The shareholders of Intea Fastigheter AB (publ), corp. reg. no. 559027-5656, (“the Company”) are hereby invited to attend an Extraordinary General Meeting on Monday 27 June 2022 at 10.00 am at I Know A Place, located at Mäster Samuelsgatan 45, Floor 17, 111 57 Stockholm.

It will also be possible to attend the meeting digitally. Instructions for digital participation will be sent separately to all shareholders entitled to attend the meeting, as described under the heading"Right to attend"below.

"Right to attend"
In order to be eligible to attend the meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB on 16 June 2022. Shareholders wishing to attend the Extraordinary General Meeting must also notify the Company of this by no later than 22 June 2022. Notification of intention to attend is to be 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 Extraordinary 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 16 June 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 16 June 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 Extraordinary 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 22 June 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 Extraordinary General Meeting
  2. Election of the Chair of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda for the Extraordinary General Meeting
  5. Election of one or two members to check the minutes
  6. Examination of whether the meeting has been duly convened
  7. Resolution approving the Board’s decision to carry out a targeted share issue of class B ordinary shares
  8. Resolution approving the Board’s decision to carry out a targeted share issue of class D ordinary shares
  9. Resolution on the dividend payable on class D ordinary shares
  10. Closing of the Extraordinary General Meeting

Proposed resolutions

Item 2 – Election of the Chair of the meeting
The Board of Directors 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 Extraordinary General Meeting.

Item 7 – Resolution approving the Board’s decision to carry out a targeted share issue of class B ordinary shares
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors’ decision made on 9 June 2022 regarding a targeted share issue of a maximum of 12,423,649 class B ordinary shares, entailing an increase in the share capital of a maximum of SEK 1,380,405.45 (rounded up to two decimal places), in accordance with the following conditions.

(a) The right to subscribe for shares shall only be granted to the persons/entities listed below with the maximum number of shares specified. The reason for the deviation from the shareholders’ preferential rights is that the persons/entities entitled to subscribe have the right to subscribe for shares under an agreement made between the Company’s shareholders.

Persons/entities entitled to subscribe Number of class B shares
Svenska Handelsbanken Pension Fund 1,858,087
Saab Pension Fund 1,393,565
Volvo Pension Fund 1,219,370
Lantbrukarnas Ekonomi AB 1,161,305
Christian Haglund, privately and through companies 1,003,656
Henrik Lindekrantz, privately and through companies 1,003,656
SHB Occupational Pension Association Pension Fund 929,044
The Foundation for Baltic and East European Studies 882,591
Insurance company PRI Pensionsgaranti, mutual 812,913
The Riksbankens Jubileumsfond Foundation 696,783
The Åke Wiberg Foundation 383,230
The Gålö Foundation 232,261
Svenska Handelsbanken Personnel Fund 174,196
Stora Enso's Swedish Mutual Pension Fund 116,130
The Swedish Foundation for the Visually Impaired 116,130
The Erik Johan Ljungberg Education Foundation 116,130
The Crafoord Foundation 116,130
The Kamprad Family Foundation 116,130
The Kempe-Carlgren Fund 58,065
Kjell-Åke Nilsson 8,550
Charlotta Wallman Hörlin 6,108
Eva Bång 4,885
Henrik Olsson 4,575
Mattias Nuay 3,664
Peter Jakobsson 3,293
Robert Andersson 1,252
Johanna Apell 1,168
Johan Elwing 782
Totalt 12,423,649

 

(b) The subscription price is SEK 48.16 per share. The subscription price is based on an agreement made between the Company and the subscribers and is deemed to be in line with market conditions. The part of the subscription price that exceeds the quota value shall be added to the share premium reserve.

(c) Subscription shall be by simultaneous cash payment made by no later than 29 June 2022. The Board of Directors has the right to extend the subscription period.

(d) The new shares shall be entitled to dividends from the date on which the shares are entered in the share register maintained by Euroclear Sweden AB.

(e) The Board of Directors, or the person appointed by the Board of Directors, shall also be entitled to make such minor adjustments to the above resolutions as may prove necessary in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.

(f) Documents pursuant to Chapter 13 Section 6 of the Swedish Companies Act have been drawn up.

As persons falling under Chapter 16 Section 2, par. 1 pt. 2 of the Swedish Companies Act are included in the circle of persons/entities entitled to subscribe, a valid resolution must be supported by shareholders holding at least nine tenths of both the votes cast and the shares represented at the meeting.

