The shareholders of Neobo Fastigheter AB (publ), reg.no 556580-2526, ("Neobo") are hereby given notice to the Annual General Meeting to be held on Tuesday 23 April 2024 at 14:00 (CEST) at Sergelkonferensen, Mäster Samuelsgatan 42, SE-111 57 Stockholm, Sweden. Registration to the Annual General Meeting starts at 13:30 (CEST). The shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of Neobo’s Articles of Association.
Right to participate and notice
Shareholders wishing to participate in the Annual General Meeting
shall be entered as shareholder in the share register kept by Euroclear Sweden AB on Monday April 15, 2024, and
shall give notice of attendance no later than on Wednesday April 17, 2024. Notice of attendance may be given in writing to the company at the address Neobo Fastigheter AB (publ), “Neobo Annual General Meeting 2024”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden, by telephone +46 (0)8 402 91 81 or on the company’s website www.neobo.se/en/annual-general-meeting-2024. When giving notice of attendance, please state your name or company name, personal identification number or company registration number, address and daytime telephone number. The registration procedure described above also applies to registration for any assistants.
Shareholders who wish to use the possibility of postal voting shall do that in accordance with the instructions under the heading “Postal voting” below. Such postal voting does not require any further notice of attendance.
Shareholding in the name of a nominee
To be entitled to attend the Annual General Meeting, shareholders whose shares are nominee-registered must, in addition to giving notice of attendance, register such shares in their own names so that the shareholder is recorded in the share register as of April 15, 2024. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after April 15, 2024 will be considered in the preparation of the share register.
Proxy etc.
Shareholders who wish to attend the meeting venue in person or through a proxy representative are entitled to bring one or two assistants. Shareholders who wish to bring assistants shall state this in connection with the notice of attendance. Shareholders represented by a proxy shall issue a signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of a certificate of incorporation, or if such document doesn’t exist, a corresponding document shall be enclosed. In order to facilitate the registration at the Annual General Meeting, the power of attorney and certificate of incorporation and other documents of authority should be provided to the company at the address stated above no later than April 17, 2024. A proxy form is available on the company's website, www.neobo.se/en/annual-general-meeting-2024.
Postal voting
A designated form shall be used for postal voting. The form is available on Neobo's website, www.neobo.se/en/annual-general-meeting-2024. The postal voting form is considered as a notification of attendance at the Annual General Meeting. The completed voting form must be received by Euroclear Sweden AB, no later than Wednesday April 17, 2024. The completed form shall be sent to Neobo Fastigheter AB (publ), "Neobo Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to GeneralMeetingService@euroclear.com (with reference "Neobo Annual General Meeting 2024"). If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. The proxy form is available at www.neobo.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proposed agenda
1. Opening of the Annual General Meeting.
2. Election of Chair of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons who shall approve the minutes.
6. Determination of whether the Annual General Meeting has been duly convened.
7. Presentation of the annual report and the auditor's report and the consolidated financial statements and the audit report on the consolidated financial statements
8. Resolution regarding:
a) adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
b) allocation of the company's profit or loss pursuant to the adopted balance sheet; and
c) discharge from liability for board members and the CEO
9. Determination of the number of
a) board members
b) auditors
10. Determination of the fees to the
a) board members
b) auditors
11. Election of board members, chairman of the board of directors and auditors
a) Jan-Erik Höjvall (re-election)
b) Mona Finnström (re-election)
c) Ulf Nilsson (re-election)
d) Jakob Pettersson (re-election)
e) Anneli Lindblom (new election)
f) Chairman of the board of directors: Jan-Erik Höjvall (re-election)
g) Auditor: Ernst & Young Aktiebolag (re-election)
12. Resolution on guidelines for remuneration to senior executives.
13. Resolution regarding authorisation for the board of directors to resolve on new share issue.
14. Closing of the Annual General Meeting.
Proposed resolutions
Election of Chair of the Annual General Meeting (item 2)
The Nomination Committee proposes that Henrik Wållgren, lawyer at Cederquist law firm, is elected to be the Chair of the Annual General Meeting.
Resolution regarding allocation of the company's profit or loss pursuant to the adopted balance sheet (item 8b)
The board of directors proposes that no dividends shall be distributed for the financial year 2023 and that the company’s results are carried forward.
Determination of the number of board members and auditors (item 9)
The Nomination Committee proposes that the number of board members shall be five. Furthermore, the Nomination Committee proposes that a registered accounting firm shall be appointed as auditor.
