Bulletin from the 2019 Annual General Meeting (AGM) of Hemfosa Fastigheter
Today, May 7, 2019, the AGM of Hemfosa Fastigheter AB adopted the income statements and balance sheets for the Parent Company and the Group for the 2018 fiscal year. The Board of Directors and CEO were also discharged from liability for the 2018 fiscal year.
The AGM resolved to pay a dividend of a total of SEK 2.40 per ordinary share for the 2018 fiscal year, with quarterly payment of SEK 0.60 per ordinary share. The record dates for the distribution of dividends on ordinary shares are May 9, 2019, July 10, 2019, October 10, 2019 and January 10, 2020.
The AGM also resolved to pay a dividend of a total of SEK 10.00 per preference share, with quarterly payment of SEK 2.50 per preference share. The record dates for the distribution of dividends on the preference share are July 10, 2019, October 10, 2019, January 10, 2020 and April 10, 2020.
The dividend according to the above totals SEK 512,547,788.
Moreover, the AGM resolved that the new ordinary shares that may be issued with the support of the authorization granted to the Board to decide to issue new ordinary shares will provide entitlement to dividends, in accordance with the above, as of the day on which these shares have been entered into the share register maintained by Euroclear Sweden AB. Assuming that the authorization is exercised in full, the dividend on additional ordinary shares will amount to a maximum of SEK 40,254,780.
Board of Directors and Auditor
The AGM resolved on fees to the Board of Directors in accordance with the Nomination Committee’s proposal and re-elected the Board members Bengt Kjell, Gunilla Högbom, Anneli Lindblom, Per-Ingemar Persson and Caroline Sundewall. The AGM also resolved to elect Anneli Jansson, Anders Kupsu and Carl Mörk as new Board members. Ulrika Valassi had declined re-election and the previous Board member Jens Engwall resigned at his own request from his assignment as Board member in November 2018 after the shares of the previous subsidiary Nyfosa AB were distributed to the ordinary shareholders of Hemfosa. Bengt Kjell was elected Chairman of the Board. For further information regarding Board members, refer to the company’s website www.hemfosa.se.
The registered accounting firm, KPMG AB, was re-elected as the company’s auditor for the period ending at the end of the next AGM. KPMG AB has announced that Peter Dahllöf will be appointed Auditor in Charge.
Guidelines for remuneration of senior executives
Furthermore, the AGM resolved on guidelines for remuneration of senior executives in accordance with the Board’s proposal.
Resolution regarding authorization for the Board of Directors to resolve upon new issue of ordinary shares
The AGM resolved to authorize the Board of Directors on one or more occasions during the period until the end of the next AGM, with or without deviation from the shareholders’ pre-emptive rights, to decide on the issuance of new ordinary shares. The total number of ordinary shares that may be issued pursuant to the authorization may not exceed 10 percent of the total number of ordinary Hemfosa shares, at the time of exercising the authorization. Such new ordinary shares shall be issued at a subscription price corresponding to market terms and payment can be made, except for payment in cash, by assets contributed in kind or by set-off.
Resolution on warrant program including issue and transfer of warrants
The AGM resolved on a directed issuance in respect of not more than 1,400,000 warrants as a feature of the introduction of a warrant program for employees of the Hemfosa Group. The reason for not applying the shareholders’ pre-emption rights is to introduce a remuneration element which is competitive within each market the company operates, 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.
The warrants are to be transferred to different categories of employees in the Group. The subscription price per share shall be the average price of the ordinary share at the time of issuance of the warrants, to be increased or decreased in accordance with Carnegie’s Real Estate Index (CREX) up to and including September 2022, when it will be finally determined.
The company will by means of a cash bonus subsidize up to 100 percent of the participants’ premium. The bonus consists of two payments, each of 50 percent, during the term of the warrant program. Each warrant entitles a right to subscribe for one (1) ordinary share in the company. The warrants may be exercised to subscribe for new ordinary shares, in accordance with the terms and conditions of the warrants, during a two week period from the day following the publication of the interim report for the period July-September 2022, the year-end report for 2022 and the interim report for the period January-March 2023, but not further than up to and including June 10, 2023.
Upon full exercise of all warrants, 1,400,000 new shares can be issued, which corresponds to a dilution of approximately 0.83 percent of the total number of ordinary shares and the total number of votes in Hemfosa. Calculated based on the total number of shares in the company, including preference shares, the dilution amounts to approximately 0.78 percent.
For further information, please contact:
Caroline Arehult, CEO, firstname.lastname@example.org, mobile +46 70 553 80 26,
office +46 8 448 04 80