Notice of convening the Extraordinary General Meeting of Corem Property Group AB (publ)

Shareholders of Corem Property Group AB (publ), Reg. No. 556463-9440, (the “Company” or “Corem”) are hereby notified of the Extraordinary General Meeting to be held on Wednesday 14 August 2024 at 10.00 am, Kista Gate, Torshamnsgatan 44, Kista. Registration commences at 09.00 am.

The Board of Directors has decided that the shareholders before the Extraordinary General Meeting shall be able to exercise their voting rights by postal voting in accordance with the Swedish Companies Act (2005:551), Chapter 7, Section 4 a, and the Company’s Articles of Association. Consequently, shareholders may choose to exercise their voting rights at the Extraordinary General Meeting by postal voting, in person or by proxy.

Notification etc.

Attending the meeting venue in person

Shareholders who wish to attend in the meeting venue in person or by proxy must

be registered as a shareholder in the share register prepared by Euroclear Sweden AB on Tuesday 6 August 2024; and

give notice of participation in the Extraordinary General Meeting to the Company no later than Thursday 8 August 2024.

The notice of participation can be made through Corem’s website, www.corem.se, by post to address Corem Property Group AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by phone 08-402 91 33. The notice of participation must state name, address, telephone number, personal ID number or company registration number, and, if applicable, assistants at the Extraordinary General Meeting.

If a shareholder will be represented by a proxy, a written and dated power of attorney for the proxy must be issued and signed by the shareholder. If a power of attorney has been issued by a legal person, a certificate of registration for the legal person or other corresponding authorisation document must also be attached to the power of attorney. In order to facilitate the registration to the Extraordinary General Meeting, the original power of attorney and, when applicable, the certificate of registration, should be submitted to the Company in good time in advance to the Extraordinary General Meeting to the address set forth above. A form of proxy is available on the Company’s website, www.corem.se.

Participation by postal voting

Shareholders who wish to participate in the Extraordinary General Meeting by postal voting must

be registered as a shareholder in the share register prepared by Euroclear Sweden AB on Tuesday 6 August 2024; and

give notice of participation in the Extraordinary General Meeting by casting a postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than Thursday 8 August 2024.

A special form shall be used for postal voting. The postal voting form is available on Corem’s website, www.corem.se. The completed and signed postal voting form, including any attachments, in original should be sent by post to Corem Property Group AB, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to [email protected]. The completed and signed form must be received by Euroclear Sweden AB no later than Thursday 8 August 2024. Shareholders may also submit their postal vote electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/ no later than Thursday 8 August 2024.

Shareholders may not provide special instructions or conditions in the postal vote. If so, the postal vote, in its entirety, is invalid. Further instructions and conditions are included in the postal voting form.

If a shareholder votes by post by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the postal voting form. A form of proxy is available on Corem’s website, www.corem.se. If the shareholder is a legal person, a certificate of registration for the legal person or other corresponding authorisation document shall be attached to the form.

A person who wishes to attend the meeting venue in person or by proxy must give notice in accordance with the instructions stated under Attending the meeting venue in person above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue in person.

Nominee-registered shares

In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a bank or other nominee must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is registered as a shareholder in the share register prepared by Euroclear Sweden AB on Tuesday 6 August 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registrations that have been made no later than Thursday 8 August 2024, will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting.
2. Election of the chairperson of the meeting.
3. Preparation and approval of a voting register.
4. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Resolution regarding approval of the Board of Directors’ resolution, subject to the approval of the Extraordinary General Meeting, on a new share issue of ordinary shares of Class B with deviation from the shareholders' preferential rights.
8. Resolution regarding authorisation for the Board of Directors to resolve on issues of new shares.
9. Closing of the meeting.

Proposals for resolution

Chairperson of the meeting, item 2

The Board of Directors proposes that Patrik Essehorn is elected as chairperson of the Extraordinary General Meeting.

