AGM Information • Oct 18, 2023
AGM Information
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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.
Shareholders wishing to participate at the EGM must:
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.
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).
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.
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 | The share capital may amount to not less than |
| SEK 10,000,000 and not more than SEK | SEK 18,000,000 and not more than SEK |
| 40,000,000. | 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.
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 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.
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.
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.
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
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