Notice of Annual General Meeting in Platzer Fastigheter Holding Ab (publ)

The Annual General Meeting of Platzer Fastigheter Holding AB (publ), Corporate Identity Number 556746-6437, (“the Company” or “Platzer”) will be held on Thursday 23 March 2023 at 15:00 CET at Jacy’z Hotel & Resort in Platzer’s property Kineum at Drakegatan 10 in Gothenburg. Admission to the Annual General Meeting is from 14:30 (CET).

The Company is looking forward to being able to welcome shareholders to an Annual General Meeting in person at one of the Company’s properties in Gothenburg. The Board of Directors has decided to also offer shareholders the opportunity to vote on the proposed resolutions at the Annual General Meeting in advance by postal voting.

Shareholders who wish to see more of Kineum and admire the views are welcome to join a tour at 14:00 CET. Please register for the tour separately in connection with confirmation of attendance at the Annual General Meeting.

The English text is an unofficial translation

The following will apply:

• The Annual General Meeting will be held on Thursday 23 March 2023 at 15:00 CET at Jacy’z Hotel & Resort in Platzer’s property Kineum at Drakegatan 10 in Gothenburg.
• Shareholders will have the option to vote on the proposed resolutions in advance by postal voting. All information, documents and voting instructions can be found on the Company’s website: platzer.se/arsstamma.
• The Agenda for the meeting is set out below and the proposed resolutions are explained in more detail later in the notice.
• A press release will be published after the meeting with information about the most significant resolutions passed by the Annual General Meeting, including the votes cast by postal vote.

REGISTRATION AND ATTENDANCE AT THE ANNUAL GENERAL MEETING

To be entitled to participate in Platzer Fastigheter Holding AB’s Annual General Meeting, shareholders must:

• be entered in the shareholder register maintained by Euroclear Sweden AB as at
  15 March 2023; and
• have notified the Company of their attendance at the Annual General Meeting not later than 17 March 2023. Confirmation of attendance can be given via the Company’s website platzer.se, by telephone on +46 (0)31 63 03 00 or by mail to Platzer Fastigheter Holding AB (publ), “Annual General Meeting”, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm. The confirmation should include the shareholder's name, personal identity number/company registration number, address, telephone number and shareholding, as well as the name(s) of any assistants (not more than two).

Shareholders who are represented by a proxy/proxies must issue a written, dated form of proxy. A form of proxy can be downloaded from the Company's website, platzer.se. If the form of proxy is issued by a legal entity, a signed copy of the entity's certificate of incorporation or equivalent authentication document is also required. The original of the form of proxy, certificate of incorporation and other authorisation documents must be made available at the Meeting and, to facilitate admission to the Meeting, must be sent to the Company at the above address, ensuring they will be received not later than 17 March 2023. The form of proxy must not be more than one year old, unless it states that it is valid for a longer period, although this must not be more than five years.

POSTAL VOTING

The Board of Directors has decided that shareholders may exercise their voting rights by way of postal voting in advance of the Annual General Meeting pursuant to Section 13 of the Articles of Association and Chapter 7, Section 4a of the Swedish Companies Act. 

To be entitled to participate in Platzer Fastigheter Holding AB’s Annual General Meeting via postal voting, shareholders must:

• be entered in the shareholder register maintained by Euroclear Sweden AB as at 15 March 2023.

For agenda items where the Board of Directors or the Nomination Committee have submitted proposals for resolution, shareholders will be able to vote Yes or No via postal voting. A special postal voting form must be used. This form is available on the Company’s website, platzer.se, or at https://anmalan.vpc.se/euroclearproxy and at the Company’s head office at Kämpegatan 7, Gothenburg. The completed and signed postal voting form must be sent by

- mail to Platzer Fastigheter Holding AB (publ), “Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, or

- email to [email protected] and must be received by Euroclear Sweden AB not later than 17 March 2023 (enter “Platzer – postal voting” in the subject line).

