Press release
Stendörren
Right to participate in the annual general meeting and notice of participation
A shareholder who wishes to participate in the annual general meeting must
firstly be recorded in the shareholders' register maintained by
secondly no later than
Proxies
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company's website, www.stendorren.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority must be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than
Nominee registered shares
To be entitled to participate at the annual general meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the shareholders' register relating to the circumstances on
Proposed agenda- Opening of the general meeting
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Election of chairman at the general meeting
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Preparation and approval of the voting list
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Approval of the agenda
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Election of one or two persons who shall approve the minutes
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Determination of whether the general meeting has been duly convened
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Presentation by the CEO
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Presentation of the annual report and the auditors' report, as well as the consolidated financial statements and the auditors' report for the group for the financial year of 2023
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Resolution regarding
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the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet for the financial year of 2023
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the allocation of the company's profits or losses in accordance with the adopted balance sheet
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the discharge from liability of the members of the board of directors and the CEO
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Resolution regarding
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the number of members of the board of directors
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the number of auditors and deputy auditors
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Resolution regarding
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fees for the board of directors
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fees for the auditor
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Election of the members of the board of directors and chairman of the board of directors
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Election of auditors and deputy auditors
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Resolution regarding principles for appointing the nomination committee for the annual general meeting in 2025
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Presentation of the board of directors' remuneration report for approval
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Resolution to authorize the board of directors to issue shares, warrants and/or convertibles
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Closing of the general meeting
Resolution proposals
- the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet for the financial year of 2023
- the allocation of the company's profits or losses in accordance with the adopted balance sheet
- the discharge from liability of the members of the board of directors and the CEO
- the number of members of the board of directors
- the number of auditors and deputy auditors
- fees for the board of directors
- fees for the auditor
Election of chair at the general meeting (item 2)
The nomination committee proposes that the chair of the board
Resolution regarding the allocation of the company's profits or losses in accordance with the adopted balance sheet (item 9b)
The funds available to the annual general meeting consist of the results for the year of
The board of directors proposes that the funds of
Resolution regarding the number of members of the board of directors (item 10a)
The nomination committee proposes that the number of members of the board of directors shall be six (6).
Resolution regarding the number of auditors and deputy auditors (item 10b)
The nomination committee proposes that the company shall have one auditor which shall be a registered accounting firm.
Resolution regarding fees for the board of directors (item 11a)
The nomination committee proposes that the chairman of the board of directors receives
The proposed board members Roniek Bannink and
Resolution regarding fees for the auditor (item 11b)
The nomination committee proposes that the fee to the auditor shall be paid in accordance with the continuously approved invoice.
Election of the members of the board of directors and chairman of the board of directors (item 12)
The nomination committee proposes that
Roniek Bannink is a Dutch citizen, born in 1979. Roniek Bannink holds a BA (Hons) in Business Administration from
A presentation of all persons proposed by the nomination committee for election to the board of directors can be found on the company's website, www.stendorren.se.
Election of auditors and deputy auditors (item 13)
The nomination committee proposes re-election of the registered accounting firm BDO Mälardalen AB, in accordance with the audit committee's recommendation, for the time until the end of the next annual general meeting. BDO Mälardalen AB has informed the company that Johan Pharmanson will be auditor in charge if the annual general meeting resolves in accordance with the nomination committee's proposal.
Resolution regarding principles for appointing the nomination committee for the annual general meeting in 2025 (item 14)
The nomination committee proposes that the annual general meeting resolves to adopt adjusted principles for the appointment of a nomination committee in accordance with the following.
Prior to each annual general meeting the nomination committee shall consist of representatives for each of the three largest shareholders in terms of voting rights as of 31 August the preceding year based on the share register kept by
The chairman of the board of directors shall convene the first meeting of the nomination committee. The nomination committee shall appoint one of its members as chairman, which shall not be a member of the board of directors.
If one or more of the shareholders that have appointed representatives to the nomination committee no longer are among the three largest shareholders at a time of more than two months prior to the relevant annual general meeting, representatives appointed by these shareholders shall resign and new representatives shall be appointed by the new shareholders who are then among the three largest shareholders. Should a member resign from the nomination committee before the work of the nomination committee is completed, and if considered necessary, the same shareholder who appointed the resigned representative has the right to appoint a new member. However, if this shareholder is no longer one of the three largest shareholders, a new member shall be appointed by the largest shareholder in turn.
Changes to the nomination committee shall be disclosed immediately. The composition of the nomination committee for annual general meetings must be disclosed no later than six months prior to the general meeting.
Remuneration shall not to be paid to the members of the nomination committee. The company shall pay any necessary expenses that the nomination committee may incur in the course of its work.
The term of office for the nomination committee ends when a new nomination committee has been disclosed.
Resolution to authorize the board of directors to issue shares, warrants and/or convertibles (item 16)
The board of directors proposes that the annual general meeting authorizes the board of directors to, up until the next annual general meeting, on one or several occasions, with or without deviation from the shareholders' preferential rights, with cash payment or payment through set-off or in kind, or otherwise with conditions, resolve to issue shares of class A or B, convertibles for shares of class A or B or warrants for shares of class A or B, as well as preferential shares. However, a share issue with deviation from the shareholders' preferential rights may not result in an increase of the number of shares in the company by more than a total of 20 percent calculated on the basis of the number of shares when the board of directors exercises the issuance authorisation for the first time.
If the board of directors resolves on a share issue without preferential rights for the shareholders, the reason shall be to be able to broaden the ownership circle, to acquire or to enable the acquisition of working capital, to increase the liquidity of the share, to carry out company acquisitions or to acquire or to enable the acquisition of capital for company acquisitions. In the event of such deviation from the shareholders' preferential rights, the issue must be carried out on market terms and conditions.
The board of directors or the CEO shall be authorized to make such adjustments to this resolution by the annual general meeting that may be necessary in connection with the registration of the authorization at the Swedish Companies Registration office.
Number of shares and votes
There are a total of 28,428,265 shares, of which 2,500,000 are ordinary shares of class A, entitled to ten votes per share at the general meeting, and 25,928,265 are ordinary shares of class B, entitled to one vote per share at the general meeting, in the company as of the date of this notice. Thus, there are a total of 28,428,265 shares and 50,928,265 votes in the company. As of the date of this notice, the company holds no treasury shares.
Specific majority requirements
A valid resolution under item 16 requires the approval of not less than two thirds (2/3) of both the votes cast and the shares represented at the meeting.
Complete proposals etc.
The shareholders are reminded of their right to require information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The annual report together with the auditor's report and the remuneration report for the financial year 2023 and other documents are held available at the company's office on Linnégatan 87B, SE-115 23
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Stendörren
The board of directors
For more information, please contact:
Erik Ranje, CEO, +46 (0)70-308 52 09, erik.ranje@stendorren.se or
Per-
Stendörren
Stendörren
For more information about Stendörren
https://news.cision.com/stendorren-fastigheter-ab/r/notice-of-annual-general-meeting-in-stendorren-fastigheter-ab--publ-,c3964245
https://mb.cision.com/Main/13243/3964245/2744815.pdf
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