Notice of the Annual General Meeting in SSM Holding (publ)

The shareholders of SSM Holding AB (publ), corporate identity number 556533–3902 (“SSM” or the ”Company”), are hereby invited to attend the Annual General Meeting to be held on May 14, 2020 at 10:00 CEST on the Company’s premises on Torsgatan 13 in Stockholm, in the City of Stockholm. Registration begins at 09:30 CEST.

NOTICE OF ATTENDANCE, ETC.
Shareholders who wish to attend the Annual General Meeting must both be registered in the share register kept by Euroclear Sweden AB on May 8, 2020 and notify their attendance to the company by telephone to +46 771 24 64 00 or by post to Computershare AB, Attn: Annual General Meeting of SSM Holding AB, Box 5267, 102 46 Stockholm, Sweden, or by completing the online registration form at ssmlivinggroup.com

The notice of attendance must be received by the Company no later than May 8, 2020. The notice should contain the name, personal or corporate identity number, address, daytime telephone number and any agent and shall, if applicable, contain information on any assistants (no more than two) that will accompany the shareholder to the Annual General Meeting.

Shareholders who will be represented by an agent shall issue a signed and dated power of attorney in writing for the agent. The original power of attorney and, for a legal entity, the certified copy of the certificate of incorporation or similar document showing the signatory powers, should be sent to the Company at the address stated above well in advance of the Annual General Meeting. The power of attorney may not be more than one year old unless it is stated in it that it is valid for a longer period, but it may not be more than five years old in any case. A form of power of attorney is available on the Company’s website at ssmlivinggroup.com

Shareholders with nominee-registered shares (such as shares held in a custody account with a bank) must temporarily re-register their shares in their own name to be allowed the right to attend the Annual General Meeting. Such reregistration must be carried out at Euroclear Sweden AB on May 8, 2020. These shareholders should therefore contact the nominee well in advance of this date.

Information RELATED TO CORONAVIRUS (Covid-19)

As a result of the spread of the coronavirus (covid-19) and the risk of infection, shareholders should consider the possibility of participating in the Annual General Meeting by proxy. Shareholders who shows symptoms of infection (dry cough, fever, difficulty breathing, sore throat, headache, muscle or joint pain), who have been in contact with any person showing symptoms of infection, who have visited a risk area or who are part of a risk group are encouraged to take advantage of this possibility. A template for power of attorney is available on the Company’s website at ssmlivinggroup.com

In order to lower the risk of infection, the Company has decided to take the following precautionary measures at the Annual General Meeting:

  • No food or drink will be served before or after the meeting.
  • The number of employees working at the meeting will be kept to a minimum.
  • The President & CEO will only make a short presentation.  
  • The meeting will be kept as short as possible without infringing on the rights of the shareholders.

Any additional precautions that are deemed appropriate or necessary in connection with the Annual General Meeting will be communicated on the Company’s website at ssmlivinggroup.com
 

PROPOSED AGENDA

  1. Opening of the Annual General Meeting
  2. Election of the Chairman of the Annual General Meeting
  3. Establishment and approval of the list of voters
  4. Approval of the agenda
  5. Appointment of one or two persons to countersign the minutes
  6. Examination of whether the Annual General Meeting was duly convened
  7. Presentation of the Annual Accounts and the Auditors’ Report as well as
    the Consolidated Accounts and the Auditors’ Report for the Group
  8. Presentation by the CEO and questions from shareholders to the
    Company’s Board of Directors and management
  9. Resolutions on
  1. the adoption of the income statement and the balance sheet and
    the consolidated income statement and the consolidated balance sheet;
  2. the appropriation of the Company’s profits according to the adopted balance sheet; and
  3. the discharge of the board members and the CEO from liability.
  1. Resolution on the number of board members and auditors
  2. Resolution on fees to the Board of Directors and the auditors
  3. Election of board members and auditor
  4. The Nomination Committee’s proposals for Principles for the Appointment of
    the Nomination Committee and Instruction to the Nomination Committee
  5. The Board of Directors’ proposal for the adoption of Guidelines for Remuneration
    to Senior Executives
  6. The Board of Directors’ proposal to amend the Articles of Association
  7. The Board of Directors’ proposal for a resolution on the authorization of a rights issue
  8. Closing of the Annual General Meeting

PROPOSED RESOLUTIONS

Item 2. Proposal for the election of a chairman of the Annual General Meeting

The Nomination Committee proposes that Anders Janson, SSM’s Chairman of the Board, be appointed chairman of the Annual General Meeting.

