The shareholders of Intea Fastigheter AB (publ), corp. reg. no. 559027-5656, (“the Company”) are hereby invited to attend the Annual General Meeting (AGM) on Wednesday 18 May 2022 at 12.00 noon at I Know a Place, located at Mäster Samuelsgatan 45, Floor 17, 111 57 Stockholm.

It will also be possible to attend the AGM digitally. Instructions for digital participation will be sent separately to all shareholders entitled to attend the Annual General Meeting, as described under the heading “Right to attend” below."Right to attend"below.

"Right to attend"
In order to be eligible to attend the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB on 10 May 2022. Shareholders wishing to attend the Annual General Meeting must also notify the Company of this by no later than 12 May 2022. Notification of intention to attend is made:

by letter to: Intea Fastigheter AB (publ), Sergels torg 12, 111 57 Stockholm
or by email to: info@intea.se.

The notification must state the name/company name, personal or corporate registration number, address, telephone number and shareholding, as well as any proxies or assistants. Shareholders may bring a maximum of two assistants, provided that notification of their attendance is provided as defined above.

Shares registered with a nominee
In order to be entitled to attend the Annual General Meeting, shareholders whose shares are registered in the name of a nominee through a bank or other nominee must have their shares registered in their own name so that they are registered in the share register maintained by Euroclear Sweden AB on 10 May 2022. Such registration may be temporary (known as voting registration) and can be requested from the nominee in accordance with the nominee’s procedures, at such a time in advance as the nominee specifies. Voting registrations made by no later than the second business day after 10 May 2022 are taken into account in the generation of the share register.

Proxy and power of attorney forms
Shareholders represented by a proxy must issue a written and dated power of attorney for the proxy. The power of attorney may not be issued earlier than one year before the date of the Annual General Meeting, unless the power of attorney specifies a longer period of validity, which may not be more than five years from the date of issue. The original power of attorney, together with the registration certificate and other authorisation documents confirming the authorised representative, must have been received by the Company by email to info@intea.se or by post to Intea Fastigheter AB (publ), Sergels torg 12, 111 57 Stockholm, Sweden by no later than 12 May 2022.

Power of attorney forms are available from the Company and on the Company’s website, www.intea.se, and are sent upon request to shareholders who provide their postal address. www.intea.seand are sent upon request to shareholders who provide their postal address.

Proposed agenda

  1. Opening of the Annual General Meeting
  2. Election of the Chair of the Annual General Meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda for the Annual General Meeting
  5. Election of one or two members to check the minutes
  6. Examination of whether the Annual General Meeting has been duly convened
  7. Presentation of the annual accounts, the audit report, the consolidated accounts and the audit report on the consolidated accounts
  8. Resolutions regarding
    a) adoption of the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet;
    b) appropriation of the Company's profit or loss as shown in the balance sheet adopted; and
    c) discharge from liability to the Company of the members of the Board of Directors and the Chief Executive Officer.
  9. Determination of the number of directors, auditors and deputy auditors
  10. Election of the directors, auditors and deputy auditors
  11. Determination of the fees to be paid to the Board of Directors and the auditors
  12. Resolution regarding guidelines for remuneration of senior executives
  13. Resolution authorising the Board of Directors to decide on a new issue of ordinary class B and/or class D shares in connection with a listing
  14. Resolution authorising the Board of Directors to decide on the issuing of ordinary class B and/or class D shares, as well as warrants and/or convertibles with the right to subscribe to shares for these or convert these into shares
  15. Closing of the Annual General Meeting

Proposed resolutions

Item 2 – Election of the Chair of the Annual General Meeting
The Nomination Committee proposes that Charlotta Wallman Hörlin, or another person appointed by the Board instead of her if she is unable to attend, be appointed Chair of the Annual General Meeting.