Item 8 – Resolution approving the Board’s decision to carry out a targeted share issue of class D ordinary shares
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors’ decision made on 9 June 2022 regarding a targeted share issue of a maximum of 7,575,756 class D ordinary shares, entailing an increase in the share capital of a maximum of SEK 841,750.67 (rounded up to two decimal places), in accordance with the following conditions.

(a) The right to subscribe for shares shall only be granted to the persons/entities listed below with the maximum number of shares specified. The reason for the deviation from the shareholders’ preferential rights is that the persons/entities entitled to subscribe have the right to subscribe for shares under an agreement made between the Company’s shareholders.

Persons/entities entitled to subscribe Number of class D shares
Svenska Handelsbanken Pension Fund 1,355,840
Saab Pension Fund 1,016,880
Volvo Pension Fund 889,770
Lantbrukarnas Ekonomi AB 847,400
SHB Occupational Pension Association Pension Fund 677,920
The Foundation for Baltic and East European Studies 644,024
Insurance company PRI Pensionsgaranti, mutual 593,180
The Riksbankens Jubileumsfond Foundation 508,440
The Åke Wiberg Foundation 279,642
The Gålö Foundation 169,480
Svenska Handelsbanken Personnel Fund 127,110
Stora Enso's Swedish Mutual Pension Fund 84,740
The Swedish Foundation for the Visually Impaired 84,740
The Erik Johan Ljungberg Education Foundation 84,740
The Crafoord Foundation 84,740
The Kamprad Family Foundation 84,740
The Kempe-Carlgren Fund 42,370
Totalt 7,575,756

 

(b) The subscription price is SEK 33 per share. The subscription price is based on an agreement made between the Company and the subscribers and is deemed to be in line with market conditions. The part of the subscription price that exceeds the quota value shall be added to the share premium reserve.

(c) Subscription shall be by simultaneous cash payment made by no later than 29 June 2022. The Board of Directors has the right to extend the subscription period.

(d) The new shares shall be entitled to dividends from the date on which the shares are entered in the share register maintained by Euroclear Sweden AB.

(e) The Board of Directors, or the person appointed by the Board of Directors, shall also be entitled to make such minor adjustments to the above resolutions as may prove necessary in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.

(f) Documents pursuant to Chapter 13 Section 6 of the Swedish Companies Act have been drawn up.

Item 9 – Resolution on the dividend payable on class D ordinary shares
The Annual General Meeting of the Company held on 18 May 2022 resolved to authorise the Board of Directors to decide on the issuing of class B and/or class D ordinary shares. Provided that the Board of Directors decides on the issuing of new class D ordinary shares during the period until the 2023 Annual General Meeting, the Board of Directors proposes that the General Meeting decides that a dividend is payable on a quarterly basis on all new class D ordinary shares that may be issued by the Board of Directors on the basis of the authorisations – but not more than 30,000,000 class D ordinary shares – until the 2023 Annual General Meeting. This dividend shall be SEK 0.50 per class D ordinary share, and no more than SEK 1.50 per class D ordinary share, and is payable from the date on which the shares are entered in the share register kept by Euroclear Sweden AB in accordance with the provisions of the Company’s Articles of Association.

Furthermore, the Board of Directors proposes, subject to approval being granted by the General Meeting regarding the Board of Directors’ decision on the issuing of class D ordinary shares in accordance with the proposal in item 8 on the proposed agenda, that the General Meeting resolves that dividends on all newly issued class D ordinary shares shall be paid quarterly at SEK 0.50 per class D ordinary share, and not exceeding SEK 1.50 per class D ordinary share, as from the date of their entry in the share register maintained by Euroclear Sweden AB in accordance with the provisions of the Company’s Articles of Association.

Distributable funds at the disposal of the General Meeting at the time of issuance of this proposal amount to SEK 3,804,568,207.

The Board of Directors proposes that the record dates for dividends on class D ordinary shares are 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.

The first payment of a dividend for the class D ordinary shares that may be issued pursuant to the authorisation can be made on the payment date that falls after the first record date after the class D ordinary shares have been registered with the Swedish Companies Registration Office.

Other information

Requirement for a majority
Resolutions pursuant to the proposal in item 7 of the proposed agenda require the support of shareholders representing at least nine tenths of both the votes cast and the shares represented at the Extraordinary General Meeting.

Resolutions pursuant to the proposal in item 8 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 Extraordinary 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 Extraordinary General Meeting on circumstances that may affect the assessment of an item on the agenda.

Documents
All 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 two weeks prior to the Extraordinary 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 Extraordinary General Meeting.

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 in June 2022
Intea Fastigheter AB (publ)
Board of Directors