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Regulatoriskt pressmeddelande

Notice of Extraordinary General Meeting in Intea Fastigheter AB (publ)

Intea Fastigheter
Ladda ner börsmeddelandet

The shareholders of Intea Fastigheter AB (publ), org.nr 559027–5656, (the "Company") are hereby invited to attend the Extraordinary General Meeting to be held on Tuesday December 23, 2025 at 9.00 a.m. CET in the premises of Advokatfirman Vinge at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration begins at 8.45 a.m. CET.

Right to participate

A shareholder who wishes to participate in the Extraordinary General Meeting in person or by proxy must be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday December 15, 2025. Furthermore, shareholders who wish to participate in the Extraordinary General Meeting must notify the Company of this no later than on Wednesday December 17, 2025. Notice of participation takes place:

  • by post to Intea Fastigheter AB (publ), EGM 2025, c/o Advokatfirman Vinge KB, Box 1703, SE-111 87 Stockholm, or
  • by e-mail to inteaEGM@vinge.se.

The notification shall state name/company name, personal identity number or corporate identity number, address, telephone number and, if applicable, the number of attending assistants (no more than two).

Nominee-registered shares

In order to be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Extraordinary General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Monday December 15, 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures at such time in advance as determined by the nominee. Voting rights registrations made no later than on Wednesday December 17, 2025 will be taken into account in the preparation of the share register.

Proxy and proxy forms

Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy signed by the shareholder. 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, but no longer than five years from the date of issue. If the shareholder is a legal entity, a copy of the certificate of registration, or if such a document does not exist, equivalent authorization documents must also be attached. The power of attorney as well as the certificate of registration and other authorization documents (as applicable) should be sent to the Company well in advance of the Extraordinary General Meeting, by post to Intea Fastigheter AB (publ), EGM 2025, c/o Advokatfirman Vinge KB, Box 1703, SE-111 87 Stockholm or by e-mail to inteaEGM@vinge.se. Proxy forms are available at the Company’s website, www.intea.se, and will be sent upon request to shareholders.

Proposed agenda

  1. Opening of the Extraordinary General Meeting.
  2. Election of a chairperson of the Extraordinary General Meeting.
  3. Preparation and approval of the voting list.
  4. Approval of the agenda.
  5. Election of one or two persons to approve the minutes.
  6. Determination as to whether the Extraordinary General Meeting has been duly convened.
  7. Resolution to approve the Board of Directors’ resolution on a directed issue of class D shares - Tranche 2.
  8. Resolution to approve the Board of Directors’ resolution on a directed issue of class D shares - Tranche 3.
  9. Resolution to authorize the Board of Directors to resolve on new issues.
  10. Closing of the Extraordinary General Meeting.

Proposed resolutions

Item 2 – Proposal regarding election of a chairperson of the Extraordinary General Meeting

The Board of Directors proposes that Linnéa Dolk, member of the Swedish Bar Association, from Advokatfirman Vinge, or, if she has an impediment to attend, the person proposed by the Board of Directors, be elected chairperson of the Extraordinary General Meeting.

Item 7 – Resolution to approve the Board of Directors’ resolution on a directed issue of class D shares - Tranche 2

The Board of Directors proposes that the Extraordinary General Meeting approves the Board’s decision of November 26, 2025, regarding a directed share issue of a maximum of 5,349,378 new class D shares, entailing an increase of the share capital of a maximum of 594,375.334422 SEK. The following conditions shall apply to the decision:

  1. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, only be granted to DNB Carnegie Investment Bank AB, acting as settlement bank in the issue, on behalf of a number of mainly institutional investors. The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with pre-emptive rights for the Company’s shareholders. The Board of Directors considers the reasons for deviating from the shareholders’ pre-emptive rights are (i) to diversify and strengthen the Company’s shareholder base for the D-shares primarily with new institutional investors and improve the liquidity of the Company’s class D shares, (ii) that a rights issue, compared to a directed share issue, would take longer time to carry out which, considering the terms of the Company’s class D shares relative to its class A and class B shares, would entail an exposure to potential market volatility with a higher potential risk of a material negative impact on the share price, (iii) a directed share issue can be carried out at a lower cost and with less complexity compared with a rights issue, which, given that the Company’s class D shares are considered particularly suitable for a certain category of investors, would be disproportionately burdensome and entail additional costs in the form of time-consuming processes for the Company, and (iv) further strengthen the Company’s flexible and balanced capital structure to enable the Company to actively pursue investment opportunities in the current market. In light of the above, the Board of Directors has made the assessment that a directed share issue with deviation from shareholders’ pre-emptive rights is the most favorable alternative for the Company, creates value for the Company, and is in the best interest of the Company’s shareholders. The Board of Directors therefore considers that the reasons outweigh the general rule that new share issues should be carried out with pre-emptive rights for shareholders. It was noted that the Board of Directors considers that there is value in existing shareholders participating in the directed issue, as it is likely to, inter alia, be carried out at a higher subscription price if the Company can show that larger existing shareholders are participating at the same price, which is in the interests of both the Company and its shareholders.
  2. The subscription price shall be the quota value of the share. The subscription price has been determined based on an agreement with DNB Carnegie Investment Bank AB.
  3. Subscription for the newly issued class D shares shall take place no later than December 30, 2025. Subscription shall take place on a separate subscription list. The Board of Directors has the right to extend the subscription period.
  4. Payment for the subscribed class D shares shall be made in cash no later than December 30, 2025. The Board of Directors has the right to extend the payment period.
  5. The new shares shall entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register with Euroclear Sweden AB.

