson of the Election Committee), Lars Höckenström (representing Gårdarike AB), Johannes Wingborg (representing Länsförsäkringar Fondförvaltning) and Patrik Essehorn (chairperson of the Board of Directors).
The Election Committee proposes that Patrik Essehorn is elected chairperson of the Annual General Meeting.
Allocation of the company’s profits, item 8 b) and d)
The Board of Directors proposes that the Annual General Meeting resolves on a dividend of SEK 0.40 per ordinary share of Class A and ordinary share of Class B, SEK 20.00 per ordinary share of Class D and SEK 20.00 per preference share for the 2021 financial year.
The dividend amount of in total SEK 0.40 per ordinary share of Class A shall be distributed in four equal instalments of SEK 0.10 each. The dividend amount of in total SEK 0.40 per ordinary share of Class B shall be distributed in four equal instalments of SEK 0.10 each. The dividend amount of in total SEK 20.00 per ordinary share of Class D shall be distributed in four equal instalments of SEK 5.00 each. The dividend amount of in total SEK 20.00 per preference share shall be distributed in four equal instalments of SEK 5.00 each.
It is proposed that the record days for payment of dividends on ordinary shares and preference shares shall be;
- Thursday 30 June, 2022, with expected payment date being Tuesday 5 July, 2022,
- Friday 30 September, 2022, with expected payment date being Wednesday 5 October, 2022,
- Friday 30 December, 2022, with expected payment date being Wednesday 4 January, 2023,
and
- Friday 31 March, 2023, with expected payment date being Wednesday 5 April, 2023.
The Board of Directors proposes that the remaining profits shall be carried forward, of which a portion may be used for distribution of dividends for additional ordinary shares and preference shares as stated below.
The Board of Directors proposes that the Annual General Meeting resolves that all new ordinary shares and preference shares that may be issued by the Board of Directors pursuant to the authorisation in accordance with item 14 b) and 15 below, shall entitle to receive dividends from the date such shares have been registered in the share register kept by Euroclear Sweden AB. This means that the first right to dividends of SEK 0.10 per ordinary share of Class A and Class B respectively shall be on the first record day set out above that falls after registration in the share register, and that the first right to dividends of SEK 5.00 per ordinary share of Class D and preference share respectively shall be on the first record day set out above that falls after registration in the share register.
Determination of the number of directors and auditors, determination of remuneration and election of the Board of Directors and auditors, items 9–11
The Election Committee proposes that the number of directors in the Board of Directors shall increase from five to six directors. The Election Committee proposes that, for the period until the end of the next Annual General Meeting, Patrik Essehorn, Christina Tillman, Fredrik Rapp, Katarina Klingspor, and Magnus Uggla shall be re-elected as directors, and the new election of Christian Roos as director.
The Election Committee proposes that Patrik Essehorn shall be elected as chairperson of the Board of Directors.
Further information about the proposed directors is available on the company’s website, www.corem.se.
The Election Committee further proposes that the number of auditors shall remain unchanged with one auditor without an alternative auditor, and proposes re-election of the registered public accounting firm Ernst & Young Aktiebolag until the end of the next Annual General Meeting. Ernst & Young Aktiebolag has notified that in the event of them being elected, the authorised public accountant Katrine Söderberg will continue as the main responsible auditor.
The Election Committee proposes that the Annual General Meeting resolves that remuneration to the directors of the Board shall be paid and allocated in accordance with the following. The proposal entails an increase of the remuneration to each individual director in relation to the remuneration that was resolved on the 2021 Annual General Meeting. The resolved remuneration for 2021 is shown within parentheses.
Chairperson of the Board: SEK 550,000 (SEK 320,000)
Director of the Board: SEK 300,000 (SEK 180,000)
The proposal entails a total remuneration of SEK 2,050,000 (SEK 1,040,000).
No additional remuneration will be paid to a director of the Board for committee work.
It is proposed that the auditor’s fee shall be paid as per approved accounts.
