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Diös

Diös

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Invitation to the Annual General Meeting of Diös Fastigheter AB (publ)

12:00 / 14 May 2020 Diös Press release

The shareholders of Diös Fastigheter AB (publ), Corp. id: 556501-1771, are invited to attend the ordinary Annual General Meeting (AGM), to be held on Tuesday 16 June 2020 at 13.00. In the light of the risk of spreading the corona virus and the authorities' regulations on the avoidance of large gatherings, the Board of Directors has decided that the AGM shall be conducted so that shareholders can exercise their voting rights as far as possible by postal vote or by proxy.

Information regards to the corona virus:

In order to protect the health of shareholders, the Board of Directors and employees, Diös goal is to hold a short and effective AGM and take measures to minimize the risk of infection. The Board of Directors has decided to enable shareholders to exercise their voting rights by postal vote and will inform them of the possibility of exercising their voting rights via proxy. Therefore, in view of the risk of spreading the corona virus and the authorities' regulations on the avoidance of larger gatherings, the Board of Directors request shareholders to make use of these opportunities as far as possible.

Notice of attendance:

Shareholders who wish to exercise their voting rights and attend the meeting shall;
  • be recorded as a shareholder in the share register, kept by Euroclear Sweden AB, (the Swedish Central Securities Depository), on June 10, 2020, and
  • give notice of participation, according to one of the options below, no later than June 10, 2020, at 12.00 p.m.
Shareholders who have trustee-registered shares should:
  • request the bank or broker holding the shares to request temporary owner-registration, so-called voting-right registration, several bank-days prior to June 10, to be entitled to participate in the Meeting.
Notice of participation can be submitted:

When giving notice of participation, the shareholder is to state his or her name, personal ID/corporate registration number, address and telephone number, their shareholding in Diös and the names of any advisors they wish to attend.

Proxy:

Shareholders who are represented by proxy shall issue a power of attorney to be enclosed with the notice of participation, along with any registration certificates or other proof of authorisation. The power of attorney must be dated, and validation cannot, on the day for the AGM, be older than one year, unless a longer term is stated (maximum five years).

If you want to be represented by proxy or if you are a legal entity, please contact Johan Dernmar, IR, johan.dernmar@dios.se, +46(0)10 470 95 20.

Postal voting:

Shareholders are encouraged to exercise their voting rights at the meeting by voting in advance, so-called postal voting. By using this possibility, the number of participants who attend the meeting in person is minimized and thus helps to reduce the risk of infection.

For postal voting, a special form shall be used. The form is available on www.dios.se (https://www.dios.se/english/corporate-governance/annual-general-meeting/2020/). A shareholder exercising his or her voting rights by postal vote is not required to register specifically for the meeting. The postal voting form is valid as a notice of participation.

The completed form can be sent by e-mail to osa@dios.seor be posted in the original to Diös at Diös Fastigheter AB, "AGM 2020", Box 188, SE-831 22 Östersund. To be valid as a notification, the completed form must be received by Diös by 10 June 2020. If the shareholder is a legal person, the registration certificate or other document of jurisdiction must be attached to the form. The same applies if the shareholder votes by proxy.

Information to participants at the meeting:

Diös' Annual General Meeting will be held at Clarion Hotel Grand, Prästgatan 16, Östersund. The doors open at 12:30 pm and registration takes place until 12:55 pm. In view of the risk of infection, the company advises against participating in the meeting room and recommends that shareholders participate by postal vote or by proxy as described above. In addition to the Chairman of the Board and the CEO, board members and members of the executive management team will attend the AGM to a limited extent. No lunch will be offered. Planned speeches from the CEO and auditor will be limited in time, but a pre-recorded speech by the CEO will be posted on www.dios.se during the day of the meeting.

Proposed agenda:

1. Opening of the Meeting.
2. Election of a Chairman for the Meeting.
3. Establishment and approval of the register of shareholders.
4. Approval of the agenda.
5. Election of one or two members to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Statement by the Chief Executive Officer ("CEO").
8. Presentation of the Annual Report and the Auditors' Report together with the Consolidated Financial Statement and Consolidated Auditors' Report.
9. Resolutions concerning:
a. the adoption of the income statement and balance sheet together with the consolidated income statement and consolidated balance sheet,
b. the appropriation of the company's profit on the basis of the balance sheet adopted,
c. discharge to the members of the Board and the CEO for their activities during the financial year, and
d. the record dates, if the AGM approves the profit distribution proposal.