Item 9 (b). Proposal for the appropriation of the Company’s profits

The Board of Directors proposes that no dividend be paid for the 2019 Financial Year and that the funds of 335,045,007 SEK which are at the disposal of the Annual General Meeting be carried forward.

Items 10–12. Proposals on the number of board members and auditors, fees to the Board of Directors and the auditor and appointment of board members and auditor

The Nomination Committee proposes the following:

  • The number of Board members shall be six (6) with no alternate board members.
    The Company shall have an auditor but no deputy auditor.
  • Fees to the Board of Directors for the period until the end of the next Annual General Meeting shall be 350,000 SEK to the Chairman of the Board and 175,000 SEK to each board member appointed by the Annual General Meeting.
  • Fees to the members of the Audit Committee for the period until the end of the next Annual General Meeting shall be 75,000 SEK to the chairman of the committee and 50,000 SEK to each committee member.
  • Fees to the members of the Remuneration Committee for the period until the end of the next Annual General Meeting shall be 30,000 SEK to the chairman of the committee and 10,000 SEK to each committee member.
  • Fees to the auditor shall be paid on account after approval by the Board of Directors.
  • Anders Janson, Per Berggren, Sheila Florell and Jonas Wikström are proposed for re-election.
    Bengt Kjell and Krister Karlsson are proposed as new board members. It is proposed that Anders Janson be re-elected as the Chairman of the Board.
  • It is proposed that Öhrlings PricewaterhouseCoopers AB be re-elected as the Company’s auditors for the period until the end of the next Annual General Meeting, in accordance with the recommendation by the Audit Committee.
     

Item 13. Proposal for the adoption of Principles for the Appointment of the Nomination Committee and Instruction to the Nomination Committee

Composition of the Nomination Committee, etc.

The Nomination Committee proposes that the Annual General Meeting 2020 adopt the following Principles for the Appointment of the Nomination Committee and Instruction to the Nomination Committee before the next Annual General Meeting.

The Nomination Committee shall comprise four members – one representative of each of the three largest shareholders in terms of votes per the final day of trading in shares in September that wishes to appoint a member of the Nomination Committee and the Chairman of the Board.

The Chairman of the Board shall, as soon as possible after the information on the largest shareholders in terms of votes per the final day of trading in September is available, contact the three largest shareholders in terms of votes to inquire whether they wish to appoint members of the Nomination Committee. If one or several of the three largest shareholders in terms of votes waives the appointment of a member of the Nomination Committee, the Chairman of the Board shall offer other major shareholders to appoint a member of the Nomination Committee. If such an offer is extended, it shall be extended in order of size to the largest shareholders in terms of votes (i.e. first to the fourth largest shareholder in terms of votes, thereafter to the fifth largest shareholder in terms of votes, etc.). The procedure shall continue until the Nomination Committee comprises four members.

Information in Euroclear Sweden AB’s register as at the final date of trading in shares in September on ownership relationships/groups of owners shall form the basis of the determination of which shareholders are entitled to appoint a member of the Nomination Committee.

The names of the members and the shareholders represented by them shall be published on the Company’s website no later than six months before the Annual General Meeting.

The Chairman of the Board shall convene the first meeting of the Nomination Committee. At the first meeting, the Nomination Committee shall elect a chairman from among their numbers, who must be a different person than the Chairman of the Board.

The term of office of the Nomination Committee shall be the period until a new Nomination Committee has been appointed.

If there is a change in ownership among the largest shareholders in terms of votes and a shareholder who was not previously entitled to appoint a member of the Nomination Committee becomes a larger shareholder in terms of votes than one or several of the shareholders who have appointed a member of the Nomination Committee (a “New Major Owner”), the Nomination Committee shall, if requested by the New Major Owner, decide that the member of the Nomination Committee who represents the shareholder with the smallest number of votes after the change shall be dismissed and replaced by a member appointed by the New Major Owner. If a New Major Owner wants to appoint a member of the Nomination Committee, the New Major Owner shall notify the chairman of the Nomination Committee. The notice shall include the name of the person appointed by the New Major Owner as a member of the Nomination Committee.

A shareholder who has appointed a member of the Nomination Committee has the right to dismiss such member and appoint a new member. If such a change occurs, the shareholder shall notify the chairman of the Nomination Committee (or, if the chairman of the Nomination Committee is to be replaced, notify the Chairman of the Board) without delay. The notice shall contain the name of the dismissed member and the name of the person replacing him or her as a member of the Nomination Committee.