Shareholders who are natural persons may also submit their postal vote online by way of verification using BankID on Euroclear Sweden AB’s website: https://anmalan.vpc.se/euroclearproxy, which can also be accessed via a link on the Company’s website. Such electronic votes must be submitted not later than 17 March 2023.

Shareholders exercising their voting rights by way of postal voting by proxy must append a form of proxy to the postal voting form. The proxy form is available on the Company’s website, platzer.se.

Shareholders who are legal entities must also enclose a certificate of incorporation or equivalent authorisation document.

Shareholders must not provide special instructions or conditions with their postal vote. Should shareholders provide such instructions or conditions, their entire postal vote will be declared invalid. Further instructions and terms and conditions can be found on the postal voting form and at https://anmalan.vpc.se/euroclearproxy.

Votes received after 17 March 2023 will be rejected.

For any questions about the postal voting form, please contact Euroclear Sweden AB by calling +46 (0)8 401 43 45 (Monday-Friday between 09:00-16:00).

SHARES REGISTERED THROUGH A NOMINEE

To be entitled to participate in the Annual General Meeting, whether in person or by postal voting, shareholders who have registered their shares in the name of a nominee must also re-register their shares in their own name with Euroclear Sweden AB to ensure that they are registered as shareholders in the shareholder register on 15 March 2023. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures within the timeframe determined by the nominee. Voting rights registrations made not later than 17 March 2023 will be included in the presentation of the share register.

PROPOSED AGENDA          

1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of two people to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of

1. the Annual Report and consolidated financial statements and the Auditor's Report concerning the Parent Company and the Group
2. the Board of Directors’ proposal for payment of dividends and the explanatory statement
3. the Auditor’s opinion on whether the guidelines for remuneration of senior executives in place since the previous Annual General Meeting have been followed

In connection with that, a speech by the CEO and the Chairman of the Board

8. Resolution on adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
9. Resolution on allocation of the Company's profit in accordance with the duly adopted balance sheet and the record dates
10. Resolution to grant discharge from liability to the members of the Board and the CEO
11. Resolution on the number of Board members and auditors, as well as deputy auditors
12. Determination of the fees payable to the Board of Directors and auditor
13. Election of Board members and Chairman of the Board of Directors
14. Election of auditors and deputy auditors, where applicable
15. Resolution on principles for the appointment of the Nomination Committee
16. Resolution on approval of the Remuneration Report
17. Resolution on guidelines for remuneration of senior executives
18. Resolution on authorisation for the Board of Directors to decide on purchase and transfer of the Company’s own shares
19. Resolution on authorisation for the Board of Directors to decide on the issue of new shares
20. Closing of the Meeting

PROPOSED RESOLUTIONS

Election of the Chairman of the Meeting (Item 2)

The Nomination Committee for the Annual General Meeting 2023 comprises Charlotte Hybinette (Chairman of the Board of Directors), Hans Ljungkvist (appointed by Länsförsäkringar Göteborg och Bohuslän), Jonas Rosman (appointed by Länsförsäkringar Skaraborg) and Kristina Brandt (appointed by Neudi & C:o AB). Kristina Brandt has served as the Chairman of the Nomination Committee.

The Nomination Committee proposes that Charlotte Hybinette be elected Chairman of the Annual General Meeting, or, if she is unable to attend, another person indicated by the Nomination Committee.
 

Dividend and record dates (Item 9)

The Board of Directors proposes a dividend to the shareholders of SEK 2.30 per share, to be paid in two instalments of SEK 1.15 each. The proposed record dates for the dividend are 27 March 2023 and 25 September 2023.
 

Resolution on the number of Board members and auditors, as well as deputy auditors (Item 11)

The Nomination Committee proposes that the Board, for the period until the close of the next Annual General Meeting, shall remain unchanged and consist of eight members, without deputy members.

The Nomination Committee proposes that a registered public accounting firm shall be appointed auditor and that no deputy auditors be elected.