Determination of the fees to the board of directors and auditors (item 10)
The Nomination Committee proposes that the fees to the board of directors shall amount to not more than SEK 1,730,000 (unchanged) for the period until the end of the next Annual General Meeting, to be allocated with SEK 550,000 (unchanged) to the chairman of the board of directors and SEK 295,000 (unchanged) to each of the other board members.
The Nomination Committee proposes that the fees to the auditor shall be paid in accordance with approved invoices.
Election of the board members, chairman of the board of directors and auditors (item 11)
The Nomination Committee proposes re-election of Jan-Erik Höjvall, Mona Finnström, Ulf Nilsson and Jakob Petterson as board members and new election of Anneli Lindblom as board member for the period until the end of the next Annual General Meeting. Furthermore, Jan-Erik Höjvall is proposed to be re-elected as chairman of the board of directors.
Information about the persons proposed by the Nomination Committee to be elected as board members is available on the company’s website, www.neobo.se/en/annual-general-meeting-2024.
In accordance with the recommendation of the board of directors, the Nomination Committee proposes that Ernst & Young Aktiebolag is re-elected as auditor for the company for the period until the end of the next Annual General Meeting. Should the Nomination Committee’s proposal for auditor be adopted, Ernst & Young Aktiebolag has informed that the authorised public accountant Gabriel Novella will continue as auditor in charge.
Resolution on guidelines for remuneration to senior executives (item 12)
The board of directors proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to senior executives in Neobo.
Senior executives include the CEO and other members of the senior group management. The guidelines shall also apply to members of the board of directors of Neobo, to the extent that they receive remuneration in addition to their board duties. The guidelines shall apply until further notice, but no longer than until the Annual General Meeting in 2028. The guidelines apply to agreements entered into after the adoption of the guidelines, as well as to any changes made to existing agreements after that date. The guidelines do not cover remuneration resolved upon by the general meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Neobo’s business concept is to manage and refine residential properties in Swedish municipalities experiencing population growth and good demand for residential properties. Neobo shall i) have a long-term ownership, management and refinement of residential properties with inflation-protected cash flows that generate an attractive total yield, ii) have a sustainability work that is an integrated part of all operations and is continuously adapted to meet the requirements of CSRD, iii) have a local management organisation that works closely with customers with a focus on leasing and value-generating refinement and iv) have a geographically well-diversified property portfolio in municipalities with population growth and a housing deficit. For further information on Neobo’s business strategy, please see the company’s website www.neobo.se.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer senior executives a competitive total remuneration.
Variable cash remuneration covered by these guidelines shall aim to promote the company’s business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of a fixed cash salary, a variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may, irrespective of these guidelines, resolve on, for example, share-related or share price-related remuneration or similar types of remuneration.
Fixed salary
The fixed salary shall consist of a fixed annual cash salary. The fixed salary shall be in line with the market and determined taking into account responsibility, experience and performance. The fixed salary is, as a general rule, revised every year.
Variable cash remuneration
In addition to fixed salary, short-term variable remuneration can be offered. The variable cash remuneration shall be linked to predetermined and measurable criteria which can be both financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the senior executive’s long-term development.
The variable cash remuneration may amount to not more than 50 per cent for the CEO and 25 per cent for the other members of the senior group management, respectively, of the total fixed cash salary during the measurement period for such criteria. Additional variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining senior executives, or as remuneration for extraordinary efforts beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 25 per cent of the fixed annual cash salary and may not be paid more than once a year per individual.
The fulfilment of criteria for awarding variable cash remuneration should be able to be measured over a period of one year. To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. Decisions on variable remuneration shall be made by the board of directors as regards the CEO and by the board of directors as regards other senior executives based on a proposal from the CEO.
The board of directors shall be able, in accordance with law or agreement, with the limitations that follow from it, to fully or partially recover variable remuneration paid on incorrect grounds.
Other benefits
Non-monetary benefits for senior executives shall facilitate the performance of senior executives and be in line with market conditions. Premiums and other costs related to such benefits may amount in total to a maximum of 10 per cent of the fixed annual cash salary.
Incentive programmes
Senior executives may be offered incentive programmes which shall mainly be share or share price related. An incentive programme shall aim to improve the participants' commitment to development and be implemented on market terms. Share and share price related incentive programmes shall be resolved upon by the general meeting and are therefore not covered by these guidelines. For information on outstanding incentive programmes, see the company's website, www.neobo.se.