Resolution regarding approval of the Board of Directors’ resolution, subject to the approval of the Extraordinary General Meeting, on a new share issue of ordinary shares of Class B with deviation from the shareholders' preferential rights, item 7

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution, subject to the approval of the Extraordinary General Meeting, from 17 July 2024 on a new share issue of ordinary shares of Class B with deviation from the shareholders’ preferential rights in accordance with the following:

1. The Company’s share capital may be increased by a maximum of SEK 57,291,664 through the new share issue of a maximum of 28,645,832 ordinary shares of Class B.
2. M2 Asset Management AB (publ), Reg. No. 556559-3349, shall, with deviation from the shareholders’ preferential rights, be entitled to subscribe for a maximum of 26,041,666 shares. Gårdarike AB, Reg. No. 556571-6957, shall, with deviation from the shareholders’ preferential rights, be entitled to subscribe for a maximum of 2,604,166 shares. M2 Asset Management AB (publ) and Gårdarike AB are subject to the Swedish Companies Act (2005:551), Chapter 16. Oversubscription cannot occur.
3. Subscription shall be made on a separate subscription list no later than 17 July 2024. The Board of Directors shall have the right to extend the subscription period.
4. The subscription price shall be SEK 9.60 per share, which corresponds to the price determined through the accelerated book-building procedure carried out by Nordea Bank Abp, filial i Sverige, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) on 17 July 2024. The part of the subscription price that exceeds the quota value of the shares shall be added to the non-restricted share premium reserve.
5. Payment for the newly issued shares shall be made in cash no later than 16 August 2024. The Board of Directors shall have the right to extend the payment period.
6. The new shares shall entitle to receive dividends for the first time on the record date set for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.
7. The Company's Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with preferential rights for the Company's shareholders. The Board of Directors considers that the reasons for deviating from the shareholders’ preferential rights are (i) that a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price, particularly in light of the current market volatility and the challenging market conditions, (ii) that the participation in the new share issue by two of the Company’s largest shareholders has had a positive impact on the possibility of simultaneously carrying out the new share issue of 77,560,333 ordinary shares of Class B directed to institutional and other professional investors, and (iii) to carry out a directed issue can be made at lower costs and with less complexity than a rights issue. Furthermore, the reason for including the existing shareholders M2 Asset Management AB (publ) and Gårdarike AB as entitled to subscribe is that the shareholders in question have expressed and shown interest in long-term ownership in the Company, which the Board of Directors considers creates security, stability and favorable conditions for the Company’s growth and is thus deemed to be both beneficial to both the Company and all shareholders. Considering the above, the Board of Directors has made the assessment that a directed issue of ordinary shares of Class B with deviation from the shareholders’ preferential rights is the most favorable alternative for the Company to carry out the capital raise and is in the best interests of all shareholders. The Board of Directors therefore considers that the reasons outweigh the main rule that new share issues should be carried out with preferential rights for the shareholders.
8. Since the subscription price is determined through an accelerated book-building procedure, it is the Board of Directors’ assessment that the subscription price will reflect current market conditions and demand and is therefore on market terms.
9. The Board of Directors, or the person otherwise appointed by the Board of Directors, is authorised to make minor formal adjustments to the issue resolution as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements. 

Authorisation for the Board of Directors to resolve on issues of new shares, item 8

The Board of Directors proposes that the Extraordinary General Meeting resolves to authorise the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, decide on issues of new ordinary shares of Class A, and/or Class B, and/or Class D, and/or preference shares, with or without deviation from the shareholders’ preferential rights.

The number of shares issued pursuant to the authorisation may correspond to an increase in the share capital of no more than ten (10) per cent, based on the total share capital of the Company at the time of the Extraordinary General Meeting on 14 August 2024. The number of ordinary shares of Class A that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class A issued at the time of the Extraordinary General Meeting on 14 August 2024, the number of ordinary shares of Class B that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class B issued at the time of the Extraordinary General Meeting on 14 August 2024, the number of ordinary shares of Class D that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of ordinary shares of Class D issued at the time of the Extraordinary General Meeting on 14 August 2024, and the number of preference shares that may be issued pursuant to the authorisation may not amount to more than ten (10) per cent of the share capital consisting of preference shares issued at the time of the Extraordinary General Meeting on 14 August 2024.