Instruction to the Election Committee, item 12
The Election Committee proposes that the Election Committee increases with one member so that the company’s four largest shareholders regarding votes each has the possibility to appoint a member to the Election Committee, instead of the company’s three largest shareholders regarding votes. The Election Committee therefore suggests that the Annual General Meeting resolves to adopt the following instruction for appointment of the Election Committee for Corem to apply until further notice.
The Election Committee shall consist of five (5) members, of which one (1) member shall be the chairperson of the Board of Directors. The chairperson of the Board of Directors shall contact the four (4) largest shareholders in the company as per the last day for share trading in August each year. If one of the four largest shareholders do not wish to appoint a member to the Election Committee, the largest shareholder who has not been asked to appoint a representative to the Election Committee shall be asked to do so, and so forth. The Election Committee will appoint a chairperson for itself, who cannot be a director of the Board.
Before accepting the assignment, a member of the Election Committee shall carefully consider whether there is a conflict of interest or any other circumstances that makes it inappropriate to accept the assignment as member of the Election Committee.
The appointed members shall, together with the chairperson of the Board of Directors as the convener, constitute the Election Committee. The names of the members of the Election Committee, as well as the shareholders they are representing, shall be announced not later than six (6) months prior to each Annual General Meeting on the company’s website www.corem.se.
The majority of the members of the Election Committee shall be independent in relation to the company and its executive management. At least one of the Election Committee’s members shall be independent in relation to the largest shareholder in the company or group of shareholders that cooperates regarding the company’s management. The CEO or other persons from the executive management may not be a member of the Election Committee. Directors of the Board can be a part of the Election Committee but cannot be a majority of its members. If more than one director of the Board is in the Election Committee, not more than one of them can be dependent in relation to the larger shareholders of the company.
The Election Committee shall fulfil the tasks set out in the Swedish Corporate Governance Code and, as applicable, propose amendments to the principles for appointment of the Election Committee.
If a member leaves the Election Committee before its work is finished and if the Election Committee considers that it is necessary to replace such member, the Election Committee shall appoint a new member in accordance with the principles above. If the ownership of the company is significantly changed, the composition of the Election Committee’s members shall be altered in a way that corresponds to the changed conditions in ownership, if the Election Committee so decides. However, if such change in ownership takes place later than two months before the Annual General Meeting, no alteration in the composition of the Election Committee shall take place. Alteration to the composition of the Election Committee shall immediately be announced.
The mandate for the Election Committee shall continue until a new Election Committee has been appointed.
No remuneration shall be paid to the members of the Election Committee. However, the company shall at the request of the Election Committee, provide human resources to facilitate the work of the Election Committee, such as i.e. a secretary. The company shall bear other reasonable costs that are necessary for the Elections Committee’s work.
This instruction shall apply until further notice.
Remuneration report, item 13
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors‘ remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Item 14
To enable an increased financial flexibility, the Board of Directors proposes that the Annual General Meeting resolves on a redemption offer, in which the shareholders of preference shares in the company shall be offered to redeem preference shares with repayment to the holders of preference shares in the form of a redemption claim. The redemption claim may only be used to pay for subscribed ordinary shares of Class D by set-off.
The Board of Directors also proposes that the Annual General Meeting resolves to authorise the Board of Directors to increase the share capital through a new issue of ordinary shares of Class D to holders of redemption claims by set-off.
Hence, the Board of Directors proposes that the Annual General Meeting shall resolve as follows. The Annual General Meeting’s resolution in accordance with items 14 a) and 14 b) below shall be adopted as one resolution.
Reduction of the share capital through redemption of preference shares, item 14 a)
The Board of Directors proposes that the Annual General Meeting resolves to reduce the company’s share capital with not more than SEK 24,830,590 (the reduction amount) by redemption of not more than 12,415,295 preference shares.
The reduction of the share capital shall be made to carry out a repayment to the holders of preference shares in the form of a redemption claim on the company.
