Notice of Annual General Meeting of Eastnine AB (publ)

This is an unofficial translation of the Swedish notice. In case of any discrepancies between the Swedish notice and this English translation, the Swedish notice shall prevail.

 

Shareholders of Eastnine AB (publ), reg. no. 556693-7404, (the “Company”) are hereby given notice to attend the Annual General Meeting (“AGM”) to be held on Wednesday 3 May 2023 at 15.30 (CET) at IVA Konferenscenter, Grev Turegatan 16 in Stockholm, Sweden. Registration for the Annual General Meeting starts at 15.10 and admission for the seminar starts at 13.00.

 

Program

The program starts with a seminar and coffee/tea will be served. To the extent possible, Board members will attend the Annual General Meeting.

 

13.00 Admission for seminar opens (registration for the Annual General Meeting from 15.10)

13.30 Seminar begins

15.00 Break

15.10 Registration for the Annual General Meeting opens (registration can be made until 15.30)

15.30 Annual General Meeting

 

Notification

Those that wish to attend the AGM must:

-          be registered as shareholders in the share register kept by Euroclear Sweden AB on Monday 24 April 2023, and

-          give notice of their intention to participate at the AGM not later than on Wednesday 26 April 2023.

 

Notice of participation at the AGM may be given either by telephone +46 8 505 97 700, by email to [email protected], or by regular mail to Eastnine AB (publ), “AGM”; Box 7214, 103 88 Stockholm, Sweden.

 

The name, personal identification number (or company registration number), address and telephone number of the shareholder, shareholding and, if applicable, attendance of any representatives or assistants should be provided in the notice of participation. No more than two assistants may attend and only if the number of assistants has been stated in advance.

 

Personal data collected from powers of attorney and the share register kept by Euroclear Sweden AB will be used for registration and preparation of the voting list for the AGM.

 

Nominee-registered shares

In order to be entitled to participate at the AGM, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such re-registration must be effected at Euroclear Sweden AB not later than on Wednesday 26 April 2023. Thus, the nominee should be notified in due time prior to this date.

 

Proxies etc.

Shareholders who are represented by proxy shall issue a power of attorney for the representative. Power of attorney in original and, for legal entities, certificate of registration should be submitted to the Company at the address above in due time prior to the AGM. The power of attorney and certificate of registration may not be older than one year, the power of attorney may however be older if it, according to its wording, is valid for a longer period, maximum five years. The Company provides proxy forms on its website, www.eastnine.com/en/annual-general-meetings. The proxy form may also be requested by telephone at +46 8 505 97 700.

 

Please note that shareholders who are represented by proxy must also give notice of participation in accordance with the instructions given above and be registered in their own name with Euroclear Sweden AB on Monday 24 April 2023.

 

Number of shares and votes

At the time of issuing the notice to attend the AGM, the Company has a total of 22,370,261 registered shares, with one vote per share. The Company holds 162,515 own shares.

 

Right to request information

Shareholders present at the AGM have a right to request information regarding the matters on the agenda or the Company’s economic situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

 

Admission cards

No admission card will be sent out before the AGM. Valid identification must be brought to the Meeting for registration of attendance and entry.

 

Proposed Agenda

1. Opening of the Meeting.
2. Election of the chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes of the Meeting.
5. Decision on whether the Meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Eastnine group. In connection therewith:

a) address by the chairman of the Board of Directors including a report on the work of the Board of Directors,

b) address by the CEO,

c) report by the auditor regarding the audit work.

8. Resolutions regarding:

a) adoption of the income statement and balance sheet as well as of the consolidated income statement and the consolidated balance sheet for the Eastnine group,

b) disposition of the Company’s result in accordance with the adopted balance sheet,

c) discharge from liability of the members of the Board of Directors and the CEO.

9. Approval of remuneration report.
10. Decision on the number of members of the Board of Directors, auditors and deputy auditors.
11. Decision on remuneration to the Board of Directors and the auditor.
12. Election of members of the Board of Directors and chairman of the Board of Directors.
13. Election of auditor.
14. Resolution regarding authorization for the Board of Directors to transfer own shares.
15. Resolution regarding authorization for the Board of Directors to acquire own shares.
16. Resolution regarding authorization for the Board of Directors to resolve on new share issue.
17. Closing of the Meeting.

 

2. Election of the chairman of the Meeting

Eastnine’s Nomination Committee, that has consisted of Karine Hirn representing East Capital and Peter Elam Håkansson, Erik Haegerstrand representing Bonnier Fastigheter and Martin Zetterström representing Arbona, in addition to Liselotte Hjorth in her role as Chairman of the Board of Directors of Eastnine, proposes that the attorney Ebba Olsson Werkell, KANTER Advokatbyrå, is appointed chairman of the Meeting.

 

8. b) Disposition of the Company’s result

The Board of Directors proposes a dividend to the shareholders corresponding to SEK 3.40 per share and that the remaining profits are carried forward. The Board of Directors proposes that the dividend is distributed on four payment occasions of SEK 0.85 per share and dividend occasion. As record dates for the dividend, Friday 5 May 2023, Tuesday 22 August 2023, Tuesday 14 November 2023 and Tuesday 23 January 2024 are proposed. If the AGM resolves in accordance with the proposal, it is expected that Euroclear Sweden AB will distribute the dividend payment on the third banking day following each respective record day, being Wednesday 10 May 2023, Friday 25 August 2023, Friday 17 November 2023, and Friday 26 January 2024.