If a member who represents a shareholder on the Nomination Committee resigns prematurely from his or her position, the Nomination Committee shall without delay encourage the shareholder who appointed the member to appoint a new member. If no new member is appointed by the shareholder, the Nomination Committee shall offer other major shareholders in terms of votes to appoint a member of the Nomination Committee. Such an offer shall be extended in order of size to the largest shareholders in terms of votes (i.e. first to the largest shareholder in terms of votes who has not yet appointed a member of the Nomination Committee or who has previously waived this right, to the second largest shareholder in terms of votes who has not yet appointed a member of the Nomination Committee or who has previously waived this right, etc.). The procedure shall continue until the Nomination Committee is complete. A member who resigns from his position prematurely shall notify the chairman of the Nomination Committee (or, if the chairman of the Nomination Committee is to be replaced, notify the Chairman of the Board).

The Nomination Committee shall meet the requirements on composition stipulated in the Swedish Corporate Governance Code (the “Code”). If the major shareholders who are entitled to appoint members of the Nomination Committee wish to appoint members with the result that the composition of Nomination Committee does not meet the requirements posed in the Code, the primary choice of a member by a larger shareholder shall take priority before the choice of a member by a smaller shareholder.

 

When appointing a new member, the shareholder who is to appoint a new member shall consider
the composition of the existing Nomination Committee. Changes in the composition of the Nomination Committee shall be published on the Company’s website as soon as they have been made.

Information, etc.

The Nomination Committee shall make the following proposals:

  1. The chairman of the Annual General Meeting;

  2. The number of board members to be elected by the Annual General Meeting;
  3. The election of a chairman and other board members to be elected by the
    Annual General Meeting;
  4. Fees and other remuneration to each of the board members elected by the
    Annual General Meeting and the members of the committees of the Board of Directors;
  5. The appointment of auditors;
  6. Fees to the auditors; and
  7. The election of a Nomination Committee or, alternatively, the adoption of Principles for the Appointment of the Nomination Committee, and the adoption of Instructions for the Nomination Committee.

When preparing its proposal for the Board of Directors, the Nomination Committee shall consider the requirements on the size and composition of the Board of Directors pursuant to the Swedish Companies Act, the Code and Nasdaq Stockholm’s Rule Book for Issuers.

When preparing its proposal for an auditor, the Nomination Committee shall consider the requirements on auditors pursuant to the Swedish Companies Act and Regulation (537/2014/EU) on specific requirements regarding statutory audit of public-interest entities. The Nomination Committee’s proposal to the Annual General Meeting regarding the appointment of an auditor shall include the Audit Committee’s recommendation. If the proposal differs from the alternative recommended by the Audit Committee,
the reasons for deviating from the Audit Committee’s recommendation shall be included in the proposal. The auditor(s) proposed by the Nomination Committee must have been included in the Audit Committee’s selection process (if the Company is obliged to arrange such a selection process).

When preparing the proposed resolution on the Nomination Committee or, alternatively, the proposed adoption of Principles for the Appointment of a Nomination Committee and the adoption of Instructions for the Nomination Committee, the Nomination Committee shall consider the requirements stipulated by the Code on such resolutions. Also, the requirements on the composition of the Nomination Committee posed by the Code shall be considered.

If the Nomination Committee’s proposal entails a deviation from the Code, the Nomination Committee shall, when presenting its proposal, provide the Company with an explanation for such.

The Nomination Committee shall, while informing the Company of its proposals, provide the Company with a reasoned statement on its proposed Board of Directors, considering the provisions in the Code on the composition of the Board of Directors.

The Nomination Committee shall provide the Company with such information on its assignment that is required for the Company to meet its duty of information under the Code.

At least one member of the Nomination Committee shall be present at the Annual General Meeting. During a General Meeting where auditors are to be appointed, the Nomination Committee shall submit a statement on how its work has been conducted and present and justify its proposals.

Meetings

The Nomination Committee shall meet as often as required to complete its tasks. The Chairman of the Board shall convene the first meeting of the Nomination Committee. Remaining meetings shall be convened by the chairman of the Nomination Committee. If a member requests that the Nomination Committee be convened, such a request shall be met.

The Nomination Committee is quorate if more than half of the members are present. However, a decision on a matter may not be made unless all members have been provided with the opportunity to participate in addressing the matter.

