Notice to attend the Extraordinary General Meeting of John Mattson Fastighetsföretagen AB (publ)
The shareholders of John Mattson Fastighetsföretagen AB (publ), reg. no. 556802-2858 (“John Mattson” or the “Company”), are hereby given notice of the Extraordinary General Meeting (the “EGM”) on 21 November 2023 at 2:00 p.m. in Malmstensalen at Campus Lidingö (Malmstenskolan), Larsbergsvägen 8, Lidingö. Entry and registration commences at 1:30 p.m.
Right to participate at the EGM
Shareholders wishing to participate at the EGM must:
- be entered in the share register maintained by Euroclear Sweden AB ("Euroclear") on 13 November 2023, or alternatively, if the shares are nominee-registered, request that the nominee ensures that the shares are registered for voting purposes in such time that the registration is effected on 15 November 2023; and
- notify the Company of their intention to participate at the EGM in accordance with the instructions under the heading "Notification of attendance" below no later than 15 November 2023.
Shares held by nominees
In addition to notification of attendance, shareholders with nominee-registered shares (e.g., shares in a custody account with a bank) must temporarily re-register the shares in their own name with Euroclear. As stated above, the nominee must have completed the voting rights registration with Euroclear in such time that no later than 15 November 2023. Such re-registration should be requested from the nominee well in advance of this date and in accordance with the nominee's instructions.
Notification of attendance
Shareholders who wish to participate in the EGM themselves or by proxy shall notify the Company of their intent to participate no later than 15 November 2023. Notification of attendance can be made:
- electronically through the Company's website (https://corporate.johnmattson.se/en/corporate-governance), or
- by mail to Computershare AB, "John Mattson Fastighetsföretagen AB's EGM", P.O. Box 5267, SE-102 46 Stockholm, or
- by telephone + 46-771-24 64 00, or
- by e-mail to [email protected].
Notification is to include the shareholder's full name, personal/corporate identification number, address, telephone number and, if applicable, the number of accompanying advisors (no more than two) who are attending the general meeting.
Shareholders represented by a proxy must submit a signed and dated power of attorney for the proxy. A copy of the power of attorney and, for legal entities, copies of the certificate of incorporation or equivalent authorisation, should be sent to the Company at the above address or by e-mail to [email protected] well in advance of the general meeting. The power of attorney may not be older than one year, unless it states that it is valid for an extended period of time, in which case not more than five years. A form of power of attorney is available on the Company's website (https://corporate.johnmattson.se/en/corporate-governance).
Personal data
For information on how personal data is processed in relation with the EGM, please refer to Euroclear's and Computershare AB's respective privacy policies that are available on their respective websites (https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English).
Proposed agenda
- Opening of the meeting.
- Election of a chairman of the meeting.
- Election of one or two persons to verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Resolution on amendments to the articles of association.
- Resolution on subsequent approval of the Board of Directors’ resolution on a new issue of shares.
- Resolution to authorise the CEO to decide on adjustment of the resolutions.
- Closing of the meeting.
Proposals from the Board of Directors
Election of a chairman of the meeting (item 2)
The Board of Directors proposes that the Chairman of the Board, P-G Persson, or, if he is not present, the person designated by the Board, is elected the Chairman of the meeting.
Resolution on amendments to the articles of association (item 7)
The Board of Directors proposes that the EGM resolves to amend the articles of association in accordance with the following.
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital may amount to not less than SEK 10,000,000 and not more than SEK 40,000,000. | The share capital may amount to not less than SEK 18,000,000 and not more than SEK 72,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares may amount to not less than 10,500,000 and not more than 42,000,000. | The number of shares may amount to not less than 54,000,000 and not more than 216,000,000. |
A resolution concerning amendments to the articles of association requires the support of shareholders who represent at least two thirds (2/3) of the cast votes as well as the shares that are represented at the meeting. The resolution is furthermore conditional upon that the meeting has resolved on the subsequent approval of the Board of Directors' resolution on a new issue of shares in accordance with item 8.
Resolution on subsequent approval of the Board of Directors’ resolution on a new issue of shares (item 8)
The Board of Directors proposes that the EGM resolves on a subsequent approval of the Board of Directors' resolution on 18 October 2023 on a new issue of shares with preferential rights for the shareholders mainly on the following terms.
- The share capital shall be increased through a new issue of shares whereby shareholders shall have preferential rights to subscribe for new shares in proportion to the number of shares held on the record date.
- The record date for receiving subscription rights is 23 November 2023. The shares in John Mattson are traded, including the right to receive subscription rights, up to and including 21 November 2023. The shares are traded without the right to subscription rights from and including 22 November 2023.
- The Board of Directors, or the person appointed by the Board of Directors, is authorised to resolve no later than 15 November 2023 on (i) the maximum amount by which the Company's share capital shall be increased, (ii) the maximum number of shares to be issued, and (iii) the amount to be paid for each share.
- Subscription of shares with subscription rights shall be made by cash payment during the subscription period from and including 27 November 2023 up to and including 11 December 2023. Application for subscription of shares without subscription rights shall be made during the same period. Subscription shall in such case be made on a separate subscription list, but no later than the third banking day after the issuance of the contract note. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with the instructions on the contract note. Payment for shares subscribed for without subscription rights by those who have guaranteed the new issue in accordance with a special agreement with the Company shall be paid in cash in accordance with instructions in such agreement, but no later than 19 December 2023.
- The Board of Directors shall be entitled to extend the subscription period, which in such case shall be announced no later than 11 December 2023.
- If not all shares are subscribed for with subscription rights, the Board of Directors shall, within the framework of the maximum amount of the new issue, resolve on allotment of shares subscribed for without subscription rights as set out below.
- Primarily, allotment shall be made to those who have applied for subscription and subscribed for shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not and in case of oversubscription, in proportion to the number of exercised subscription rights and, to the extent this cannot be done, by drawing lots.
- Secondly, allotment shall be made to others who have applied for subscription without subscription rights and, in case of oversubscription, in relation to the number of shares stated in the respective subscription application and, to the extent this cannot be done, by drawing lots.
- Thirdly, allotment shall be made to AB Borudan Ett and Tagehus Holding AB according to their respective guarantee commitments.
- The new shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the new issue has been registered by the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear.
This resolution on subsequent approval of the Board of Directors' resolution on a new issue of shares is conditional upon the general meeting also having resolved to amend the articles of association in accordance with item 7.
Resolution to authorise the CEO to decide on adjustment of the resolutions (item 9)
The Board of Directors proposes that the EGM authorises the CEO, or the person otherwise appointed by the CEO, to make minor adjustments and clarifications to the resolutions adopted at the meeting to the extent necessary for the registration and execution of the resolutions.
Total number of shares and votes in John Mattson
At the time this notice was issued, the total number of shares and votes in John Mattson was to 37,896,965. No shares are held by the Company itself.
Documents
Complete proposals for resolutions and other documents which shall be made available prior to the meeting in accordance with the Swedish Companies Act will be available at the Company and on the Company's website (https://corporate.johnmattson.se/en/corporate-governance) no later than 31 October 2023. The documents will be sent free of charge to shareholders who so request and who state their postal address. All of the documents listed above will be presented at the EGM.
Shareholders' right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material damage to the Company, provide information concerning conditions that could influence the assessment of an item on the agenda.
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Lidingö, October 2023
John Mattson Fastighetsföretagen AB (publ)
Board of Directors
