The shareholders of
Right to attend and notification
Shareholders who wish to attend the annual general meeting must:
- be entered in the share register maintained by
Euroclear Sweden AB no later than Wednesday7 June 2023 , -
notify the Company of their participation no later than Friday
9 June 2023 .
Notice shall be made in writing via e-mail to info@qaplegal.com or by regular mail to
Nominee shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the Annual General Meeting, have their shares registered in their own name in the share register maintained by
Proxy etc.
If shareholders are represented by a proxy, the proxy must have a written, dated, and signed (by the shareholder) power of attorney for the general meeting. The power of attorney may not be older than one (1) year. If the power of attorney is issued by a legal entity, the proxy shall bring a registration certificate or equivalent certificate of authority for the legal entity to the general meeting. A proxy form will be available on the Company's website no later than three (3) weeks before the annual general meeting and will be sent to shareholders who request it and submit their postal address.
No of shares and votes
At the time of this notice, the number of outstanding shares in the Company amounts to 6,769,868 preference shares, with a voting value of one (1) vote per preference share, and 57,697,005 ordinary shares, with a voting value of ten (10) votes per ordinary share. Thus, there are a total of 64,466,873 shares and a total of 583,739,918 votes in the Company. The Company holds no own shares.
Proposed agenda:
- Opening of the meeting;
- Election of a chairman of the meeting;
- Preparation and approval of the voting register;
- Election of one or two persons to attest the minutes;
- Determination of whether the meeting has been duly convened;
- Approval of the agenda;
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements;
- Resolutions regarding
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) dispositions in respect of the company's profit or loss pursuant to the adopted balance sheet,
c) discharge from liability for the members of the Board of Directors and the Managing Director,
- Establishment of the number of board members of the Board of Directors and auditors;
- Establishment of fees to the Board of Directors and the auditors;
- Election of members of the Board of Directors and auditors;
- Resolution regarding the Nomination Committee;
- Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants;
- Resolution authorizing the Board of Directors to make minor adjustments to the resolutions;
- Closing of the meeting.
Proposed resolutions:
Election of chairman of the meeting (item 2)
The Nomination Committee, which consists of
Allocation of result (item 8b)
The Board of Directors proposes that no dividend shall be paid for the financial year 2022 and to allocate the Company's result in accordance with the Board's proposal in the annual report. The current interest rate market climate and uncertainty in the capital market have led the Board of Directors to decide to postpone the handling of dividends on preference shares until after this year's high season for hotels in Marbella.
Establishment of the number of board members of the Board of Directors and auditors (item 9)
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next annual general meeting, shall consist of four (4) ordinary members without deputies.
The Nomination Committee proposes that the Company, for the period until the end of the next annual general meeting, shall have one auditor, without deputy auditor, in the form of a registered auditing firm.
Establishment of fees to the Board of Directors and the auditors (item 10)
The Nomination Committee proposes that remuneration for the Board of Directors, for the period until the next annual general meeting, shall be paid with an amount of
The Nomination Committee proposes that fees to the auditor shall be paid on an ongoing basis according to approved invoices.
Election of members of the Board of Directors and auditor (item 11)
The Nomination Committee proposes, for the period until the end of the next annual general meeting, to (i) re-elect the board members
More information on the new members of the Board of Directors proposed for election
Year of birth: 1968
Year of birth: 1966
Information on the members of the Board of Directors proposed for re-election is available on the Company's website.
The Nomination Committee proposes re-election of the registered auditog firm Öhrlings
Resolution regarding the Nomination Committee (item 12)
The Nomination Committee proposes that, prior to the 2024 annual general meeting, the Committee shall consist of
No fees will be paid to the members of the Nomination Committee. However, members of the Nomination Committee may claim expenses from the Company for reasonable costs arising from the nomination procedure.
The Nomination Committee shall prepare proposals for the following resolutions prior to the 2024 annual general meeting:
1) proposal for election of chairman of the meeting;
2) proposal regarding the number of board members and auditors, and deputies for these posts where appropriate;
3) proposal regarding board member fees and remuneration for the Company's auditors;
4) proposal for election of board members, and deputies for these posts where appropriate;
5) proposal for the election of chairman of the board;
6) proposal regarding election of auditors, and deputies for these posts where appropriate; and
7) proposal for decision on Nomination Committee.
Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants (item 13)
The Board of Directors proposes that the annual general meeting resolves to authorize the Company's Board of Directors to, on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve to increase the Company's share capital by issuing new shares, convertibles and/or warrants. Payment may be made in cash, in kind, by set-off or otherwise with conditions.
Resolutions on issues under the authorization may result in an increase of the Company's share capital by a maximum of fifteen (15) percent, calculated on the basis of the size of the share capital the first time the authorization is used.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to enable issues of securities to be made to meet the Company's capital requirements and to secure the Company's continued operations and development. In case of deviation from the shareholders' preferential rights, any issue of securities shall be made on market terms, but with the possibility of providing a market-based new issue discount. The authorization shall be valid until the next annual general meeting of the Company.
Resolution authorizing the Board of Directors to make minor adjustments to the resolutions (item 14)
The Board of Directors proposes that the annual general meeting authorizes the Board of Directors, the CEO or the person otherwise appointed by the Board of Directors, to make such minor adjustments and clarifications of the resolutions adopted at the meeting to the extent necessary for registration of the resolutions.
Particular requirements for majority vote
Resolution under item 13 is valid only if supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.
Information at the general meeting
Shareholders present at the annual general meeting are entitled to request information regarding circumstances that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for such information must be submitted in writing to the Company at the following address:
Availability of documents and complete proposals
The annual report and the auditor's report will be made available at the Company's office no later than three (3) weeks prior to the annual general meeting and be sent to shareholders who so request and inform the Company of their postal address. The documents will also be available on the Company's website, www.quartiersproperties.com.
Complete proposals for resolutions are included in the notice. Any other documents in accordance with the Swedish Companies Act (2005:551) relating to the proposed resolutions will be available at the Company's office no later than two (2) weeks prior to the annual general meeting and will be sent to shareholders who so request and inform the Company of their postal address. The documents will also be available on the Company's website, www.quartiersproperties.com.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on
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Board of Directors
https://news.cision.com/quartiers-properties-ab/r/notice-to-annual-general-meeting-in-quartiers-properties-ab--publ-,c3770114
https://mb.cision.com/Main/15067/3770114/2062465.pdf
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