Pension
Senior executives' pension terms shall be based on defined contribution pension solutions.
Termination of employment
Senior executives shall have a period of notice of not more than twelve months when termination is made by the company and of not more than six months when termination is made by the senior executive. In addition, severance pay may be awarded, however it may not exceed an amount corresponding to twelve months’ cash salary for the CEO and six months’ cash salary for the other members of the senior group management, respectively.
Salary and employment conditions for employees
In the preparation of the board of director's proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and its increase and growth rate over time, in the board of director's basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the difference between the remuneration to senior executives and the remuneration to other employees will be reported in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The board of directors has not established a remuneration committee. Instead, the board of directors in its entirety performs the tasks incumbent on a remuneration committee. The board of directors’ decides on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The board of directors shall also monitor and evaluate any programs for variable remuneration, both ongoing and those that have ended during the year, for the senior management, the application of the guidelines regarding the remuneration of directors and managers, as well as the current remuneration structures and levels in the company. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Remuneration to members of the board of directors
In special cases, board members elected by the general meeting shall be able to receive fees and other remuneration for work carried out on the company's behalf, alongside their board work. Fees at market rates, to be approved by the board of directors, may be payable for such services. These guidelines are applicable on such remuneration.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. If such derogations occur, this shall be reported in the remuneration report for the next annual general meeting.
Resolution regarding authorisation for the board of directors to resolve on new share issue
(item 13)
The board of directors proposes that the Annual General Meeting authorises the board of directors to, on one or several occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential right, resolve on new issue of shares. Payment shall be made in cash, in kind, by way of set-off or otherwise be combined with conditions. The board of directors believe, taking into account prevailing market conditions, that it is important for the company to be able to act swiftly and to be flexible if acquisition opportunities arise.
If payment is made in kind or by way of set-off, and the issue is for the purpose of acquiring properties or property-owning companies, the number of shares issued with the support of the authorisation may not exceed thirty (30) percent of the number of shares at the time of the Annual General Meeting 2024 (including any shares issued in accordance with the paragraph below).
If payment is made in cash, or if the issue is carried out for a purpose other than what is mentioned above, the number of shares issued with the support of the authorisation may not exceed ten (10) percent of the number of shares at the time of the Annual General Meeting 2024 (including any shares issued in accordance with the paragraph above). The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential right is that issues may take place to enable the raising of working capital to be able to carry out and finance acquisition of properties or property-owning companies, or to finance investments in new or existing properties, or otherwise to be able to adapt the company's capital needs and thereby be able to contribute to increased shareholder value. The issue price must be determined taking into account prevailing market conditions.
Special majority requirements
A resolution in accordance with item 13 (issue authorisation) is valid only where supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the annual general meeting.
Authorisation
The CEO, or anyone appointed by the CEO, shall be authorised to make the minor adjustments in the meeting's resolutions that may be required in connection with registration at the Swedish Companies Registration Office.
Documents
Accounting documents, the auditor's statement and other documents that shall be made available pursuant to the Swedish Companies Act and the Swedish Code of Corporate Governance, will be made available from and including no later than April 2, 2024, at the company and on the company's website, www.neobo.se/en/annual-general-meeting-2024. Moreover, the Nomination Committee’s motivated statement is available at the company’s address above, as well as on the company’s website, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address. Copies of the documents will be sent to those shareholders who so request and state their postal or email address. The documents can be ordered by e-mail to GeneralMeetingService@euroclear.com, by telephone to +46 (0)8-402 91 81 or by post to Neobo Fastigheter AB (publ), "Neobo Annual General Meeting 2024", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.
Shares and votes
As of the date of this notice, the total number of shares in the company is 145,400,737, corresponding to a total number of 145,400,737 votes. At the same date, the company does not hold any of its own shares.
Shareholders’ right to request information
Shareholders have a right to, at the Annual General Meeting, if the board of directors believes that it can be done without material harm to the company, request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company's or its subsidiaries' financial situation, the company's relationship to another group company and the consolidated financial statements.
Processing of personal data
For information regarding the processing of your personal data, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in March 2024
Neobo Fastigheter AB (publ)
Board of Directors
_____________
This English version is a translation of the Swedish original. In the event of any discrepancies between this translation and the Swedish original, the Swedish original shall prevail.