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Notice to attend the Annual General Meeting of John Mattson Fastighetsföretagen AB (publ)

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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 18 April 2024 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 AGM

Shareholders wishing to participate at the AGM must:

  • be entered in the share register maintained by Euroclear Sweden AB (”Euroclear”) on Wednesday 10 April 2024, 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 Friday 12 April 2024; and
  • notify the Company of their intention to attend the AGM in accordance with the instructions under the heading “Notification of attendance” below not later than on Friday 12 April 2024.

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 12 April 2024. Such re-registration should be requested from the nominee in good time prior to 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 12 April 2024. Notification of attendance can be made:

  • electronically on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance), or
  • by mail to Computershare AB, ”John Mattson Fastighetsföretagen AB’s AGM”, P.O. Box 5267, SE-102 46 Stockholm, or
  • by telephone +46-771-24 64 00, or
  • by e-mail to proxy@computershare.se.

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 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 proxy@computershare.se 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

  1. Opening of the meeting.
  2. Election of a chairman of the meeting.
  3. Election of one or two persons to verify the minutes.
  4. Preparation and approval of the voting list.
  5. Approval of the agenda.
  6. Determination of whether the meeting has been duly convened.
  7. Presentation of the annual accounts and consolidated accounts, and the auditor’s report and auditors’ report on the consolidated accounts.
  8. Resolutions regarding:
  1. the adoption of the income statement and balance sheet, and the consolidated income statement and the consolidated balance sheet;
  2. the appropriation of the Company’s result in accordance with the adopted balance sheet; and
  3. the discharge of the members of the Board of Directors and of the CEO from liability.
  1. Determination of the number of Board members and auditors.
  2. Determination of fees to be paid to the Board members and the auditor.
  3. Election of members of the Board and auditor.
  4. Resolution on approval of the Board’s remuneration report.
  5. Resolution on principles for the appointment of the Nomination Committee and the instruction for the Nomination Committee.
  6. Resolution on authorisation for the Board to resolve on issues of new shares.
  7. Closing of the meeting.

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 no dividend be paid for the 2023 financial year and that the funds available for appropriation by the AGM be carried forward.

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:

  • The Board of Directors is to have seven (7) members with no deputies.
  • The Company is to have one (1) registered auditing firm as auditor.
  • Director’s fees, for the period until the close of the next AGM, shall amount to SEK 415,000 to the Chairman of the Board, SEK 250,000 to the Deputy Chairman of the Board, and SEK 200,000 to each of the other Board members elected by a general meeting.
  • Fees to members of the Audit and Finance Committee shall amount to SEK 60,000 to the Committee Chairman and SEK 27,500 to each of the other Committee members.
  • The auditor’s fee is to be paid in accordance with invoices approved by the Company.
  • The re-election of Per-Gunnar (P-G) Persson, Johan Ljungberg, Håkan Blixt, Christer Olofsson, Ingela Lindh, Åsa Bergström and Katarina Wallin to the Board for the period until the close of the next AGM.
  • The re-election of Per-Gunnar (P-G) Persson as Chairman of the Board and the re-election of Johan Ljungberg as Deputy Chairman of the Board for the period until the close of the next AGM.
  • The re-election of Ernst & Young Aktiebolag as the Company’s auditor and that no deputy auditor is appointed for the period until the close of the next AGM. Ernst & Young Aktiebolag has stated that if Ernst & Young Aktiebolag is appointed, Katrine Söderberg will be the auditor-in-charge.

Proposal for resolution on approval of the Board’s remuneration report (item 12)

The Board of Directors has not proposed any amendments to the guidelines for remuneration to the senior executives which were adopted by the AGM in 2022.

The Board of Directors’ remuneration report for 2023 provides an overview of how the guidelines for remuneration of senior executives, which were adopted by the AGM held on 21 April 2022, have been implemented during 2023. 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 issued by the Stock Market Self-Regulation Committee.

No deviations from the established process to determine remuneration for senior executives in accordance with the guidelines for remuneration of senior executives have occurred during 2023.

The remuneration report for 2023 will be made available on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance) not later than on Thursday 28 March 2024.

The Board of Directors proposes that the AGM approves the remuneration report.

Proposal for resolution on principles for the appointment of the Nomination Committee and the instruction for the Nomination Committee (item 13)

The Nomination Committee proposes that the principles for the appointment of the Nomination Committee and the instructions for the Nomination committee which were first adopted by the AGM 2023 shall remain in effect until further notice. These are available on the Company’s website (https://corporate.johnmattson.se/en/corporate-governance/general-meeting/general-meetings/annual-general-meeting-2023/).

Proposal for resolution on authorisation for the Board to resolve on issues of new shares (item 14)

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.

The resolution to authorise the Board of Directors to resolve on issues of new shares 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.

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. No shares are held by the Company itself.

Complete proposals, etc.

Complete proposals for resolutions and other documents which shall be made available prior to the AGM in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code 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 on Thursday 28 March 2024. 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. All of the documents listed above will 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, March 2024
John Mattson Fastighetsföretagen AB (publ)
Board of Directors

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