By request of Amasten Fastighets AB (”Amasten”), which after the completion of its public offer to all shareholders in SSM Holding AB (”SSM” or the ”Company”), owns approximately 97.5 percent of the total number of shares and votes in SSM, the shareholders of SSM are hereby invited to attend an extraordinary general meeting to be held on Monday on January 4, 2021. Due to the current pandemic, the meeting will be carried out only through postal voting pursuant to temporary legislation. It will not be possible for shareholders to attend the general meeting in person, by proxy or digitally.
NOTICE OF ATTENDANCE, ETC.
Shareholders who wish to attend the extraordinary general meeting must both be registered in the share register maintained by Euroclear Sweden AB on Monday on December 21, 2020 and give notice of their attendance at the general meeting no later on Wednesday on December 30, 2020 by vesting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal voting form is received by the Company no later than on Wednesday on December 30, 2020.
In order to be entitled to participate in the extraordinary general meeting, shareholders who have their shares registered in the names of nominees must, apart from giving notice of their attendance at the extraordinary general meeting, register their shares in their own name so that the shareholder is entered in the share register as per Monday on December 21, 2020. Such registration may be temporary (so called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after Monday on December 21, 2020 will be considered in the preparation of the share register.
POSTAL VOTING
Shareholders may exercise their voting rights at the extraordinary general meeting only by voting in advance, through 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 postal voting. The form is available on SSM’s website, www.ssmlivinggroup.com. The postal voting form is considered as the notification of attendance at the general meeting.
The completed voting form must be received by Computershare AB (being the administrator of the forms for SSM) no later than on Wednesday on December 30, 2020. The completed form shall be sent to Computershare AB, “SSM EGM 2020”, P.O. Box 5267, SE-102 46 Stockholm, Sweden. The completed form may alternatively be submitted electronically, either by signing using Bank ID as per instructions available on SSM’s website, www.ssmlivinggroup.com, or through sending the completed voting form by e-mail to [email protected].
If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Power of attorney forms are available at the company’s website, www.ssmlivinggroup.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the voting form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting. For questions regarding postal voting, please contact Computershare AB on telephone number +46 (0)771-24 64 00.
For information regarding the processing of personal data, please see the privacy notice available on Euroclear Sweden AB’s website: www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf
PROPOSED AGENDA
- Opening of the meeting
- Appointment of a chairman of the meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Appointment of one or two persons to countersign the minutes
- Examination of whether the meeting was duly convened
- Resolution on the number of board members
- Resolution on fees for the board of directors
- Election of board members
- Election of the chairman of the board of directors
- Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Amasten has submitted the following proposals to the extraordinary general meeting regards to items 7–10.
Items 7 – Resolution on the number of board members
Amasten proposes that the board of directors shall consist of four (4) board members.
Item 8 – Resolution on fees to the board of directors
Amasten proposes that no fees shall be paid to the incoming board members.
Item 9 – Election of board members
Amasten proposes to remove present board members Anders Janson, Per Berggren, Sheila Florell, Krister Karlsson, Bengt Kjell and Jonas Wikström from the board and to elect Mikael Rånes, Per Jönsson, Hans Ragnarsson and David Svensson as the new board members. All new members are employed by Amasten.
Item 10 – Election of the chairman of the board of directors
Amasten proposes to remove Anders Jansson from the position as chairman of the board of directors and to elect Mikael Rånes as the new chairman of the board of directors.
AVAILABLE DOCUMENTS
Documents pertaining to the extraordinary general meeting are available via the Company’s website, www.ssmlivinggroup.com, and will be sent to shareholders who so request.
OTHER INFORMATION
As of the date of this notice, there are 58 878 813 shares and votes in the Company. At the same date, the Company does not hold any of its own shares. According to a press release from Amasten dated December 8, 2020, Amasten holds 57 390 538 shares (approx. 97.5 per cent) in the Company, including the shares tendered in the public offer. For further information regarding the public offer made by Amasten, please visit www.amasten.se.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
At the extraordinary general meeting, if the board of directors determines that it can be disclosed without material damage to the Company, shareholders have a right to obtain information on conditions that may affect the assessment of an agenda item and conditions that may affect the assessment of the Company or a subsidiary’s financial situation. A request for such information shall be made in writing to SSM Holding AB, att. Ann-Charlotte Johansson, EVP IR, P.O. Box 517, SE-101 30 Stockholm, Sweden, or via e-mail to [email protected] no later than on Friday on December 25, 2020. The information will be made available at SSM Holding AB, Olof Palmes gata 13A, SE-111 37 Stockholm, Sweden, from Wednesday on December 30, 2020, at the latest. The information will, from the same date, also be available on the company’s website www.ssmlivinggroup.com.The information will also be sent, within the same period of time, to shareholders who have requested it and stated their address.
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Stockholm in December 2020
SSM Holding AB
The board of directors