Notice to Annual General Meeting in Atrium Ljungberg AB (publ)
The Board of Directors has decided that shareholders shall have the right to exercise their voting rights in advance through an absentee ballot pursuant to Chapter 7, section 4 a of the Swedish Companies Act (2005:551) and the Company’s Articles of Association. Consequently, shareholders may choose to exercise their voting rights at the General Meeting by attending by absentee ballot, in person or through a proxy.
Participation
A shareholder who would like to participate at the General Meeting in person needs to be entered in the register of shareholders maintained by Euroclear Sweden AB by 12 March 2025 and give notice of his or her intention to participate to the Company no later than 14 March 2025 at the address Atrium Ljungberg AB, Box 4200, 131 04 Nacka, via the Company’s website www.al.se, through email: info@al.se or by telephone +46 (0)8 615 89 00. When giving notice of participation, the shareholder shall state its name, personal identification number or company registration number, telephone number and number of shares represented.
Absentee ballot
A shareholder who would like to participate at the General Meeting through an absentee ballot needs to be entered in the register of shareholders maintained by Euroclear Sweden AB by 12 March 2025 and give notice of his or her intention to participate by having submitted an absentee ballot in accordance with the instructions below such that Computershare AB has received the absentee ballot no later than 14 March 2024.
The form for participation through an absentee ballot is available on the Company’s website, www.al.se. Terms and conditions for the absentee ballot are included in the form. The completed and signed form for the absentee ballot must be sent by mail to Computershare AB, “Atrium Ljungberg AB’s General Meeting”, Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden, or by e‐mail to proxy@computershare.se and must be received by Computershare AB no later than 14 March 2025. A natural person may submit an absentee ballot electronically, for his or her shareholding as well as for a legal entity, with verification through BankID via the Company’s website www.al.se.
An absentee ballot may not be provided with any special instructions or conditions. If so, such absentee ballot will be invalid in its entirety. If the shareholder submits an absentee ballot via proxy, a written and dated power of attorney must be attached to the form. If the shareholder is a legal entity, a certified copy of the registration certificate or other authorization document evidencing the authority must be attached to the form.
Such shareholder that wishes to withdraw a submitted absentee ballot and instead exercise its voting rights by participating at the General Meeting in person or through a proxy must give notice of participation as set out above.
Any matters related to the General Meeting or the absentee ballot form are referred to Computershare AB by telephone at +46 (0)771 24 64 00.
Proxy
Shareholders who are to be represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity it needs to be signed by authorised signatories of the legal entity and a certified copy of the current certificate of registration (or a corresponding document of authority for a foreign legal entity) must be appended. If participation is by way of proxy, such document should be submitted in connection with the notice of participation at the General Meeting. For shareholders who wish to participate at the General Meeting by proxy, a proxy form will be available at the Company’s website, www.al.se and may also be ordered by contacting the Company at the above telephone number.
Nominee-registered shares
In order to be entitled to participate at the General Meeting, a shareholder who has registered its shares in the name of a nominee, in addition to give notice of participation as set out above, needs to have its shares registered in its own name so the shareholder is entered into the register of shareholders by 12 March 2025. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than 14 March 2025 are considered when preparing the shareholder register.
Matters to be dealt with at the General Meeting and proposed agenda
- Election of Chairman of the General Meeting
- Approval of the agenda
- Preparation and approval of the voting list
- Election of at least one person to certify the minutes
- Establishment of whether the Meeting has been duly convened
- Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statement and the Group Auditor’s Report
- Resolution regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
- Resolution regarding discharge from liability for the members of the Board of Directors and the Managing Director
- Resolution regarding appropriation of the Company’s profit according to the adopted balance sheet
- Resolution regarding the number of members of the Board of Directors
- Resolution regarding fees for the Board of Directors and the Auditors
- Election of members of the Board of Directors
- Election of Auditor
- Approval of the remuneration report
- Authorisation for the Board of Directors to resolve to issue new shares
- Authorisation for the Board of Directors to resolve to purchase and transfer own shares of the Company
- Resolution regarding share split and amendment to the Articles of Association
- Closing of the Annual Meeting
Proposals
Election of Chairman of the Meeting (item 1)
The Nomination Committee, consisting of Peter Bäärnhielm (also Chairman of the Nomination Committee), appointed by the Holmström Family, Lars Ericsson, appointed by Coop Östra, Anna Strömberg, appointed by Carnegie Fonder, Johan Ljungberg, appointed by the Ljungberg Family and Sampsa Ratia, appointed by Ömsesidiga arbetspensionsförsäkringsbolaget Varma, proposes Johan Ljungberg to be elected as Chairman of the General Meeting.