The reason for offering redemption on preference shares only is to enable an increased financial flexibility for the company. The ordinary shares of Class D consist exclusively of equity, which can be compared to the company’s preference shares that are considered to consist of an equal amount of equity and interest-bearing debt according to the rating institutes‘ regulations. An increased amount of new ordinary shares of Class D creates improved conditions for the company to reach an “investment grade” rating over time. Such a rating is expected to reduce the company's financial risk and is expected to improve the profit from property management as a result of lower financing costs.
For each redeemed preference share, a redemption claim of SEK 314 (the “Redemption Claim”) shall be paid, whereas SEK 312 exceeds the share’s quota value. Payment with the Redemption Claim shall be made simultaneously with the registration of redemption, whereas the preference shares will be reserved as non-cash consideration in the Euroclear system by the issuing agency. The amount of the Redemption Claim is based on the closing price for the company’s preference shares on 25 March, 2022, which was the last trading day before the announcement of the company’s redemption offer to the shareholders of preference shares in the company.
The Redemption Claim can only be used to pay for subscribed ordinary shares of Class D by set-off and the Redemption Claim is due in connection with the time of payment for subscribed shares in such offset issue.
The Redemption Claim cannot be transferred, is not interest-bearing and does not entitle to payment of the redemption amount in any other way than what is stated under item 14 b).
Provided that the Annual General Meeting resolves in accordance with the Board of Directors’ proposal according to item 8 b) regarding profit distribution and carrying the remaining profits forward, SEK 20,494,363,376 remains of the distributable amount in accordance with Section 17, section 3 first paragraph of the Swedish Companies Act. The total amount of the redemption remuneration is estimated to amount to a total of SEK 3,898,402,630. In addition to the reduction amount, a consideration of in total SEK 3,873,572,040 will be distributed, whereby the company's unrestricted equity shall be used. Other than the reduction of the share capital, the company's restricted equity will not be affected.
The registration period for the redemption offer is estimated to be during the period from 16 May, 2022 to 30 May, 2022, using a special registration form provided by the company. The registration is binding, and preference shares registered for redemption will be reserved as non-cash consideration in the Euroclear system at the time of registration for redemption.
The record day is estimated to be on 12 May, 2022. Payment of the redemption consideration is expected to be made on around 3 June, 2022.
The resolution regarding the reduction of the share capital with reimbursement to the shareholders, by redemption of preference shares, can be made without obtaining permission from the Swedish Companies Registration Office or general courts, since the company in relation to the registration of the reduction of the share capital simultaneously will be conducting a new issue with payment by set-off with the support of the authorisation from the Annual General Meeting according to item 14 b) below, meaning that neither the company’s restricted equity nor the share capital will decrease.
Authorisation for the Board of Directors to increase the share capital through a new issue of ordinary shares of Class D to holders of redemption claims against payment by set-off, item 14 b)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, within the limits in the Articles of Association in force at any given time, with deviation from the shareholders’ preferential rights, on one or more occasions, during the period until the next Annual General Meeting resolve to increase the company’s share capital through new issues of not more than 13,905,130 ordinary shares of Class D in the company, implying an increase in the share capital by not more than SEK 27,810,260.
New issue shall take place at a subscription price of SEK 280.36[1] per ordinary share of Class D. The subscription price corresponds to the market value as assessed by the Board of Directors. Payment for subscribed ordinary shares of Class D shall be made in connection with the subscription by setoff against the holder’s Redemption Claim in accordance with item 14 a) above.
The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to enable one or more new issues in order to be able to set off the Redemption Claims in accordance with item 14 a) above against ordinary shares of Class D in the company.
The new ordinary shares of Class D entitle to dividends for the first time on the record day for dividends that occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and the ordinary shares of Class D have been entered in the share register at Euroclear Sweden AB.
