Notice of convening the Annual General Meeting of Corem Property Group AB (publ)

Shareholders of Corem Property Group AB (publ), Reg. No. 556463-9440, are hereby notified of the Annual General Meeting to be held on Tuesday 23 April, 2024 at 10.00 am, Kista Gate, Torshamnsgatan 48, Kista. Registration commences at 09.00 am.

The Board of Directors has decided that the shareholders before the Annual General Meeting shall be able to exercise their voting rights by postal voting in accordance with the Swedish Companies Act (2005:551), Chapter 7, Section 4 a, and the company’s Articles of Association. Consequently, shareholders may choose to exercise their voting rights at the Annual General Meeting by postal voting, in person or by proxy.

Notification etc.

Attending the meeting venue in person

Shareholders who wish to attend in the meeting venue in person or by proxy must

be registered as a shareholder in the share register prepared by Euroclear Sweden AB on Monday 15 April, 2024; and

give notice of participation in the Annual General Meeting to the company no later than Wednesday 17 April, 2024.

The notice of participation can be made through Corem’s website, www.corem.se, by post to address 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, address, telephone number, personal ID number or 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. If a power of attorney has been issued by a legal person, a certificate of registration or other corresponding authorisation document must also be attached to the power of attorney. 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 Annual General Meeting to the address set forth above. A form of proxy is available on the company’s website, www.corem.se.

Participation by postal voting

Shareholders who wish to participate in the Annual General Meeting by postal voting must

be registered as a shareholder in the share register prepared by Euroclear Sweden AB on Monday 15 April, 2024; and

give notice of participation in the Annual General Meeting by casting a postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than Wednesday 17 April, 2024.

A special form shall be used for postal voting. The postal voting form is available on Corem’s website, www.corem.se. The completed and signed postal voting 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 [email protected]. The completed and signed form must be received by Euroclear Sweden AB no later than Wednesday 17 April, 2024. Shareholders may also submit their postal vote electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/.

Shareholders may not provide special instructions or conditions in the postal vote. If so, the postal vote, in its entirety, is invalid. Further instructions and conditions are included in the postal voting form.

If a shareholder votes by post by proxy, a written and dated power of attorney signed by the shareholder shall 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 attached 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 Attending 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 registered as a shareholder in the share register prepared by Euroclear Sweden AB on Monday 15 April, 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registrations that have been made no later than Wednesday 17 April, 2024, will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting.
2. Election of the chairperson of the meeting.
3. Preparation and approval of a voting register.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. 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 on whether the guidelines for remuneration to senior executives have been followed.

In connection thereto, presentation by the CEO.

8. Resolution regarding:
   1. adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
   2. allocation of the company’s profit in accordance with the adopted balance sheet,
   3. discharge from liability for the members of the Board of Directors and CEO, and
   4. record days, if the Annual General Meeting resolves on distribution of dividends.
9. Determination of the number of members of the Board of Directors, as well as auditors and deputy auditors.
10. Determination of fees for the Board of Directors and auditor or auditors.
11. Election of Board of Directors and chairperson of the Board of Directors as well as auditor or auditors.
12. Resolution regarding approval of the remuneration report.
13. Resolution regarding authorisation for the Board of Directors to resolve on issues of new shares.
14. Resolution regarding authorisation for the Board of Directors to resolve on acquisitions and transfers of the company’s own shares.
15. Resolution regarding amendment of the Articles of Association.
16. Resolution regarding authorisation for the Board of Directors to make minor adjustments of the resolutions.
17. Closing of the meeting.

Proposals for resolution

Chairperson of the meeting, item 2

Corem’s Nomination Committee for the 2024 Annual General Meeting consists of Mia Arnhult (chairperson of the Nomination Committee, appointed by M2 Asset Management-group), Jakob Mörndal (appointed by Gårdarike-group), Frank Larsson (appointed by Handelsbanken Fonder AB), Johannes Wingborg (appointed by Länsförsäkringar Fondförvaltning AB (publ)) and Patrik Essehorn (chairperson of the Board of Directors).

The Nomination Committee proposes that Patrik Essehorn is elected as chairperson of the Annual General Meeting.