 

9. Approval of remuneration report

The Board of Directors proposes that the AGM resolves on approval of the Board of Directors’ report on remunerations in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

 

10. Decision on the number of members of the Board of Directors, auditors and deputy auditors

The Nomination Committee proposes that the Board of Directors shall consist of six (6) members. The Nomination Committee proposes that the number of auditors shall be one (1) registered audit firm without a deputy auditor.

 

11. Decision on remuneration to the Board of Directors and the auditor

The Nomination Committee proposes the following unchanged remuneration to the Board. SEK 800,000 to the Chairman and SEK 400,000 to each of the other members of the Board. No additional remuneration for any committee work is proposed. Fees to the auditor are based on approved invoices.

 

12. Election of members of the Board of Directors and chairman of the Board of Directors

The Nomination Committee proposes that Liselotte Hjorth, Christian Hermelin, Peter Elam Håkansson, Ylva Sarby Westman and Peter Wågström are re-elected and that Hanna Loikkanen is elected as members of the Board of Directors for the time until the end of the next AGM. It is proposed that Liselotte Hjorth is re-elected as the chairman of the Board of Directors.

 

Information about the proposed Board members can be found on the Company's website.

 

13. Election of auditor

The Nomination Committee proposes re-election of the auditing firm KPMG as auditor, with the authorized auditor Peter Dahllöf as auditor in charge. The auditor's term of office is proposed to be valid until the end of the next AGM. The Nomination Committee's proposal is in accordance with the recommendation from the Board of Directors, acting as Audit Committee. Neither the Nomination Committee’s proposal nor the Board of Directors’ recommendation for the auditor's election has been affected by third parties or have been forced by any contractual terms that have limited the freedom of choice in the auditor's election.

 

14. Authorization to transfer own shares

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to transfer own shares, under the following conditions:

 

1. Shares may be transferred on Nasdaq Stockholm or otherwise.
2. Transfer may take place with or without deviation from the shareholders’ preferential rights.
3. Transfer on Nasdaq Stockholm may take place at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange. Transfer made otherwise shall be made on market terms.
4. The authorization covers all shares held by the Company from time to time.
5. Payment for the shares shall be made in cash, contributions in-kind or set-off.
6. The authorization may be utilized on one or more occasions, however not longer than until the next AGM.

 

The purpose of the authorization to transfer own shares and the reasons for any deviation from the shareholders’ preferential rights is to enable the Board of Directors an opportunity to adjust the Company’s capital structure and to use repurchased owned shares as payment for or financing of acquisitions or investments in order to create increased value for the shareholders.

 

A resolution in accordance with this item 14 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

 

15. Authorization to acquire own shares

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to acquire the Company’s own shares, under the following conditions:

 

1. The share purchases may take place on Nasdaq Stockholm at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange.
2. Purchases may also be made in accordance with an offer directed to all shareholders with a cash consideration not below the market price at the time of the offer and with a maximum upward deviation of 20 percent.
3. The Company may only purchase so many shares that the Company’s holding of its own shares does not at any time exceed 10 percent of all the shares in the Company.
4. Payment for the shares shall be made in cash.
5. The authorization may be utilized on one or more occasions, however not longer than until the next AGM.

 

The purpose of this authorization to acquire own shares in the Company is to enable the Board of Directors to adjust the capital structure and thereby generate a higher value for the shareholders.

 

A resolution in accordance with this item 15 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

 

16. Authorization for the Board of Directors to resolve on new share issue

The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or more occasions until the next AGM, decide upon an issue of shares in the Company corresponding to not more than 10 per cent of the Company’s share capital, with or without deviation from the shareholders’ preferential right. Furthermore, the proposal means that an issue may be made against cash payment, by set-off or by contribution in kind. Shares shall, in case of deviation from the shareholders’ preferential right to subscription, be issued on market terms. The purpose of this authorization is to enable the Company to, completely or partially, finance any future real property investments and/or acquisitions of real property companies/businesses by issuing new shares as payment in connection with agreements on acquisition of real property, to raise capital for such investments and/or acquisitions, and to adapt and improve the Company’s capital structure.

 

A resolution in accordance with this item 16 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.

 

Available documents

Annual accounts including the auditor’s report as well as the complete proposals and statements according to the Swedish Companies Act together with pertaining statements by the auditor will be available at the office of Eastnine on Kungsgatan 30 in Stockholm and on the website www.eastnine.com/en/annual-general-meetings no later than Wednesday 12 April 2023. Copies of the documentation and the notice will be sent free of charge to shareholders who so request and state their postal address.

 

* * *

Stockholm in March 2023

EASTNINE AB (publ)

Board of Directors

 

Eastnine AB (publ)

 

For more information contact:

Liselotte Hjorth, Chairman of the Board, +49 172 685 7723

Kestutis Sasnauskas, CEO, +46 8 505 97 700

Britt-Marie Nyman, CFO and Deputy CEO, +46 70 224 29 35

 

Eastnine AB (publ) is a Swedish real estate company with a property value of EUR 606m and a long-term net asset value of EUR 486m as of 31 December 2022. Eastnine’s vision is to create and provide prime venues where ideas can flow, people can meet, and successful business can be developed. Eastnine’s mission is to be the leading long-term provider of modern and sustainable office and logistics premises in prime locations in the Baltics and Poland. Eastnine’s share is listed on Nasdaq Stockholm Mid Cap, sector Real Estate.