Determination of the fees payable to the Board of Directors and auditor (Item 12)

The Nomination Committee proposes that total fees paid to the Board of Directors, excluding committee fees, shall amount to SEK 2,160,000, to be distributed as follows: SEK 550,000 (520,000) to the Chairman of the Board and SEK 230,000 (220,000) to each of the other Board members. This corresponds to a total increase in fees of approx. 5%. A fee of SEK 55,000 (50,000) is paid for the work performed by the Chairman of the Risk and Audit Committee, while a fee of SEK 30,000 (25,000) is paid for the work performed by a member of the Risk and Audit Committee. No additional fees are otherwise paid for committee work.

The Nomination Committee further proposes that fees payable to the auditor shall be paid according to an approved invoice.

Election of Board members and Chairman of the Board of Directors (Item 13)

Election of Board members

The Nomination Committee proposes that the following persons be elected to the

Board of Directors:

1. Anders Jarl, re-election
2. Anneli Jansson, re-election
3. Caroline Krensler, re-election
4. Charlotte Hybinette, re-election
5. Eric Grimlund, re-election
6. Henrik Forsberg Schoultz, re-election
7. Maximilian Hobohm, re-election
8. Ricard Robbstål, re-election

For information about the Board members and their other directorships, please see the Company’s website, www.platzer.se.

Election of Chairman of the Board

The Nomination Committee proposes that Charlotte Hybinette be re-elected as the Chairman of the Board.

Appointment of auditors (Item 14)

The Nomination Committee proposes that the public accounting firm Öhrlings PricewaterhouseCoopers AB (PwC) be reappointed as the Company's auditors until the close of the 2024 Annual General Meeting, in accordance with the Risk and Audit Committee’s recommendation. PwC has advised that if PwC is appointed, Johan Rippe will continue as the Auditor in Charge.

Principles for the appointment of the Nomination Committee (Item 15)

The Nomination Committee proposes that the following, unchanged principles for the appointment of the Nomination Committee remain in place until another instruction is adopted:

The Nomination Committee shall be appointed annually and shall consist of four members. These must include the Chairman of the Board of Directors and members appointed by each of the three largest shareholders in terms of votes at the end of the second quarter in the year preceding the Annual General Meeting. The Chairman of the Board of Directors shall convene the first meeting of the Nomination Committee. The names of the persons who will form the Nomination Committee must be published on the Company's website not later than six months before the next Annual General Meeting. If any of the three largest shareholders in terms of voting power refrains from appointing a member to the Nomination Committee, this right accrues to the next largest shareholder in terms of voting power. If a Nomination Committee member's connection with the shareholder that nominated the member ends or if the member leaves the Nomination Committee for any other reason, the shareholder that nominated the member will have the right to replace the member on the Nomination Committee. If any shareholder who appointed a member to the Nomination Committee disposes of a major holding of its shares in the Company before the Nomination Committee’s task has been completed, the member appointed by this shareholder must, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the largest shareholder in terms of voting power that is not represented on the Nomination Committee. The Nomination Committee appoints its Chairman from among its members. The Chairman of the Nomination Committee must not be a member of the Board of Directors.

The Nomination Committee must prepare proposals for presentation to the 2024 Annual General Meeting for resolutions on the Chairman of the Meeting, number of Board members and auditors, Board fees and other remuneration of committee work, auditors' fees, the Board of Directors, the Chairman of the Board of Directors, auditors and the principles for appointment of the Nomination Committee for the 2025 Annual General Meeting.
 

Approval of the Remuneration Report (Item 16)

The Board of Directors proposes that the Board of Directors’ Remuneration Report pursuant to Chapter 8, Section 53a of the Swedish Companies Act be approved.

Guidelines for remuneration of senior executives (Item 17)

Following preparatory work carried out by the Remuneration Committee, the Board of Directors proposes that the Annual General Meeting approve the following main guidelines for remuneration of senior executives.