Authorisation for the Board of Directors to resolve on new issues, item 15
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of
Directors to, on one or more occasions, during the period until the next Annual General Meeting, decide on new issues of ordinary shares of Class A, and/or Class B and/or Class D, and/or preference shares, with or without deviation from the shareholders‘ preferential rights.
The number of shares issued pursuant to the authorisation may correspond to an increase in the share capital of not more than ten (10) per cent, based on the total share capital of the company after registration of the new issue in item 14 b). The number of ordinary shares of Class A that may be issued pursuant to the authorisation may amount to not more than ten (10) per cent of the share capital consisting of ordinary shares of Class A at the time after the aforementioned registration, the number of ordinary shares of Class B that may be issued pursuant to the authorisation may amount to not more than ten (10) per cent of the share capital consisting of ordinary shares of Class B at the time after the aforementioned registration. The number of ordinary shares of Class D that may be issued pursuant to the authorisation may amount to not more than ten (10) per cent of the share capital consisting of ordinary shares of Class D at the time after the aforementioned registration, and the number of preference shares that may be issued pursuant to the authorisation may amount to not more than ten (10) per cent of the share capital consisting of preference shares at the time after the aforementioned registration.
Shares may be subscribed for in cash, by payment in kind, by set-off or on terms that follow from Chapter 2, Section 5 of the Swedish Companies Act.
New issues resolved upon pursuant to the authorisation shall be made with the purpose to acquire properties or shares in legal persons that own properties, or for the purpose of capitalizing the company prior to such acquisitions. A new issue pursuant to the authorisation with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. However, a new issue discount may be given at market level in the event of new issues of preference shares and/or ordinary shares of Class B and/or ordinary shares of Class D with deviation from the shareholders’ preferential rights. In the event of a rights issue, a market issue discount shall be given.
Authorisation for the Board of Directors to acquire and transfer the company’s own shares, item 16
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, until the next Annual General Meeting, decide on the acquisition and transfer of own shares as follows.
Acquisitions may be made of a maximum of so many ordinary shares of Class A, Class B and Class D respectively, as well as preference shares that the company group’s total shareholding of its own ordinary shares of Class A, Class B and Class D respectively, as well as preference shares after acquisitions amounts to not more than ten (10) per cent of all registered shares in the company. Acquisitions may take place through trading on the regulated marketplace Nasdaq Stockholm or another regulated marketplace. Payment for the acquired shares shall be made in cash.
Transfers may be made of all shares held by the company at the time of the Board of Directors’ decision, with deviation from the shareholders preferential rights, by trading on Nasdaq Stockholm or another regulated marketplace or otherwise to third parties in connection with company or property acquisitions. Payment for transferred shares shall be made in cash, in kind, by set-off of claim against the company or otherwise in accordance with Chapter 2, Section 5 of the Swedish Companies Act.
Acquisitions and transfers may take place on one or more occasions during the period until the next Annual General Meeting, at a price that is within the stock exchange price range registered at any given time. In the event of a transfer other than on Nasdaq Stockholm, the price shall be determined so that it does not fall short of what is considered market-based, whereby, however, a market-based discount in relation to the share price may be applied.
The Board of Directors’ proposal for authorisation is intended to provide the Board of Directors with greater possibility to adapt the capital structure of the company to the capital requirements from time to time, and thus be able to contribute to increased shareholder value. Furthermore, the authorisation is intended to enable the Board of Directors to transfer shares in relation to the financing of any property or company acquisitions through payment with the company's own shares, and to enable acquisition of working capital, or expanding the ownership circle. The purpose of the authorisation does not allow the company to trade in own shares for short-term profits.
The repurchased shares in the company as of the day of the announcement of the notice to the Annual General Meeting amounts to 2,913,825 ordinary shares of Class A, 31,191,000 ordinary shares of Class B and 42,000 ordinary shares of Class D, corresponding to approximately 3.11 per cent of all registered ordinary shares of Class A in the company, approximately 3.05 per cent of all registered ordinary shares of Class B in the company, and approximately 0.56 per cent of all registered ordinary shares of Class D in the company, which corresponds to approximately 3.00 per cent of the total number of registered shares in the company.