When the chairman of the Nomination Committee is appointed, the person who receives the largest number of votes shall be considered appointed. If the number of votes cast is equal, the appointment shall be decided by lot.

The views supported by the votes of more than half of the members present, or if the number of votes cast is equal, the views supported by the chairman of the Nomination Committee shall constitute the decision of the Nomination Committee.

The meetings of the Nomination Committee shall be recorded in minutes that are signed and countersigned by the chairman of the Nomination Committee and a member designated by the Nomination Committee. The minutes shall be stored in numerical order in a safe manner.

Confidentiality

Members of the Nomination Committee are bound by confidentiality regarding the Company’s business and this duty of confidentiality shall, if requested by the Company, be confirmed by each member by the signing of a special non-disclosure agreement between the member and the Company.

Other

The members of the Nomination Committee are entitled to compensation from the Company for reasonable expenses incurred when carrying out the assignment, such costs for the use of recruitment services.

The Nomination Committee shall, in connection with the report on its work to the Annual General Meeting, report any compensation paid.

Item 14. Proposal for the adoption of Guidelines for Remuneration to Senior Executives

The Board of Directors proposes that the 2020 Annual General Meeting adopt the following Guidelines for Remuneration to Senior Executives of SSM to be applicable no longer than until the 2024 Annual General Meeting.

The guidelines cover remuneration to the President & CEO of SSM and to members of the Group management.

The guidelines shall be applied to any remuneration agreed and to any changes of previously agreed remuneration after the adoption of the guidelines by the 2020 Annual General Meeting.

The guidelines do not cover remuneration determined by the Annual General Meeting, such as fees to board members or remuneration according to share-based incentive programs.

The decision-making process for determining, reviewing and implementing the guidelines
The Board of Directors has established a Remuneration Committee. The Remuneration Committee’s duties include preparing the Board of Directors’ resolutions on proposals for guidelines for remuneration to and other terms of employment for senior executives. The Board of Directors shall prepare proposals for new guidelines at least every fourth year and present the proposal for adoption by the Annual General Meeting.

The Remuneration Committee shall also follow up on and evaluate programs for variable remuneration to the Group management (both ongoing programs and those that ended during the year), the application of guidelines for remuneration to senior executives and applicable remuneration structures and levels in SSM.

In its annual evaluation, the Remuneration Committee or, if applicable, the Board of Directors, may adjust the targets and/or the remuneration for positive and negative extraordinary events, reorganizations and structural changes. The members of the Remuneration Committee are independent of the Company and the Group management. The CEO and other members of the Group management do not participate in the Board of Directors’ processing of and decisions on remuneration-related issues to the extent they are affected by such issues.

The salaries and terms of employment of all SSM employees were considered in the preparation of the Board of Directors’ proposal for these remuneration guidelines. Information on the employees’ total remuneration, components of remuneration and the increase and the rate of increase in remuneration over time has been considered in the Remuneration Committee and the Board of Directors’ decisions when evaluating the reasonability and limitations of the guidelines.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
SSM develops and offers smart and affordable homes in residential buildings, both in the form of rental units and cooperative apartments. SSM is active in the Greater Stockholm area, where the need of affordable homes with varied forms of tenancy is considerable, chiefly in the Company’s target group, which is people between the ages of 20 and 44. SSM’s 2020–2024 business plan focuses on generating cash flow and strengthening the Company’s balance sheet. SSM’s sustainability initiatives are well integrated through the Company’s business strategy and incorporated through the Company’s Urban Score Index as well as through central codes such as the Code of Conduct and the Supplier Code. For additional information on SSM’s business strategy, long-term interests and sustainability initiatives, visit ssmlivinggroup.com

Successful implementation of SSM’s business strategy and safeguarding SSM’s long-term interests, including its sustainability, requires SSM to recruit and retain employees with the right skills. These guidelines make it possible to offer senior executives a competitive remuneration package.

Remuneration for senior executives is based on meeting of financial targets in the 2020–2024 business plan and on individual performance. A requirement for receiving remuneration is compliance with policies, guidelines and SSM’s Code of Conduct.

Remuneration included in these guidelines shall aim to promote the Company’s business strategy and long-term interests, including its sustainability.

Forms of remuneration, etc.
SSM shall offer market-level remuneration based on factors such as an employee’s expertise, experience and performance.

The remuneration shall be on market terms and comprise the following components:

  • Fixed basic salary paid in cash;

  • Short-term and long-term variable remuneration;
  • Pension benefits; and
  • Other benefits.

