NOTICE OF EXTRAORDINARY GENERAL MEETING OF MAGNOLIA BOSTAD AB
By request of F Holmström Holding 6 AB (“FHH”) and its owners F. Holmström Fastigheter AB and funds and entities managed or advised by Areim AB, which after the completion of its public tender offer to all shareholders in Magnolia Bostad AB, owns over 90 percent of the total number of shares and votes in Magnolia Bostad, an Extraordinary General Meeting of Magnolia Bostad AB will be held on Friday 17 September 2021.
The Meeting will be carried out through advance voting (postal voting). No Meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the Meeting will be held without physical presence. Information on the resolutions passed at the Meeting will be published on Friday 17 September 2021, as soon as the result of the voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the Meeting through advance voting must
- be entered as a shareholder in the share register kept by Euroclear Sweden AB no later than on Thursday 9 September 2021, and
- notify by casting its advance vote in accordance with the instructions under the heading Advance voting below so that the advance voting form is received by Magnolia Bostad no later than on Thursday 16 September 2021.
NOMINEE REGISTERED SHARES
To be entitled to attend the Meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB on Monday 13 September 2021. Such registration may be temporary.
ADVANCE VOTING
The shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company’s website, https://om.magnoliabostad.se/en. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Magnolia Bostad no later than on Thursday 16 September 2021. The form shall in due time be submitted to Magnolia Bostad AB, Att: Hanna Jessing, Sturegatan 6, Box 5853, 102 40 Stockholm, or via e-mail to bolagsstamma@magnoliabostad.se. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the Meeting decides on it or if shareholders of at least one tenth of all shares in the Company requests it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. Forms of power of attorney in Swedish and English are available on the Company’s website, https://om.magnoliabostad.se/en. A power of attorney may also be obtained at the Company. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended to the advance voting form. The power of attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power of attorney (although no longer than five years from the date of issue).
Further instructions and conditions are included in the advance voting form.
For questions about the Meeting or to have the advance voting form or any power of attorney sent by post, please contact the Company per e-mail bolagsstamma@magnoliabostad.se.
PROPOSED AGENDA
- Opening of the Meeting
- Election of Chair of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Meeting has been duly convened
- Resolution on the number of directors
- Election of new directors and chair of the board
- Resolution on board remuneration
- Closing of the Meeting
PROPOSALS
Election of Chair of the Meeting (item 2)
The Board of Directors proposes that Fredrik Holmström be elected as Chair of the Meeting, or if Fredrik Holmström is prevented from attending, the person the Board of Directors proposes instead.
Preparation and approval of the voting list (item 3)
The voting register proposed to be approved is the voting list drawn up by Euroclear Sweden AB on behalf of the Company, based on the share register and received advance votes, and verified and approved by the persons approving the minutes.
Election of one or two persons to approve the minutes (item 5)
Emma Greiff, or if she is prevented from attending, the person instead appointed by the Board of Directors, is proposed to be elected to approve the minutes of the Meeting together with the Chair. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.
FHH has submitted the following proposals to the extraordinary general meeting regards to items 7–9.
Resolution on the number of directors (item 7)
FHH proposes that the Board of Directors shall consist of six Directors.
Election of new directors and chair of the board (item 8)
FHH proposes that the current Board of Directors is removed and that Erika Olsén, Johan Bengtsson, Therese Rattik, Erik Rune, Fredrik Tibell and Fredrik Holmström are elected to the Board of Directors until the close of the next Annual General Meeting. Furthermore, it is proposed that Fredrik Holmström is elected as the chair of the Board.
Information about the proposed Directors can be found at website https://om.magnoliabostad.se.
Resolution on board remuneration (item 9)
FHH proposes that:
- the Board renumeration in accordance with resolution from the Annual General Meeting on 27 April 2021 shall be paid to the resigning Directors of the Board and the chair of the Board with one twelfth for each started month of the term between the Annual General Meeting and the Extraordinary General Meeting; and
- no Board renumeration shall be paid to the Directors elected at the Extraordinary General Meeting until the close of the next Annual General Meeting.
DOCUMENTS
Documents pertaining to the Meeting are available at the Company at Sturegatan 6 in Stockholm, and on the Company’s website https://om.magnoliabostad.se/en and will be sent, immediately and free of charge to those shareholders who request it and provide their postal address. All documents, including the share register, is presented by being available in this way.
NUMBER OF SHARES AND VOTING RIGHTS
The total number of shares in the Company as of the date of this notice is 37,822,283 shares, representing a total of 37,822,283 voting rights. At the same date, the Company does not hold any own shares.
INFORMATION
Shareholders are entitled to request information regarding items on the agenda or the Company’s financial situation in accordance with Chapter 7, Section 32 and Section 57 of the Swedish Companies Act. Requests for such information shall be submitted in writing to the Company, Magnolia Bostad AB, Box 5853, 102 40 Stockholm, or by e-mail to bolagsstamma@magnoliabostad.se no later than on Tuesday 7 September 2021. The information is provided by being made available at the Company at Sturegatan 6 in Stockholm and on the Company's website, https://om.magnoliabostad.se/en no later than on Sunday 12 September 2021. The information is also sent within the same time to the shareholder who has requested it and provided its postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
__________
Stockholm in August 2021
Magnolia Bostad AB (publ)
The Board of Directors
Magnolia Bostad AB, CIN 556797–7078, is a leading urban developer that develops new residential properties primarily rental apartments but also tenant-owned apartments, community service properties and hotels, in attractive locations in Sweden's growth areas and major cities. Housing is being developed both for sale and for self-management. Our work is based on a holistic approach where the operations are conducted in a way that promotes long-term, sustainable urban development. Magnolia Bostad's shares (MAG) are listed on Nasdaq Stockholm. More information is available at www.magnoliabostad.com