Amendments to the Articles of Association, item 17
The Board of Directors proposes that the Annual General Meeting resolves to amend item 5.2 in the Articles of Associations in accordance with the following.
| Current wording | Proposed wording |
| 5.2 Ordinary share profit distribution | 5.2 Ordinary share profit distribution |
All ordinary shares shall, considering the below, have the right to dividends without preferential rights toward each other. If any dividend is declared, the following shall apply:
If the dividend on ordinary shares of Class D is less than SEK twenty (20), the maximum permitted dividend of SEK twenty (20) shall be increased so that the shortfall of up to SEK twenty (20) per year may be distributed later if sufficient dividends on ordinary shares are declared subsequently, whereupon the maximum permitted dividend shall once again be SEK twenty (20). Disbursement of dividends relating to ordinary shares of Class D shall be made in four (4) equal instalments. The record days for payment of dividends shall be the last business day in June, September, December, and March. |
All ordinary shares shall, considering the below, have the right to dividends without preferential rights toward each other. If any dividend is declared, the following shall apply:
If the dividend on ordinary shares of Class D is less than SEK twenty (20), the maximum permitted dividend of SEK twenty (20) shall be increased so that the shortfall of up to SEK twenty (20) per year may be distributed later if sufficient dividends on ordinary shares are declared subsequently, whereupon the maximum permitted dividend shall once again be SEK twenty (20). Disbursement of dividends relating to ordinary shares of Class A, Class B and Class D shall be made in four (4) equal instalments. The record days for payment of dividends shall be the last business day in June, September, December, and March. |
The Board of Directors also proposes that the Annual General Meeting resolves to amend the first section of item 5.3 in the Articles of Association in accordance with the following.
| Current wording | Proposed wording |
| 5.3 Preference share profit distribution | 5.3 Preference share profit distribution |
| Preference shares shall give preferential rights over ordinary shares to an annual distribution of dividends of SEK twenty (20) per share, with quarterly payments of SEK five (5) per share. The record days for payment of dividends shall be the last business day in June, September and December after the Annual General Meeting, and in March the year after the Annual General Meeting. | Preference shares shall give preferential rights over ordinary shares to an annual distribution of dividends of SEK twenty (20) per share, with quarterly payments of SEK five (5) per share. The record days for payment of dividends shall be the last business day in June, September, December, and March. |
Furthermore, the Board of Directors proposes that the Annual General Meeting resolves on a new paragraph in the Articles of Association that allows the Board of Directors to collect powers of attorney according to Chapter 7, Section 4 of the Swedish Companies Act, that also allows the Board of Directors to decide that shareholders shall be able to exercise their voting rights by the use of use of postal voting in advance of the general meeting in accordance with Chapter 7, Section 4 a of the Swedish Companies Act. Since it is proposed that the paragraph is added as a new paragraph 9, a renumbering is also proposed so that previous paragraphs 9-12 become paragraphs 10-13.
| Proposed wording |
| 9 COLLECTION OF POWERS OF ATTORNEY AND POSTAL VOTING |
| The board of directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, paragraph two of the Swedish Companies Act (2005:551). The board of directors may, before a general meeting, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551). |
In order to be able to use the alternative that the Swedish Companies Act states about the presence of outsiders at general meetings, the Board of Directors proposes that a new section shall be introduced in the renumbered paragraph 10 in the Articles of Association in accordance with the below. Furthermore, the Board of Directors proposes that general meetings shall, aside from being able to be held in Stockholm, also be able to be held in Solna, by amending the renumbered paragraph 10 in the Articles of Association in accordance with the below.