Item 8 b – Resolution regarding appropriation of the Company's profit or loss as shown in the balance sheet adopted.
The Board of Directors proposes a dividend of SEK 0.50 per class A and class B ordinary share. The Board of Directors also proposes a dividend of SEK 2.00 per class D ordinary share with a payment of SEK 0.50 per class D ordinary share each quarter.

The Board of Directors proposes 20 May 2022 as the record date for dividends on class A and class B ordinary shares. The dividend is expected to be paid through Euroclear Sweden AB on the third working day after the record date.

The Board of Directors proposes that the record dates for dividends on class D ordinary shares are Thursday 30 June 2022, Friday 30 September 2022, Friday 30 December 2022 and Friday 31 March 2023. The dividend is expected to be paid through Euroclear Sweden AB on the third working day after the respective record date.

Item 9 – Determination of the number of directors, auditors and deputy auditors

The Nomination Committee proposes that the number of directors remains unchanged at seven.

The Nomination Committee proposes that a registered auditing firm be appointed as the auditor, without any deputies.

Item 10 – Election of the directors, auditors and deputy auditors
The Nomination Committee proposes the re-election of the directors Caesar Åfors, Håkan Sandberg, Mattias Grahn, Håkan Hellaeus, Kristina Alvendal, Pernilla Ramslöv and Christian Haglund for the period until the end of the next Annual General Meeting. The Nomination Committee proposes the re-election of Caesar Åfors as Chair of the Board.

The Nomination Committee proposes the re-election of the registered auditing firm KPMG AB as the auditor for the period until the end of the next Annual General Meeting. KPMG AB has announced that Peter Dahllöf, Authorised Public Accountant, will be appointed as the auditor in charge.

Item 11 – Determination of the fees to be paid to the Board of Directors and the auditors
The Nomination Committee proposes that the total fees payable to the Board of Directors shall amount to SEK 2,600,000 (in 2021 the determined fees amounted to SEK 1,675,000), distributed as follows:

  • SEK 500,000 to the Chair of the Board (in 2021 the decided fee was SEK 475,000); and
  • • SEK 350,000 each to the six other Board members elected by the Annual General Meeting (in 2021, the decided fees were SEK 350,000 to independent Board members, SEK 200,000 to investor-appointed Board members and no fees to Board members active in the Company).

No additional fees shall be paid for committee work.

The Nomination Committee proposes that the auditor’s fees be paid according to the approved invoice.

Item 12 – Guidelines for remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting passes a resolution on guidelines for remuneration of senior executives of the Company as defined below. The proposed guidelines are consistent with the guidelines adopted at the Extraordinary General Meeting of the Company held on 13 October 2021.

Guidelines for remuneration to senior executives
These guidelines shall apply to the remuneration of the Chief Executive Officer, the Deputy Chief Executive Officer, other members of the Executive Committee and, where applicable, the remuneration of the members of the Board of Directors in addition to director’s fees. The guidelines shall apply to remuneration that is agreed, and changes made to remuneration already agreed, after the guidelines have been adopted by the General Meeting. The guidelines do not cover remuneration approved by the General Meeting.

The remuneration of the Chief Executive Officer (CEO) is prepared by the Remuneration Committee and determined by the Board of Directors at an ordinary Board meeting that is not attended by the CEO. The Board of Directors instructs the CEO to make arrangements with other senior executives in accordance with the guidelines adopted below. The remuneration levels etc. for the other senior executives as proposed by the CEO are subject to approval by the Remuneration Committee.

The supporting of the Company's business strategy, long-term interests and sustainability provided by the guidelines
Successful implementation of the Company's business strategy and the safeguarding of the Company's long-term interests, including its sustainability, requires the Company to be able to recruit and retain skilled employees. In order to do so, the Company must be able offer competitive remuneration, which these guidelines allow.

Variable cash remuneration falling within the scope of these guidelines shall be aimed at supporting the Company's business strategy and long-term interests, including its sustainability.