In addition, the Annual General Meeting may – independently of these guidelines – resolve on other forms
of remuneration, such as share-based remuneration.

The fixed monthly salary shall be based on market terms and be fixed for a committed effort on a high professional level that ultimately aims to create added value for SSM’s customers, shareholders and employees. The fixed basic salary shall be attractive in the market and be based on the employee’s expertise, experience and performance. The salary is normally reviewed once a year. Senior executives do not receive a fee for serving on the boards of directors of the Group’s subsidiaries or associated companies.

In addition to the fixed basic salary, variable remuneration may be payable. Decisions on variable remuneration are made annually by the Board of Directors. Variable remuneration shall be linked to measurable criteria that are designed to promote the Company’s business strategy and long-term interests, including sustainability. At least two thirds of the variable remuneration to senior executives shall be based on the financial performance of the Group. No more than one-third of the variable remuneration to senior executives shall be based on operational targets. The fulfilment of criteria for the payment of short-term variable cash remuneration must be measurable in a period of one year and may amount to a total of six months’ salary (based on the fixed monthly salary) for the CEO and four months’ salary (based on the fixed monthly salary) for other members of the Group management during the measurement period.
Variable remuneration is not pensionable unless required by peremptory provisions in a collective bargaining agreement. Variable remuneration may confer entitlement to holiday pay in accordance with peremptory legislation.

A long-term salary program should be measurable during a three-year period and must not exceed 50 percent of the total fixed basic salary in the year when the program started.

Additional variable remuneration may be payable during extraordinary circumstances, provided such extraordinary arrangements are only agreed on the individual level in order to recruit or retain senior executives or as compensation for extraordinary efforts in addition to a person’s regular work duties. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once per annum per individual. Decisions to pay such remuneration shall be made by the Board of Directors after preparation by the Remuneration Committee.

The distribution between fixed and variable remuneration shall be in proportion to the employee’s position and duties. Total remuneration shall be on a market level, be competitive and reflect the employee’s area of responsibility and the complexity of the position.

However, variable remuneration shall not be payable if the Company has made a loss before tax, regardless of whether any applicable individual operational targets for the senior executive were met.

Variable short-term remuneration shall be in the form of cash remuneration.

Long-term remuneration in the form of shares and/or share-related instruments in SSM shall be distributed through the participation in long-term incentive programs adopted at a general meeting. Such programs shall be based on performance, require continued employment in the Group and require an investment by the participants themselves. The vesting period of the program (alternatively, the time from the date of the agreement until the time when a share may be acquired) shall not be less than three years. The goal of
the incentive program shall be to achieve an aligned interest between the participating employee and the company’s shareholders, as well as to create long-term value for the shareholders.

The Board of Directors shall evaluate annually whether a long-term share related incentive program shall be proposed to the Annual General Meeting.

Pension
SSM applies a retirement age of 68 years to all senior executives. Variable remuneration shall not be pensionable. However, variable cash remuneration is pensionable to the extent this is required by peremptory provisions in a collective bargaining agreement that applies to the senior executive. The CEO’s pension shall be premium based and be based on the fixed basic salary according to generally accepted principles.
The CEO is entitled to pension provisions corresponding to 30 percent of the pensionable salary (which corresponds to the fixed monthly salary multiplied by a factor of 12.2). Other senior executives receive pension provisions in accordance with the applicable collective bargaining agreement between the Swedish Construction Federation (Sveriges Byggindustrier) and Ledarna (Sweden’s organization for managers), the Swedish Association of Graduate Engineers (Sveriges ingenjörer) and Unionen (a Swedish white-collar trade union).

Termination of employment
If an employment agreement is terminated by the Company, a notice period of no more than twelve (12) months shall apply. The total of the fixed basic salary during the notice period may not exceed an amount corresponding to the fixed cash salary for twelve (12) months for the CEO and six (6) months for the other senior executives. If the employment is terminated by a senior executive, the notice period may not exceed six (6) months and shall not confer a right to severance pay. If it is agreed between the Company and the senior executive to terminate the employment, the wording above means that severance pay may be payable and/or that a higher amount of severance pay may be payable than if the employment is terminated by the senior executive. Severance pay shall not be pensionable nor confer a right to holiday pay.

In addition, remuneration may be payable for a non-compete undertaking. Such an undertaking shall constitute compensation for loss of income and shall only be payable during the period when the senior executive is not entitled to severance pay. The monthly remuneration shall amount to no more than ninety (90) percent of the average monthly salary for the three (3) months prior to the end of the employment. Remuneration shall be payable for the duration of the non-compete undertaking, which shall not last for more than six (6) months after the employment ended.

