The shareholders of John Mattson Fastighetsföretagen AB (publ), 556802-2858 (“John Mattson” or the “Company”) are hereby given notice of the annual general meeting (the “AGM”) on Thursday 23 April 2026 at 14:00 in Malmstensalen at Campus Lidingö (Malmstenskolan), Larsbergsvägen 8, Lidingö, Sweden. Entry and registration commences at 13:30.
Right to participate at the AGM
Shareholders wishing to participate at the AGM 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 their shares in their own name with Euroclear. As stated above, the nominee must have completed the voting right registration with Euroclear in such time that the registration is effected on Friday, 17 April 2026. 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 AGM themselves or by proxy shall notify the Company of their intent to participate not later than on Friday, 17 April 2026. 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 (not more than two) who are attending the AGM.
Shareholders represented by a proxy must submit a written, 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 registration or equivalent authorisation document, should be sent to the Company by e-mail to [email protected] or at the above stated address well in advance of the AGM. 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 template power of attorney is available on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance).
Personal data
For information on how your personal data is processed in relation to the AGM, 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
Proposals from the Board of Directors and the Nomination Committee
Proposal for election of a chairman of the meeting (item 2)
The Nomination Committee proposes that the Chairman of the Board, Per-Gunnar (P-G) Persson, or, if he is not present, the person designated by the Board, is elected as the Chairman of the meeting.
Proposal for the appropriation of the Company’s result in accordance with the adopted balance sheet (item 8 b)
The Board proposes that a dividend of SEK 0.25 per share be paid for the 2025 financial year and that Monday 27 April 2026 is the record date for the dividend.
If the meeting resolves in accordance with the Board’s proposal, payment of the dividend is expected to be made on Thursday 30 April 2026 through Euroclear.
Proposal for the number of Board members and auditors, the fees to be paid to members of the Board and the auditor, and the election of members of the Board and auditor (items 9–11)
The Nomination Committee proposes the following for the period until the close of the next AGM:
Proposal for resolution on approval of the Board’s remuneration report (item 12)
The Board of Directors’ remuneration report for 2025 provides an overview of how the guidelines for remuneration of senior executives, have been implemented during 2025. The remuneration report also includes information on remuneration to the Company’s CEO. The remuneration report has been prepared in accordance with Chapter 8, Section 53 a, of the Swedish Companies Act (2005:551) and the Rules on Remuneration of the Board and Executive Management and on Incentive Programmes issued by the Stock Market Self-Regulation Committee, and will be made available on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance) not later than three weeks ahead of the meeting.
The Board of Directors proposes that the AGM approves the remuneration report.
Proposal for resolution on authorisation for the Board to resolve on issues of new shares (item 13)
The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to, for the period until the next AGM on one or several occasions, decide on the issue of new shares corresponding to a maximum of ten (10) per cent of the Company’s share capital with or without deviation from the shareholders’ preferential rights. Furthermore, the proposal entails that an issue may be made against cash payment, by set-off or by contribution in kind. In the case of deviations from the shareholders’ preferential rights, the shares will be issued at market terms and conditions. The objective of the Board’s proposal is to enable the Company to, fully or in part, finance any future property investments and/or acquisitions of property companies/operations through the issue of shares as payment in conjunction with acquisition agreements or alternatively to raise capital for such investments and/or acquisitions.
Proposal for resolution on authorisation for the Board to resolve on acquisitions of own shares (item 14)
The Board of Directors proposes that the AGM resolves to authorise the Board of Directors to resolve on acquisitions of the Company’s own shares on the following terms and conditions:
The Board of Directors shall have the right to decide on other terms and conditions for acquisitions of own shares in accordance with the authorisation.
The purpose of the authorisation is to enable the Board of Directors to optimise and improve the capital structure of the Company, thereby creating additional shareholder value.
Proposal for resolution on (A) reduction of the share capital through cancellation of repurchased shares and (B) increase of the share capital through bonus issue without issue of new shares (item 15)
Background and reasons
The Company has, following a resolution by the Board of Directors based on the authorisation granted by the 2025 Annual General Meeting, acquired 785,301 of its own shares and holds a total of 785,301 of its own shares as of 20 March 2026. The Board of Directors proposes that the shares held by the Company are cancelled in accordance with the proposals in items (A) – (B) below.
Item (A) – Reduction of the share capital through cancellation of repurchased shares
The Board of Directors proposes that the meeting resolves that the Company’s share capital shall be reduced by SEK 261,767.000484 through cancellation of 785,301 shares held by the Company. The purpose of the share capital reduction is allocation to unrestricted equity. The shares shall be cancelled without consideration.
The reduction of the share capital can be implemented without authorisation from the Swedish Companies Registration Office or a court of general jurisdiction since the Company is simultaneously carrying out a bonus issue in accordance with item (B) below, meaning that neither the Company’s restricted equity nor share capital decreases.
Item (B) – Increase of the share capital through bonus issue without issue of new shares
The Board of Directors proposes that the meeting resolves to increase the Company’s share capital by SEK 261,767.000484 through a bonus issue for the purpose of restoring the share capital to its original level following the completed reduction of the share capital in accordance with item (A) above. The amount by which the share capital is increased with shall be transferred from the Company’s unrestricted equity and no new shares shall be issued in connection with the increase of the share capital. Following the completed bonus issue, the Company’s share capital will thus be equivalent to the share capital before the reduction in accordance with item (A) above.
Authorisation
The Board of Directors proposes that the Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution in accordance with items (A) – (B) that may be required for registration with the Swedish Companies Registration Office and Euroclear.
Conditions
The Board of Directors’ proposals under items (A) – (B) are conditional upon each other and shall be adopted as one resolution.
Majority requirements
Resolutions in accordance with the Board’s proposals under items 13, 14 and 15 on the proposed agenda require the support of shareholders who represent at least two thirds (2/3) of the votes cast as well as the shares represented at the meeting.
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 75,793,930. The Company holds 785,301 of its own shares as of the date of this notice.
Documents
Documents which shall be made available prior to the AGM will be available at the Company’s offices at Larsbergsvägen 10, SE-181 39 Lidingö and on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance) not later than three weeks prior to the AGM. The documents will be sent free of charge to shareholders who so request and who state their postal address. Such request can be sent to the contact details set out under the heading “Notification to the meeting” above. The relevant documents will also be presented at the AGM.
Shareholders’ right to request information
If a shareholder at the AGM requests it and, according to the Board of Directors, it will not result in material damage to the company or significant inconvenience to any individual, the Board of Directors and the CEO are obliged to provide information concerning conditions that could influence the assessment of an item on the agenda and conditions that could influence assessments of the financial position of the Company. This disclosure obligation applies equally to the Company’s relationship with other Group companies, the consolidated accounts and such circumstances pertaining to subsidiaries as those referred to in the preceding sentence.
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Lidingö in March 2026
John Mattson Fastighetsföretagen AB (publ)
The Board of Directors
Published on February 12 2026