Resolution regarding appropriation of the Company’s profit according to the adopted balance sheet (item 9)
The Board of Directors proposes a distribution of SEK 3,60 per share to be paid as ordinary dividend for the financial year 2024, divided into two instalments of SEK 1,80 per share each. It is proposed that the record date for the first instalment shall be 24 March 2025, and that the record date for the second instalment shall be 26 September 2025. Should the General Meeting resolve in accordance with the proposal, the dividend is expected to be paid via Euroclear Sweden AB on 27 March 2025 and 1 October 2025, respectively. It is noted that in the event that the General Meeting resolves to divide shares (share split) and amend the Articles of Association in accordance with item 17 and the record date for such division falls before the record date for dividend, the dividend amount per share will be recalculated so that the total dividend amount is not affected.
Election of members of the Board of Directors, fees etc. (items 10–12)
The Nomination Committee has presented the following proposals:
- that the Board of Directors shall consist of six ordinary members of the Board of Directors;
- that the fees for the Board of Directors shall be SEK 1,680,000 of which SEK 480,000 shall be allocated to the Chairman and SEK 240,000 to each of the other members of the Board of Directors;
- that remuneration for work in the Audit Committee regarding the period up to the next Annual General Meeting shall be paid by SEK 115,000 to the Chairman of the Committee and 50,000 to each of the other members of the Committee appointed by the Board of Directors;
- that remuneration for the Auditors shall be paid in accordance with approved invoices; and
- that the following members of the Board of Directors shall be re-elected: Johan Ljungberg (also re-elected as Chairman of the Board of Directors), Gunilla Berg, Simon de Château, Conny Fogelström, Sara Laurell and of Johan Thorell.
Election of Auditor (item 13)
In accordance with the recommendation of the Audit Committee, the Nomination Committee proposes that Deloitte AB be elected as Auditor of the Company for the period until the end of the Annual General Meeting to be held in 2026. Should Deloitte AB be elected as Auditor, the audit firm intends to appoint the authorised public accountant Hans Warén as the principal responsible auditor.
Approval of the remuneration report (item 14)
At the General Meeting 2024 it was resolved to adopt Guidelines for remuneration of the Senior Executives of the Company. In accordance with Chapter 8, section 53 a of the Swedish Companies Act the Board of Directors shall prepare a report for each financial year detailing unpaid and outstanding compensation that is covered under the Guidelines. The remuneration report shall be presented at the Annual General Meeting for approval. The Board of Directors proposes that the remuneration report for the financial year 2024 is approved by the Annual General Meeting. The report is available on the Company’s website www.al.se.
Authorisation for the Board of Directors to resolve to issue new shares (item 15)
The Board of Directors proposes that the General Meeting authorises the Board of Directors, during the period until the next Annual General Meeting on one or more occasions, to decide on the issue of new Class B shares corresponding to a maximum of 10 per cent of the Company’s share capital with or without disapplying the shareholders’ preferential rights. An issue may be made against cash payment, by set-off or by contribution in kind. In the case of disapplying shareholders’ preferential rights, the shares will be issued at market terms and conditions.
The purpose of the authorisation, and the reason for any departure from shareholders’ pre-emptive rights, is to enable timely and cost-efficient new share issues, with the aim of financing the acquisition of properties or businesses by the Company, or to carry out other investments. New share issues under this authorisation, departing from shareholders’ pre-emptive rights, shall be based on a market-based subscription price that reflects market conditions at the time of issue.
Both the Board of Directors and the Managing Director are authorised to make such minor adjustments to the decision as may prove necessary for the registration of the decision with the Companies Registration Office. Resolution to authorise the Board to take decisions on issues of new shares requires the support of shareholders who represent at least two thirds of the stated votes as well as the shares that are represented at the Meeting.
