The 2021 annual general meeting (the "AGM") in Aros Bostadsutveckling AB (publ) ("Aros Bostad" or the "Company") was held today 31 May 2021, at which the shareholders resolved on the following matters.
Adoption of income statement and balance sheet statement
The AGM resolved to adopt the income statement and the balance sheet statement of Aros Bostad as well as the consolidated income statement and balance sheet statement.
Allocation of profit
The AGM resolved, in accordance with the board of director's proposal, that the profits available for distribution should be allocated in accordance with the following.
It was resolved that dividend on the preference shares of series B shall be paid quarterly with SEK 1.875 per preference share of series B, in total SEK 7.50. Due to technical limitations with Euroclear Sweden AB, it was resolved that the quarterly dividend shall be paid alternately with SEK 1.87 and alternately with SEK 1.88.
In accordance with the articles of association and the board of director's proposal, the record dates for the quarterly dividends were set to 1 September 2021 (SEK 1.88), 1 December 2021 (SEK 1.87), 1 March 2022 (SEK 1.88) and 1 June 2022 (SEK 1.87). Payments from Euroclear Sweden AB are expected to be made 6 September 2021, 6 December 2021, 4 March 2022 and 7 June 2022.
Payments to holders of preference shares of series B amounts to a maximum of SEK 41,585,917.50 based on 5,544,789 outstanding preference shares.
It was resolved that no dividend should be paid on preference shares of series A as the board of directors will redeem all preferences shares of series A following the record date on 1 June 2021, which is the last payment date for dividends on preference shares of series A.
It was resolved that no dividend should be paid on ordinary shares and that remaining accrued results following payment of dividends on outstanding preferences shares of series B should be carried forward.
Discharge from liability
The directors of the board and the CEO were discharged from liability for the 2020 financial year.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall consist of eight directors without any deputy directors. It was resolved that the number of auditors shall be one registered audit firm.
The following directors were re-elected: Göran Cöster, Johan A. Gustavsson, Per Rutegård, Samir Taha, Ylva Lageson and Jörgen Lundgren. It was resolved to elect Hanna Bilir and Teresa Isele as new directors of the board. Furthermore, it was resolved that Johan A. Gustavsson shall continue as chair of the board of directors. Johan Temse had announced that he would not run for re-election.
The AGM also resolved, in accordance with the nomination committee's proposal, to re-elect the registered audit firm Ernst & Young Aktiebolag as auditor. Ernst & Young Aktiebolag had announced that the authorized accountant Fredric Hävrén will continue as auditor in charge.
It was resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Principles for appointment of the nomination committee
The AGM resolved to adopt principles for appointment of a nomination committee in accordance with the nomination committee's proposal.
Amendment of the articles of association
The AGM resolved, in accordance with the board of director's proposal, to introduce the opportunity to collect proxies and have a postal voting procedure.
The AGM resolved, in accordance with the board of director's proposal, to authorize the board of directors to, up until the next annual general meeting, at one or several occasions, resolve on issuances of ordinary shares, with or without deviation from the shareholders' preferential rights and within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off. The authorization shall be valid until the date when the Company's ordinary shares have been admitted to trading on a stock exchange (inclusive of any stabilisation period), however, not longer than until the next annual general meeting.
The purpose with the authorization is that the board of directors shall be able to resolve on a share issue without preferential rights for the shareholders in order to raise capital in connection with broadening the shareholder base in conjunction with a listing of the Company's ordinary shares. Share issues based on the authorization shall be made at market terms and conditions and be established with support of external financial advisors and/or following agreements with external investors.
Introduction of a warrant based incentive program
The AGM resolved, in accordance with the board of director's proposal, to issue a maximum of 600 000 warrants with deviation from the shareholders' preferential rights, pursuant to which the Company's share capital may increase by a maximum of SEK 12,000. The warrants shall entail a right to subscribe for ordinary shares in the Company.
The CEO and the CFO shall have the right to acquire the warrants at a price that is not below the warrant's market value calculated in accordance with the Black & Scholes valuation model. The Company intends to finance 50 percent of the warrant premium.
Each warrant entitles to subscription of one new ordinary share in the Company during the period from 1 June 2023 up to and including 1 August 2023. The subscription price for subscription of shares through the exercise of warrants shall be 100 percent of the offering price in connection with a listing of the Company's ordinary shares.
The maximum dilution of incentive program 2021/2023 amounts to approximately 1.56 percent of the total number of shares and 1.80 percent of the total number of votes in the Company, provided that all warrants are subscribed and utilized for subscription of ordinary shares.
For complete terms and conditions regarding the resolutions at the AGM, please refer to the notice and the annual accounts which are available on the Company's website, www.arosbostad.se/investerare.
The Company's class A and B preference shares are listed on Nasdaq First North Growth Market. Certified Adviser is Erik Penser Bank.