Forms of remuneration
The Company shall offer market-based levels of remuneration and terms and conditions of employment in order to retain and, where required, attract and recruit senior executives with the required qualities, skills and experience. Furthermore, the remuneration shall contribute to the fulfilment of the Company's objectives and be consistent with the interests of the shareholders. Remuneration to the Company's management is paid mainly in the form of cash salary, customary benefits and pension. Remuneration may be a combination of fixed and variable remuneration.

Fixed salary
The fixed salary shall be deemed to represent fair market remuneration for work performed satisfactorily.

Variable remuneration
Any variable remuneration shall be subject to fulfilment of annually established criteria. Such criteria may consist of well-defined targets for the financial performance of the Company or its subsidiaries or the like, and shall be designed in such a way as to promote the Company's business strategy, long-term interests and sustainability.

Any variable remuneration may not exceed 30 percent of the fixed annual salary in any one financial year.

Fulfilment of the criteria for the payment of variable remuneration must be measurable over a period of one year. At the end of the measurement period for fulfilment of the criteria for payment of variable remuneration, the extent to which the criteria have been fulfilled shall be assessed. The Remuneration Committee is responsible for carrying out this assessment. As far as financial targets are concerned, the assessment shall be based on the latest financial information published by the Company.

In addition, the Board shall annually evaluate whether or not long-term share or share-price-related incentive schemes should be proposed to the annual general meeting.

Pension
Pension benefits shall be defined contribution and may not exceed 30 percent of the fixed annual salary. Variable remuneration shall not be pensionable.

Other benefits
Other benefits may include health insurance, a car allowance, a housing allowance and a health and fitness allowance. Such benefits, where provided, shall be in line with market conditions and shall form only a limited part of the total remuneration. Premiums and other costs associated with such benefits may not exceed a total of 10 percent of the fixed annual salary.

Notice period and severance pay
The notice period may not exceed 12 months in the case of termination by the Company and 12 months in the case of termination by the executive.

Termination pay shall not exceed 12 months’ salary. Any severance payment shall not exceed the equivalent of 12 months’ salary.

Salary and terms and conditions of employment for employees
In preparing the Board's proposals for these Remuneration Guidelines, the remuneration and terms and conditions of employment for the Company's employees have been taken into account. This has been done by including data on the total remuneration of employees and the components and evolution of the remuneration over time as part of the decision-making process of the Remuneration Committee and the Board of Directors when assessing the appropriateness of the guidelines and the resulting limitations.

Consultancy fees to Board members
If a director performs work on behalf of the Company, over and above that person’s Board duties, a consultancy fee and other remuneration for such work may be paid by special decision of the Board of Directors.

Decision-making process for establishing, reviewing and implementing the guidelines
The Board has established a Remuneration Committee. The Committee's tasks include preparing the Board's decision on proposed guidelines for remuneration to senior executives. The Board shall draw up proposals for new guidelines no less than every four years and submit them to the annual general meeting for decision. The guidelines shall remain in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programmes for senior management, the application of the guidelines as to remuneration of senior executives and the structures and levels of remuneration in force in the Company. The members of the Remuneration Committee are independent of the Company and its management. The CEO and other members of senior management are not present when the Board or the Remuneration Committee discusses and resolves on remuneration-related matters, insofar as they are concerned by such matters.

Breach of the guidelines
The Board of Directors is entitled to decide to temporarily deviate from the above guidelines in whole or in part, if in a particular case there are specific reasons for doing so and a deviation is necessary in order to meet the long-term interests of the Company, including its sustainability, or to ensure the financial viability of the Company. If the Board of Directors deviates from the guidelines as to remuneration to senior executives, this shall be disclosed in the remuneration report to the next annual general meeting. As stated above, the Remuneration Committee's tasks include preparing the Board's decisions on remuneration issues, including decisions on deviations from the guidelines.

