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The information on this part of John Mattson Fastighetsföretagen AB (publ)'s (the ”Company”) website is only intended for, and may only be accessed by, distributed or disseminated, directly or indirectly, in whole or in part, to the general public in Sweden and to institutional investors in Sweden and abroad in accordance with applicable rules and exemptions. The information on this part of the Company's website does not constitute an offer to sell, or the solicitation of an offer to buy, shares or other securities in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States of America or any other jurisdiction where such action may constitute a violation of local securities laws or regulations in such jurisdiction.
No subscription rights, paid subscribed shares or shares in the Company (together ”Securities”) have been or will be registered under the United States Securities Act of 1933, as amended (the ”Securities Act”), or the securities laws of any state or other jurisdiction in the United States of America and the Securities may not, directly or indirectly, be used, offered, sold, resold, delivered or otherwise transferred in or into the United States of America except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with the applicable securities laws of any state or other jurisdiction of the United States of America. The securities are being offered outside the United States of America in reliance on Regulation S of the Securities Act. The information on this part of the website may only be distributed to and directed only at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the ”Order”) or (iii) high net-worth entities within the meaning of section 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (all such persons together being referred to as ”relevant persons”). The information contained in this section of the website is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Within the European Economic Area (”EEA”), no public offering of shares is being made in jurisdictions other than Sweden. In other member states of the EEA in which Regulation (EU) 2017/1129 of the European Parliament and of the Council (the ”Prospectus Regulation”) applies, directly or by implementation, such an offer can only be made in accordance with exemptions in the Prospectus Regulation.
The information on this part of the website is marketing material and does not constitute a prospectus under the Prospectus Regulation.
A prospectus prepared in accordance with the Prospectus Regulation and approved by the Swedish Financial Supervisory Authority is expected to be published by the Company and will, upon publication, be available on the Company's website and be subject to legal restrictions. Investors should not subscribe for Securities on the basis of information other than the information contained in the prospectus.
Within the EEA, the information on this part of the website is only addressed to, those who according to the Prospectus Regulation are to be considered as qualified investors in the respective member state.
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I hereby confirm that:
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:
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:
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).
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).
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.
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.
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