| Current Wording | Proposed Wording |
| 9 MATTERS AT THE ANNUAL GENERAL MEETING | 10 GENERAL MEETINGS |
The following business shall be addressed at annual general meetings: 1. Election of a chairperson of the meeting. 2. Preparation and approval of a voting register. 3. Approval of the agenda.4. Election of one or two persons to attest the minutes.5. Determination of whether the meeting has been duly convened. 6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and auditor’s report for the group7. Resolutions regarding:
8. Determination of the number of directors as well as auditors and alternative auditors.9. Determination of remuneration for the board of directors and auditors.10. Election of board of directors as well as, if applicable, auditor or auditors. 11. Other matters incumbent on the general meeting in accordance with the Swedish Company’s Act (2005:551) or the articles of association. |
General meetings shall be held in Solna or in Stockholm. The board of directors may resolve that a person who is not a shareholder of the company shall, on the terms determined by the board of directors, have the right to attend or otherwise follow the proceedings at the general meeting. The following business shall be addressed at annual general meetings:1. Election of a chairperson of the meeting.2. Preparation and approval of a voting register. 3. Approval of the Agenda.4. Election of one or two persons to attest the minutes.5. Determination of whether the meeting has been duly convened. 6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and auditor’s report for the group. 7. Resolutions regarding:
8. Determination of the number of directors as well as auditors and alternative auditors.9. Determination of remuneration for the board of directors and auditors.10. Election of board of directors, as well as, if applicable, auditor or auditors.11. Other matters incumbent on the general meeting in accordance with the Swedish Company’s Act (2005:551) or the articles of association. |
Authorisation for the Board of Directors to make minor adjustments of the resolutions, item 18
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors, the CEO or the person otherwise designated by the Board of Directors, to undertake such minor adjustments and clarifications of the resolutions adopted at the Annual General Meeting, to the extent required for registration of the resolutions.
The right to information
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors considers that this can be done without material harm to the company, at the Annual General Meeting provide information regarding conditions that may affect the assessment of a matter on the agenda, and conditions that may affect the assessment of the company’s financial situation. The duty of disclosure also applies to the company’s relationship with other group companies, the consolidated accounts as well as the conditions mentioned above regarding subsidiaries.
Majority requirements
The resolutions of the Annual General Meeting in accordance with item 14 a), 14 b), 15, 16, and 17 are valid only if such resolution is approved by shareholders holding at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting. Regarding the resolution of the Annual General Meeting in accordance with item 14 a) it is also required that the resolution has been approved by shareholders with at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting as well as the share class for which the rights of the shares is impaired by the resolution.
Miscellaneous
The Election Committee's complete proposals for resolutions, reasoned opinions, and information about proposed directors and auditors are available at Corem Property Group AB at the company’s head office at Riddargatan 13 C in Stockholm, and at the company’s website, www.corem.se.
The annual report, the auditor’s report, the consolidated financial statements, the auditor’s report for the group, the Board of Directors’ complete proposals to resolutions with related documents as well as reasoned opinions, the Board of Directors’ report on the evaluation of renumeration and the auditor’s statements according to Chapter 8, Section 54 of the Swedish Companies Act regarding the application of the guidelines for salaries and other remuneration to senior executives will be held available at the company’s head office and website not later than three (3) weeks prior to the Annual General Meeting. The documents will also be sent to shareholders that request it and states their postal address or e-mail.
The documents will be presented by being held available at the company and at the company’s website.
Processing of personal data
For information on how your personal data is processed in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2022
Corem Property Group AB (publ)
The Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT
Eva Landén, CEO, +46 8 503 853 33, eva.landen@corem.se
Lars Norrby, IR, +46 76 777 38 00, lars.norrby@corem.se
Corem Property Group AB (publ)
Address: P.O. Box 56085, SE-102 17 Stockholm
Visitors: Riddargatan 13 C
Reg.no: 556463-9440
www.corem.se
This press release is in all respects a translation of the Swedish original press release. In the event of any discrepancies between this translation and the Swedish original, the latter shall prevail.
[1] The exact subscription price is SEK 280,357142857143.