The shares may be subscribed for in cash, by payment in kind, by set-off or on terms that follow from Chapter 2, Section 5 of the Swedish Companies Act.

If the Board of Directors resolves on a new share issue with deviation from shareholders' preferential rights, the reason shall be to: (i) enable the Company to completely or partially finance any future real property investments and/or acquisitions of real property companies by issuing new shares as payment in connection with agreements on acquisition, alternatively to raise capital for such investments and/or acquisitions; and/or (ii) enable the Company to strengthen its financial position and/or create a larger liquidity buffer for financing commitments. A new issue resolved pursuant to the authorisation with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. However, in the event of issues of new preference shares and/or ordinary shares of Class B and/or ordinary shares of Class D that are made with deviation from the shareholders’ preferential rights and which are subscribed for in cash, a market-based issue discount may be given. In the event of preferential rights issues, a market-based issue discount shall be given.

The Board of Directors, or the person otherwise appointed by the Board of Directors, is authorised to undertake such minor adjustments and clarifications of the resolution that may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Number of shares and votes

At the date of this notice, the Company has a total of 1,214,843,614 shares, of which 93,730,797 are ordinary shares of Class A with one vote per share, 1,101,151,713 are ordinary shares of Class B which have one-tenth of a vote per share, 7,545,809 are ordinary shares of Class D which have one-tenth of a vote per share and 12,415,295 are preference shares which have one-tenth of a vote per share. The total number of votes amounts to 205,842,078.7.

2,913,825 ordinary shares of Class A, 35,691,000 ordinary shares of Class B and 42,000 ordinary shares of Class D, corresponding to a total of 6,487,125 votes, are repurchased by the Company as of the date of this notice and cannot be represented at the Extraordinary General Meeting.

Shareholder’s right to receive information

The Board of Directors and the CEO shall, if any shareholder so requests and if the Board of Directors considers that it that it may be done without significant harm to the Company, provide such information at the Extraordinary General Meeting regarding circumstances that may affect the assessment of an item on the agenda or relates to the Company's relation to other companies within the group.

Majority requirements

The resolution of the Extraordinary General Meeting in accordance with item 7, is valid only if such resolution is approved by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the Extraordinary General Meeting. The resolution of the Extraordinary General Meeting in accordance with item 8, is valid only if such resolution is approved by shareholders holding at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Documentation

The Board of Directors’ complete proposals to resolutions with related documents, are available at the Company’s head office on Riddargatan 13 C in Stockholm, and on the Company’s website, www.corem.se, no later than three weeks prior to the Extraordinary General Meeting. The documents will also be sent to shareholders that request it and states its postal address or e-mail.

Processing of personal data

For information on how your personal data is processed in connection with the Extraordinary General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. The personal data will only be used for the Extraordinary General Meeting on 14 August 2024 and will not be used for any other purpose.

                    

Stockholm in July 2024

Corem Property Group AB (publ)

The Board of Directors

 

For further information, please contact

Patrik Essehorn, chairman of the Board of Directors, + 46 (0) 70-882 03 75, [email protected]
Eva Landén, deputy CEO, +46 (0)10-482 76 50, [email protected]

 

Corem Property Group AB (publ)
Box 56085, SE-102 17 Stockholm
Visit: Riddargatan 13 C
Corp ID no: 556463-9440

www.corem.se

 

Corem Property Group AB (publ) is a real estate company that sustainably owns, manages and develops commercial properties in metropolitan and growth areas. Corem Property Group AB (publ) is listed on Nasdaq Stockholm, Large Cap. Further information is available at www.corem.se.

 

This press release has been published in Swedish and English. In the event of any discrepancy between the language versions, the Swedish language version shall prevail.