Allocation of the company’s profits, items 8 b) and d)

The Board of Directors proposes that the Annual General Meeting resolves on a dividend to the shareholders, for the 2023 financial year, of SEK 0.10 per ordinary share of Class A and Class B respectively, SEK 20.00 per ordinary share of Class D and SEK 20.00 per preference share.

It is proposed that the record days for dividends for ordinary shares and preference shares shall be;

1. Friday 28 June, 2024, with expected payment date being Wednesday 3 July, 2024,
2. Monday 30 September, 2024, with expected payment date being Thursday 3 October, 2024,
3. Tuesday 31 December, 2024, with expected payment date being Tuesday 7 January, 2025,

and

4. Monday 31 March, 2025, with expected payment date being Thursday 3 April, 2025.

The dividend amount of SEK 0.10 in total per ordinary share of Class A and Class B respectively shall be distributed in four instalments as follows; SEK 0.02 with a record day of 28 June, 2024, SEK 0.02 with a record day of 30 September, 2024, SEK 0.03 with a record day of 31 December, 2024, and SEK 0.03 with a record day of 31 March, 2025. The dividend amount of SEK 20.00 in total per ordinary share of Class D and preference share respectively shall be distributed in four instalments of SEK 5.00 each with record days as set out above.

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 13 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 0.02 or SEK 0.03 per ordinary share of Class A and Class B respectively shall be on the first record day set out above that follows 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 follows after registration in the share register.

The Board of Directors’ proposal for dividends for ordinary shares of Class A and Class B respectively is conditional upon the Annual General Meeting resolving to amend the company’s Articles of Association in accordance with item 15 below.

Determination of the number of members of the Board of Directors and auditors, determination of fees and election of the Board of Directors, chairperson of the Board of Directors and auditor, items 9-11

The Nomination Committee proposes that the number of members of the Board of Directors shall remain seven. The Nomination Committee proposes that the number of auditors shall remain unchanged with one auditor without a deputy auditor. The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of the existing Board members Patrik Essehorn, Rutger Arnhult, Katarina Klingspor, Fredrik Rapp, Christian Roos, Christina Tillman, and Magnus Uggla. The Nomination Committee proposes that Patrik Essehorn is elected as chairperson of the Board of Directors.

Information about all members of the Board of Directors proposed for re-election is available on the company’s website, www.corem.se.

The Audit Committee, which consists of the Board of Directors with the exception of the CEO, has carried out a procurement of audit firms prior to the 2024 Annual General Meeting and in accordance with the Audit Committee’s recommendation, the Nomination Committee proposes, until the end of the next Annual General Meeting, election of the registered public audit firm KPMG AB as new auditor of the company. KPMG AB has notified that in the event of them being elected, the authorised public auditor Mattias Johansson will be the principal responsible auditor.

The Nomination Committee proposes that the Annual General Meeting resolves that fees for the members of the Board of Directors shall be paid and allocated in accordance with the following. The proposal entails an increase of each Board member´s fee in relation to the fee resolved by the 2023 Annual General Meeting. The fee for 2023 is shown within brackets.

    Chairperson of the Board of Directors: SEK 575,000 (SEK 560,000)

    Member of the Board of Directors: SEK 315,000 (SEK 305,000)

A member of the Board of Directors who is an employee of the company shall not receive fee.

The Nomination Committee proposes that no additional fee shall be paid to a member of the Board of Directors who performs committee work.

The Nomination Committee proposes that the auditor’s fee shall be paid on an ongoing basis as per approved accounts.

Remuneration report, item 12

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.

Authorisation for the Board of Directors to resolve on issues of new shares, item 13

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 issues of new 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 no more than ten (10) per cent, based on the total share capital of the company at the time of the 2024 Annual General Meeting. The number of ordinary shares of Class A that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class A issued at the time of the 2024 Annual General Meeting, the number of ordinary shares of Class B that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class B issued at the time of the 2024 Annual General Meeting, the number of ordinary shares of Class D that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class D issued at the time of the 2024 Annual General Meeting, and the number of preference shares that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of preference shares issued at the time of the 2024 Annual General Meeting.

The 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.