Authorisation for the Board of Directors to resolve to purchase and transfer own shares of the Company (item 16)
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors until the next Annual General Meeting, on one or more occasions, to resolve on repurchasing so many Class B shares that the Company’s holding at no time exceeds 10 percent of all shares in the Company. The shares shall be acquired on Nasdaq Stockholm and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price, or through a public offer to all shareholders, whereby the purchase shall be made at a price equivalent no less than the lowest quoted share price at the time and a no more than 150 per cent of the current quoted share price. Payment for shares repurchased shall be in cash. The Board may resolve to repurchase its own shares within the context of a repurchase program in accordance with Article 5 of the EU Market Abuse Regulation, provided the purpose of the acquisition is merely to reduce the Company’s share capital.
Furthermore, the Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors until the next Annual General Meeting, on one or more occasions, to resolve on the transfer of own Class B shares. The number of Class B shares transferred may not exceed
the total number of shares held by the Company at any time. Transfers may be conducted on or outside Nasdaq Stockholm, including a right to resolve upon deviations from the shareholders’ preferential rights. The transfer of shares on Nasdaq Stockholm shall be conducted at a price within the registered price range at the time of the transfer, i.e. the range between the highest bid price and the lowest offer price. The transfer of shares outside Nasdaq Stockholm shall be made at market price, whereby a customary market discount may be applied, in cash or value in property received.
The purpose of the above authorisations is to give the Board of Directors greater scope to act when working with the Company’s capital structure and thereby contribute to increased shareholder value and that the Company in a time efficient manner shall be able to make payment with own Class B shares in connection with possible acquisitions of properties or businesses that the Company may undertake. The purpose of the authorisation is also to be able to use the proceeds from the divestment of own shares in Class B in connection with, for example, investments in the Company's own ongoing or future projects and any acquisitions of properties or companies that the Company may undertake.
The Board of Directors as well as the Managing Director are authorised to make such minor adjustments to the decision as may prove necessary for the registration of the decision with the Companies Registration Office. A valid resolution requires the support of shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Meeting.
Share split and amendment to the Articles of Association (item 17)
With a view to obtaining a suitable number of shares for the Company, the Board of Directors proposes that the General Meeting resolves:
- that the number of shares in the Company is increased by dividing each share, regardless of series, into five shares (share split), whereby the number of shares in the Company increases to 666 103 680, of which 20 000 000 Class A shares and 646 103 680 Class B shares,
- that § 4 first paragraph of the Articles of Association is amended as follows:
"The number of shares shall be at least onefive hundred million (1500 000 000) and at most four hundred two thousand million (42 000 000 000). The shares shall be divided into two series designated Class A and Class B. Of the shares, at most 420 000 000 shall be Class A shares. Class B shares may be issued in a number corresponding to the entire share capital. When voting at a general meeting, a Class A share shall carry ten (10) votes and a Class B share one (1) vote.”
- to authorize the Board of Directors to decide on the record date for the share split, and that
- the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make such adjustments to the decision as required for registration or implementation.
Miscellaneous
The Annual Report for the financial year 2024 and the Board of Directors’ statement in respect of the above proposal regarding profit distribution and authorisation to purchase own shares will be available at the Company as from 28 February 2025 at the address Smedjegatan 2C in Nacka and on the Company’s website www.al.se. A printout of the Annual Report will also be distributed to shareholders prior to the Annual General Meeting and may be requested by telephone +46 (0)8 615 89 00 or by e-mail: info@al.se. Shareholders are hereby notified regarding the right to, at the General Meeting, request information from the Board of Directors and Managing Director according to Chapter 7 Section 32 of the Swedish Companies Act.
As of 13 February 2025, a total of 133,220,736 shares exists in the Company, representing a total of 169,220,736 votes, divided into 4,000,000 Class A shares and 129,220,736 Class B shares. The Company currently holds 7,114,875 own Class B shares.
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Nacka, February 2025
Atrium Ljungberg AB (publ)
The Board of Directors
Notice Annual General Meeting Atrium Ljungberg 2025