10. Determination of the number of members of the Board and deputy Board members.
11. Approval of the Board of Directors' and the auditor's remuneration.
12. Election of Chairman and members of the Board.
13. Election of auditors.
14. Approval of policies for remuneration and terms of employment for the members of the management team.
15. Approval of policies regarding the composition of the Nominating Committee.
16. Resolution to authorise the Board of Directors to buy back and transfer shares of the company.
17. Resolution to authorise the Board of Directors to resolve on new share issues.
18. Other business.
19. Closing of the meeting.

Proposals

Election of a Chairman for the Meeting (item 2)
The nominating Committee, consisting of Chairman Stefan Nilsson (Pensionskassan SHB Försäkringsförening), Carl Engström (Nordstjernan AB), Magnus Swärdh (Backahill Inter AB) and Bob Persson (AB Persson Invest), proposes Bob Persson as Chairman of the AGM.

Resolution regarding appropriation of the company's profit according to the adopted
balance sheet (item 9)
The Board proposes that the AGM declare a dividend of SEK 1.65 per share for 2019. The proposed record date for the dividend payment is 29 June 2020. If the AGM approves the proposed dividend, payments will be made through Euroclear Sweden AB on Thursday 2 July 2020.

Election of members of the Board of Directors, auditors, remuneration, etc. (items 10-13)
The Nominating Committee proposes;

  • to appoint six regular Board members with no deputies,
  • to re-elect existing members Anders Nelson, Ragnhild Backman, Eva Nygren, Peter Strand and
Bob Persson,
  • to elect Tobias Lönnevall as member of the Board of Directors,
  • to re-elect Bob Persson as Chairman of the Board,
  • that Director's fees be paid to the Board of Directors in a total amount of SEK 1,125,000:
  • SEK 300,000 to the Chairman of the Board, and
  • SEK 165,000 to each non-executive Board member,

  • as for auditor re-elect Deloitte AB. Deloitte has informed that authorised auditor Richard Peters will be responsible auditor, and

  • to remunerate the auditors on the basis of approved invoices.
Tobias Lönnevall was born in 1980 and holds a M.Sc. in Business and Economics from Stockholm School of Economics. He has worked as Senior Investment Manager at Nordstjernan AB since 2009 with responsibility for several portfolio holdings. Tobias current board assignments comprise Board member of Attendo AB where he's also chairman of investment committee and remuneration committee, and member of audit committee. He has previously been Chairman of the Board of KMT Precision Grinding AB and Board member of Ramirent Plc. Nordstjernan AB owns 10.1 percent of the shares in Diös, which is why Tobias is regarded as independent in relation to the company but not independent in relation to major shareholders.

Resolution regarding principles for remuneration and other terms of employment for Senior management (item 14)
The Board of Directors proposes following guidelines for remuneration of Senior management. Senior management includes the CEO and other members of Executive management.
Remuneration and benefits to the CEO are decided by the company's Board of Directors. Remuneration to other senior executives is decided by the CEO in consultation with the company's Board of Directors.

Variable incentive compensation plans may exist for the company's Senior executives will depend on the extent to which pre-established goals have been met within the framework of the company's operations. No share-based compensation occurs. Variable compensation is capped at one month's salary. The CEO is entitled to a company car, apartment and insurance and retirement benefits in accordance with the ITP scheme applicable during the period of employment. Individual investment options are available. Insurance and pension premiums are based on cash salary only. The retirement age for the CEO is 65 years. The period of notice given by the company to the CEO is 12 months. The period of notice given by the CEO to the company is 4 months. Remuneration during a period of notice is deducted from income from another employer. Other senior executives are entitled to a company car. During the period of employment with the company, other executives are entitled to insurance and pension benefits in accordance with the ITP scheme applicable at the time. Individual investment options are available. Insurance and pension premiums are based on cash salary only. The retirement age for other senior executives is 65 years. The contracts of other members of Group management are terminable by either party on three to six months' notice.