Remuneration and other terms and conditions of employment for the Company’s senior management must be on market terms and competitive and must be based on the employee’s responsibilities and performance. Remuneration consists of a fixed base salary for all members of the senior management. Pension terms and conditions must be on market terms and based on a defined-contribution pension or the collectively bargained ITP occupational pension scheme for white-collar workers.

In addition to the fixed salary, variable monetary compensation shall also be possible, which shall be based on predefined targets for the organisation as a whole. Such variable monetary compensation shall not exceed ten (10) per cent of annual fixed base salary for all senior executives and shall depend on outcomes of targets linked to operating surplus, economic occupancy rate, energy performance, customer volume and reuse in projects. The measurement period is the calendar year for which targets have been set. The aim of variable monetary compensation is to promote long-term value creation and sustainability work within the Group. Further variable monetary compensation may be payable in exceptional circumstances on condition that such arrangements are only agreed on an individual level, either in order to recruit or retain executives, or as compensation for extraordinary work performance above and beyond the person’s ordinary job responsibilities. Such compensation must not exceed an amount corresponding to forty (40) per cent of annual fixed base salary and must not be paid more than once per year and person. Decisions on further monetary compensation are taken by the Board of Directors.

In the event of termination of employment, the period of notice for the CEO and other senior executives must not exceed twelve months, irrespective of whether employment was terminated by the Company or the executive. In case of termination by Platzer, severance pay may be payable. Severance pay, including salary during the notice period, must not exceed an amount corresponding to 12 months of salary.

The guidelines cover senior executives, that is, the CEO and other members of Platzer’s Group management, as well as members of the Board of Directors where applicable. The Board of Directors shall have the right to deviate from the guidelines in the event of special circumstances in individual cases and if deviation is necessary in order to safeguard the Company’s long-term interests, or to safeguard the Company’s financial viability.

Authorisation for the Board of Directors to decide on purchase and transfer of the Company’s own shares (Item 18)

The Board of Directors proposes that the Annual General Meeting passes a resolution to authorise the Board to purchase and transfer the Company’s own shares as set out below.

Authorisation to purchase own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, not later than the time of the next Annual General Meeting, on purchase of shares in the Company as follows:

1. The maximum number of Class B shares authorised to be purchased is the number of shares that ensures that the total holding of own Class B shares following acquisition does not exceed 10 per cent of all registered shares in the Company.
2. The shares may be purchased on NASDAQ Stockholm or another regulated market.
3. Purchases may only be implemented at a price that is within the bid-offer spread at any time.
4. Payment for the shares must be made in cash.
5. Purchases may be carried out on one or more occasions in the period until the next Annual General Meeting.

Authorisation to transfer own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, not later than the time of the next Annual General Meeting, on transfer of shares in the Company as follows:
 

1. The Board may transfer the entire holding of own shares in the Company held at the time of the Board’s decision on the transfer.
2. Transfer of shares may be carried out via trading on NASDAQ Stockholm or another regulated market, or in another manner with or without deviation from shareholders’ pre-emption rights.
3. Transfers on NASDAQ Stockholm may only be implemented at a price that is within the bid-offer spread at any time.
4. For transfers not carried out on NASDAQ Stockholm, the price must be established at a level that is not lower than the price on market terms, but which may nevertheless include a market discount relative to the market price.
5. Payment for transferred shares must be in the form of cash or non-cash consideration or may be offset against a claim against the Company or be made on terms according to Chapter 2, Section 5 of the Swedish Companies Act.
6. Transfer of shares may be implemented on one or more occasions in the period until the time of the next Annual General Meeting.

The reason for deviation from shareholders’ pre-emption rights for transfers of shares and the basis for the offer price are to achieve the best possible terms and conditions for the Company.

Purpose
The purpose of the authorisation is to give the Board increased opportunities to be able to adapt the Company’s capital structure to its capital requirements at any time, thereby enabling the Board to contribute to increased shareholder value in the Company. In addition, the purpose of the authorisation is to give the Board the opportunity to transfer shares in connection with the financing of any property or company acquisitions, and to facilitate the acquisition of working capital or expansion of the shareholder base. The purpose of the authorisation is not for the Company to trade in its own shares for short-term gain.