The purpose of the Board of Directors' proposal is to (i) enable the company to completely or partially finance any future real property investments and/or acquisitions of real property companies by issuing new shares as payment in connection with agreements on acquisition, alternatively to raise capital for such investments and/or acquisitions; and/or (ii) enable the company to strengthen its financial position and/or create a larger liquidity buffer for financing commitments. A new issue resolved pursuant to the authorisation with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. However, in the event of issues of new preference shares and/or ordinary shares of Class B and/or ordinary shares of Class D that are made with deviation from the shareholders’ preferential rights and which are subscribed for in cash, a market-based issue discount may be given. In the event of preferential rights issues, a market-based issue discount shall be given.

Authorisation for the Board of Directors to resolve on acquisitions and transfers of the company’s own shares, item 14

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 acquisition and transfer of the company’s own shares as follows.

Acquisitions may be made of a maximum of so many own ordinary shares of Class A, Class B and Class D respectively, as well as preference shares that the 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 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, by trading on Nasdaq Stockholm or another regulated marketplace or otherwise, with or without deviation from the shareholders’ preferential rights. Payment for transferred shares shall be made in cash, in kind, by set-off of a 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, however, a market-based discount in relation to the stock exchange price may be applied.

The Board of Directors’ proposal for authorisation is intended to provide the Board of Directors with greater possibilities 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 real 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 with its own shares for short-term profits.

The number of repurchased shares in the company as of the day of the announcement of the notice to the Annual General Meeting amounted to 2,913,825 ordinary shares of Class A, 35,691,000 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 3.49 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 3.40 per cent of the total number of registered shares in the company.

Amendment of the Articles of Association, item 15

In order to enable the Board of Directors’ proposal regarding distribution of profits and record days in accordance with items 8 b) and 8 d), the Board of Directors proposes that the Annual General Meeting resolves on an amendment to the last Section of item 5.2 of the company’s Articles of Association in accordance with the below:

Current wording	Proposed wording
Disbursement of dividends relating to ordinary shares of Class A, Class B, and Class D respectively 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.	Disbursement of dividends relating to ordinary shares of Class A, Class B, and Class D respectively shall be made in four (4) as far as possible equal instalments. The record days for payment of dividends shall be the last business day in June, September, December, and March.

The background to the Board of Directors’ proposal is that it has proved to be technically impossible to distribute dividend amounts other than in whole pennies.

Authorisation for the Board of Directors to make minor adjustments of the resolutions, item 16

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.

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 which have one-tenth of a vote per share. The total number of votes amounts to 198,086,045.4.

2,913,825 ordinary shares of Class A, 35,691,000 ordinary shares of Class B and 42,000 ordinary shares of Class D, corresponding to a total of 6,487,125 votes, are repurchased by the company as of the date of this notice and cannot be represented at the Annual General Meeting.

Shareholder’s right to receive information

Shareholders are reminded of their right to receive information from the Board of Directors and the CEO at the Annual General Meeting regarding circumstances that may affect the assessment of an item on the agenda, the company's or its subsidiaries' financial position and the company's relation to other companies within the group in accordance with Chapter 7, Section 32 of the Swedish Companies Act. The Board of Directors and the CEO shall provide such information at the Annual General Meeting, provided that they consider that it may be done without significant harm to the company.

Majority requirements

The resolutions of the Annual General Meeting in accordance with items 13, 14 and 15 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.

Documentation

The Nomination Committee's complete proposals for resolutions, reasoned opinion, and information about proposed members of the Board of Directors and auditor 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, consolidated audit report for the group, the Board of Directors’ complete proposals to resolutions with related reasoned opinions according to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, the Board of Directors’ remuneration report and the auditor’s statement according to Chapter 8, Section 54 of the Swedish Companies Act are available at the company’s head office and website no later than three weeks prior to the Annual General Meeting. The documents will also be sent to shareholders that request it and states its postal address or e-mail.

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 2024

Corem Property Group AB (publ)

The Board of Directors

 

FOR FURTHER INFORMATION, PLEASE CONTACT
Rutger Arnhult, CEO, +46 70 458 24 70, [email protected] 
Eva Landén, Deputy CEO, +46 10 482 76 50, [email protected]

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.