Resolution regarding approval of policies regarding the composition of the Nominating Committee (item 15)
The Nominating Committee proposes that a new Nominating Committee for the 2021 AGM be appointed in the same manner as for the present AGM, i.e. that the Committee be appointed no later than six months before the AGM and consist the Chairman of the Board and one representative of each of the four largest shareholders of Diös based on the last known shareholdings at 31 August 2020.

Resolution to authorize the Board of Directors to buy back and transfer shares of the company (item 16)
The Board of Directors proposes that the Meeting authorise the Board, for a period ending no later than at the next AGM, to on one or more occasions buy back shares in the company and transfer the company's shares to other parties. Share buybacks are subject to a limit of 10 per cent of the total number of shares outstanding at any time. Acquisitions may be effected on the Nasdaq Exchange Stockholm at a price per share that is within the registered span of share prices at the particular time. All of the treasury shares held by the company at the time of the Board of Directors' decision may be transferred. The shares may be transferred either on Nasdaq Stockholm or in another manner, disapplication of the pre-emption rights of existing shareholders, at a price per share that is within the registered spread of share prices at the particular time. Payment for transferred shares may take the form of in cash, in kind or by offset of a claim on the company or in another manner subject to terms and conditions. The purpose of the authorisations described above is to ensure that the company is able to continually adapt its capital requirements and thereby increase shareholder value, and to ensure that the company is able to transfer shares as payment for or to fund any future property or corporate acquisitions.

Resolution to authorize the Board of Directors to resolve on new share issues (item 17)
The Board of Directors proposes that the AGM resolve to authorise the Board during the period up to the next AGM, to decide, on one or several occasions, to issue new shares with or without pre-emption rights for existing share-holders. The number of shares issued under the authorization may not exceed ten (10) percent of the company's share capital at the time of the Board's first decision to issue new shares under the authorisation.

Payment for new shares may be made in the form of a cash or non-cash consideration or in lieu of debt.  New shares may be subscribed for in disapplication of the pre-emption rights of existing shareholders. Existing shareholders' pre-emption rights may be disapplied for the purposes to enable property or corporate acquisitions in which payment is made in the form of shares of the company or, alternatively, to capitalise the company prior to such acquisitions. The issuance of shares under the authorisation must be made on market terms.

More information
Annual report, auditor's report and complete proposals together with statements according to the Swedish Companies Act, including the auditor's statement, proxy forms and postal voting form will be available at the head office no later than three weeks before the AGM and can be distributed to shareholders on request. All documents will also be available on our website, www.dios.se (https://www.dios.se/english/corporate-governance/annual-general-meeting/2020/).

Number of shares and votes
At the time of this notice the total number of shares and votes in the company amounts to 134,512,438. The company currently holds 441,418 treasury shares.

Shareholders right to request information
The shareholders have the right request information from the Board of Directors or the CEO regarding the financial situation and items on the AGM agenda. The Board of Directors or the CEO shall disclose such information if the Board is of the opinion that it can occur without any significant damage to the Company.

Processing of personal data
For information on how your personal data is processed, please see:
www.euroclear.com/ (https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_20181023.pdf)

____________________________
Östersund May 2020

Diös Fastigheter AB (publ)
Board of Directors

Diös Fastigheter owns and develops both commercial and residential properties in prioritized growth cities. With a market value of approx. SEK 23.2 billion, a portfolio of 333 properties and a lettable area of 1,483,000 sq.m, our vision is to create the most inspiring cities in Sweden. The market extends from Borlänge to Luleå, and the company's head office is in Östersund. Since it started in 2005, the company has had continuous growth in the value of its property portfolio and its shares are listed on NASDAQ OMX Stockholm, Mid Cap. Find out more about Diös at www.dios.se

Diös Fastigheter AB (publ), Box 188, SE-831 22 Östersund | Phone: +46 770-33 22 00, info@dios.se,www.dios.se | Corp Id: 556501-1771

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