The Company’s holding of own shares at the date of the notice of the Annual General Meeting stood at 118,429 Class B shares.

For the resolution to be valid, it must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.

Authorisation for the Board of Directors to decide on the issue of new shares (Item 19)

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide, not later than the time of the next Annual General Meeting, on one or more occasions and with or without preferential rights for shareholders, on a new issue of class B shares for a total value of not more than 10 per cent of the share capital. The share issue may be implemented as a cash, non-cash or offset issue. Shares may only be issued at market price. The reason for deviating from shareholders’ preferential rights is that the Company, in the case of property transactions, may need prompt access to capital or, alternatively, may need to pay with the Company's shares. Furthermore, it is proposed that the meeting authorise the Board of Directors and the CEO to make any minor adjustments to this resolution and take any action that may be necessary in connection with registration of the authorisation. 

For the resolution to be valid, it must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.    

NUMBER OF SHARES AND VOTES

On the date of the notice of the Annual General Meeting, the total number of shares and votes in the Company were as follows:

The total number of shares in the Company is 119,934,292, of which 20,000,000 are Class A shares and 99,934,292 are Class B shares.

One A share carries 10 votes. One B share carries one vote.

The total number of votes in the Company is 299,934,292.

The Company holds 118,429 Class B shares which cannot be represented at the Annual General Meeting.

INFORMATION AT THE ANNUAL GENERAL MEETING

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the shareholders are entitled to certain information at the Meeting. The Board of Directors and the CEO shall disclose information on matters that may affect the assessment of an item on the agenda, and matters that may affect the assessment of the Company's or a subsidiary's financial situation, if requested to do so by a shareholder and if the Board of Directors is of the opinion that it will not cause any material harm to the Company. The duty of disclosure also applies to the consolidated accounts and the Company’s relationship with another Group company.

Questions may be sent in advance to Platzer Fastigheter Holding AB, FAO: Agneta Timhagen Meier, P.O. Box 211, SE-401 23 Gothenburg or by email: [email protected].

DOCUMENTS

The Nomination Committee’s full proposed resolutions, reasoned statements and information about proposed Board members and auditor, together with associated documentation, are available at the Company and on the Company’s website, platzer.se. The Annual Report, consolidated financial statements, Auditor’s Report and Auditor’s Opinion, the Board of Directors’ full proposed resolutions and associated reasoned statements pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, and the Board of Directors’ Remuneration Report and the Auditor’s Opinion pursuant to Chapter 8, Section 54 of the Swedish Companies Act, will be made available to shareholders at the Company’s office at Kämpegatan 7, Gothenburg, three weeks before the AGM. At that time, the documents will also be published on the Company’s website, platzer.se.

On request, the documents can also be sent by post to shareholders who provide their postal address. The documents will be presented at the Annual General Meeting.

PROCESSING OF PERSONAL DATA

Personal data relating to shareholders taken from the shareholder register, confirmation of attendance at the Annual General Meeting and information relating to proxies and assistants will be used for registration, preparation of a voting list for the Annual General Meeting and, where applicable, the minutes of the Annual General Meeting. Platzer Fastigheter Holding AB is the controller responsible for the processing of personal data that is carried out by the Company in connection with the Annual General Meeting. For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Gothenburg, February 2023

Platzer Fastigheter Holding AB (publ)

Board of Directors

For more information please contact:
P-G Persson, CEO, Platzer, tel: +46(0)734111222
Fredrik Sjudin, CFO, Platzer, tel: +46(0)721277778

The information was submitted, through the care of the above contact persons, for publication 20 February 2023 at 16:00 CET.

Platzer Fastigheter Holding AB (publ) owns and develops commercial properties in Gothenburg worth SEK 27 billion. The Platzer share is listed on Nasdaq Stockholm, Large Cap.