Item 13 – Resolution authorising the Board of Directors to decide on a new issue of ordinary class B and/or class D shares in connection with a listing
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from shareholders’ preferential rights, decide on a new issue of class B ordinary shares and/or class D ordinary shares in connection with a listing of the Company's class B ordinary shares and/or class D ordinary shares on Nasdaq Stockholm. Payment must be made in cash. New issues made with a deviation from shareholders’ preferential rights shall be made at the market subscription price, including a market issue discount where applicable.

If the Board of Directors deems it appropriate in order to facilitate the delivery of shares in connection with the listing, the new shares may be subscribed for by a bank or investment firm at a subscription price equal to the quota value, provided that there is a commitment to provide the Company with a value equal to the difference between a fair market subscription price, less any fair market issue discount, and the quota value of the newly issued shares.

The Board of Directors, or the relevant person appointed by the Board of Directors, is authorised to make any minor adjustments to the authorisation that may prove to be necessary in connection with registration at the Swedish Companies Registration Office.

Item 14 – Resolution authorising the Board of Directors to decide on the issuing of ordinary class B and/or class D shares, as well as warrants and/or convertibles with the right to subscribe to shares for these or convert these into shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without derogation from shareholders’ preferential rights, decide on the issuing of class B ordinary shares and/or class D ordinary shares, as well as warrants and/or convertible bonds with the right to subscribe to or convert these into such shares. The total number of shares to be issued under the authorisation (including shares that may be issued upon exercising or conversion of warrants or convertibles issued under the authorisation) may in aggregate correspond to an increase in the share capital of no more than ten percent based on the Company's registered share capital at the time the authorisation is exercised for the first time. In addition to payment in cash, payment may be made in kind or by set-off, or otherwise subject to conditions.

If the Board of Directors decides on an issue with derogation from shareholders’ preferential rights, the reason shall be to enable the raising of capital for expansion, acquisitions and/or for the Company's business. The issuing of shares, warrants and/or convertibles in derogation of the shareholders’ preferential rights shall be made at the market subscription price, including a market issue discount where applicable.

If the Board of Directors deems it appropriate in order to facilitate the delivery of shares in connection with a new issue of shares, the new shares may be subscribed for by a bank or investment firm at a subscription price equal to the quota value, provided that there is a commitment to provide the Company with a value equal to the difference between a market subscription price, less any market issue discount, and the quota value of the newly issued shares.

The Board of Directors, or the relevant person appointed by the Board of Directors, is authorised to make any minor adjustments to the authorisation that may prove to be necessary in connection with registration at the Swedish Companies Registration Office.

Other information

Requirement for a majority
Resolutions pursuant to the proposals in items 13 and 14 of the proposed agenda require the support of shareholders representing at least two thirds of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes
At the date of issue of this notice, the total number of shares in the Company is 188,348,410, of which 6,390,000 are class A ordinary shares, representing 6,390,000 votes, 131,461,876 are class B ordinary shares, representing 13,146,187.6 votes, and 50,496,534 are class D ordinary shares, representing 5,049,653.4 votes, bringing the total number of votes to 24,585,841. The Company does not hold any treasury shares.

The right of shareholders to receive information
In accordance with Chapter 7, Section 32 of the Companies Act, the Board of Directors and the Chief Executive Officer shall, if requested by a shareholder and if the Board of Directors considers that this can be done without significant damage occurring to the Company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the financial situation of the Company or its subsidiaries and the Company’s relationship with another group company.

Documents
The financial statements, together with the auditor’s report and other documents required by the Swedish Companies Act, will be made available at the Company’s offices at Mäster Samuelsgatan 45, 111 57 Stockholm, for at least three weeks prior to the Annual General Meeting, and will be sent to shareholders who request this and provide their postal or email address. The documents will also be available on the Company’s website, www.intea.se, and at the Annual General Meeting. www.intea.se, samt läggas fram på årsstämman.

Processing of personal data
For information about how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Stockholm, April 2022
Intea Fastigheter AB (publ)
Board of Directors