Other benefits
Other benefits may comprise life insurance, health insurance and car insurance. Premiums and other costs for such benefits may not exceed five percent in total for the CEO and ten percent of the fixed average cash salary for the other senior executives.

Other
In exceptional cases, this may mean that the Group management is temporarily supplemented by an extraordinary member engaged on a consultancy basis. If this is the case, such a member shall only receive the agreed consultancy fee. The consultancy fee may at most correspond to the CEO’s fixed basic salary for the same period, adjusted upwards with an amount corresponding to social security contributions.

Description of significant amendments to the guidelines and how shareholders’ viewpoints have been considered
At the Annual General Meeting 2019, Principles for the remuneration to and other terms of employment for Senior Executives were adopted for the time until the end of the next Annual General Meeting. In brief, these guidelines meant that, in addition to the fixed basic salary, variable remuneration shall be payable that is linked to SSM’s profit after tax. The guidelines proposed at the Annual General Meeting 2020 do not entail any material differences compared with the Company’s existing remuneration principles.

Information on determined remuneration that is not yet due for payment
Short-term variable remuneration is expensed during the financial year and is payable after the annual accounts have been adopted at the Annual General Meeting. No variable remuneration to senior executives is payable for the 2019 financial year.

 

Item 15. The Board of Directors’ proposal to amend the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolve to amend articles 1, 4 and 5
of the Articles of Association as follows:

Current wording

Proposed wording
Article 1                         Registered name

The name of the Company is SSM Holding AB (publ).
 

Article 1                         Registered name

The name of the Company is SSM Holding AB. The Company is public (publ).

Article 4           Share capital

The share capital shall be not less than 30,100,000 and not more than 120,400,000 SEK.

Article 4           Share capital

The share capital shall be not less than 55,000,000 SEK and not more than
220,000,000 SEK.

Article 5           Number of shares

The number of shares shall be not less than 30,100,000 and not more than 120,400,000.

Article 4           Number of shares

The number of shares shall be not less than 55,000,000 and not more than 220,000,000.

Item 16. The Board of Directors’ proposal for a resolution on the authorization of a rights issue

To provide SSM with capital to enable greater flexibility in the company’s rental projects and allow for more production starts in the near future, the Board of Directors would like to be able to carry out one or more new share issues, primarily rights issues and secondarily issues without subscription rights. If payment is made in cash, however, or the issue is carried out for a purpose other that the above, the number of shares issued under this authorization may not exceed ten (10) percent of the number of shares at the time of the 2020 Annual General Meeting.

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve on an issue of shares or convertibles against cash consideration or non-cash contributions or through offsetting, or on other terms and conditions, with or without deviation from the shareholders’ preferential rights, on one or more occasions.

Both the Board of Directors and the CEO are authorized in addition to minor adjustments in decisions on which may prove necessary for registration of authorization at the Swedish Companies Registration Office.

REQUIREMENTS FOR A QUALIFIED MAJORITY

For the resolution to be valid in accordance with the proposals in items 15 and 16, the proposal must be supported by shareholders representing at least two thirds of the votes cast as well as the votes represented at the Annual General Meeting.

AVAILABLE DOCUMENTATION

Accounting documentation, the Auditor’s Report, complete proposals and accompanying reports and opinions will be available on the Company’s premises (see the address and telephone number above) and on the Company’s website at ssmlivinggroup.com for three weeks prior to the Annual General Meeting. If requested, documentation can be sent to free of charge to a shareholder who has provided his or her postal address. All of the above-mentioned documentation will be available at the Annual General Meeting. A template for power of attorney will be made available on the Company’s website at ssmlivinggroup.com three weeks prior to the Annual General Meeting.

 

THE SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

At the Annual General Meeting, if the Board of Directors determines that it can be disclosed without material damage to the Company, shareholders have a right to obtain information on conditions that may affect the assessment of an agenda item and conditions that may affect the assessment of the Company  or a subsidiary’s financial situation.

 

OTHER

At the time of this notice, there were 39,252,542 shares and votes in SSM. On the date of this notice, the Company did not hold any of its own shares.

 

PROCESSING OF PERSONAL DATA

For information on the processing of personal data in connection with the Annual General Meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website at euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

_____________________
Stockholm in April 2020
SSM Holding AB (publ)

The Board of Directors