The Board of Directors or the person appointed by the Board of Directors shall otherwise have the right to make any changes to the above decisions that may prove necessary in connection with their registration and otherwise take the measures necessary to implement the decisions. This includes making minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.

Item 8 – Resolution to approve the Board of Directors’ resolution on a directed issue of class D shares - Tranche 3

The Board of Directors proposes that the Extraordinary General Meeting approves the Board’s decision of November 26, 2025, regarding a directed issue of a maximum of 920,000 new class D shares, entailing an increase of the share capital of a maximum of 102,222.222410 SEK. The following conditions shall apply to the decision:

  1. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, only be granted to DNB Carnegie Investment Bank AB, acting as settlement bank in the issue, on behalf of Henrik Lindekrantz (through Artun AB). The Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with pre-emptive rights for the Company’s shareholders. The Board of Directors considers the reasons for deviating from the shareholders’ pre-emptive rights are (i) to diversify and strengthen the Company’s shareholder base for the class D shares primarily with new institutional investors and improve the liquidity of the Company’s class D shares, (ii) that a rights issue, compared to a directed share issue, would take longer time to carry out which, considering the terms of the Company’s class D shares relative to its class A and class B shares, would entail an exposure to potential market volatility with a higher potential risk of a material negative impact on the share price, (iii) a directed share issue can be carried out at a lower cost and with less complexity compared with a rights issue, which, given that the Company’s class D shares are considered particularly suitable for a certain category of investors, would be disproportionately burdensome and entail additional costs in the form of time-consuming processes for the Company, and (iv) further strengthen the Company’s flexible and balanced capital structure to enable the Company to actively pursue investment opportunities in the current market. In light of the above, the Board of Directors has made the assessment that a directed share issue with deviation from shareholders’ pre-emptive rights is the most favorable alternative for the Company, creates value for the Company, and is in the best interest of the Company’s shareholders. The Board of Directors therefore considers that the reasons outweigh the general rule that new share issues should be carried out with pre-emptive rights for shareholders. It was noted that the Board of Directors considers that there is value in existing shareholders participating in the directed issue, as it is likely to, inter alia, be carried out at a higher subscription price if the Company can show that larger existing shareholders are participating at the same price, which is in the interests of both the Company and its shareholders.
  2. The subscription price shall be the quota value of the share. The subscription price has been determined based on an agreement with DNB Carnegie Investment Bank AB.
  3. Subscription for the newly issued class D shares shall take place no later than December 30, 2025. Subscription shall take place on a separate subscription list. The Board of Directors has the right to extend the subscription period.
  4. Payment for the subscribed class D shares shall be made in cash no later than December 30, 2025. The Board of Directors has the right to extend the payment period.
  5. The new shares shall entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register with Euroclear Sweden AB.

The Board of Directors or the person appointed by the Board of Directors shall otherwise have the right to make any changes to the above decisions that may prove necessary in connection with their registration and otherwise take the measures necessary to implement the decisions. This includes making minor adjustments that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.

Item 9 – The Board of Directors’ proposal to authorize the Board of Directors to resolve on new issues

The Board of Directors proposes that the Extraordinary General Meeting resolve to authorize the Board of Directors, within the framework of the current Articles of Association, with or without deviation from the shareholders’ pre-emptive rights, on one or more occasions up until the next Annual General Meeting, to resolve on an increase of the Company’s share capital through a new issue of class A shares, class B shares, class D shares, warrants, and/or convertibles in the Company. The total number of shares covered by such new issues may correspond to a maximum of ten percent of the share capital in the Company, based on the share capital in the Company at the time when the Board of Directors first utilizes the authorization. The issues shall be made at a market subscription price, subject to a market issue discount where applicable, and payment shall, in addition to cash payment, be possible by contribution in kind or by set-off, or otherwise subject to conditions. The purpose of the authorization and the reasons for any deviation from the shareholders’ pre-emptive rights are to enable issues to be made to finance the acquisition of real estate or real estate companies, or parts of real estate or real estate companies, or to finance general business purposes.

Other Information

Special majority requirements

For a valid resolution in accordance with the Board of Director’s proposal under items 7 and 9 above, the proposal must be supported by at least two-thirds (2/3) of both the votes cast and the shares represented at the Extraordinary General Meeting.

For a valid resolution in accordance with the Board of Director’s proposal under item 8 above, in accordance with Chapter 16 of the Swedish Companies Act, the proposal must be supported by at least nine-tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.

Number of shares and votes

At the time of this notice, the total number of shares in the Company amounts to 283,036,848, of which 6,390,000 are Class A ordinary shares, corresponding to 6,390,000 votes, 207,843,936 are Class B ordinary shares, corresponding to 20,784,393.6 votes, and 68,802,912 are Class D ordinary shares, corresponding to 6,880,291.2 votes, whereby the total number of votes amounts to 34,054,684.8. The Company holds no own shares.

Shareholders’ right to receive information

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without significant harm to the Company, provide information at the Extraordinary General Meeting regarding conditions that may affect the assessment of a matter on the agenda, conditions that may affect the assessment of the Company’s or a subsidiary’s financial situation, and the Company’s relationship to another group company.

Documents

Accounting documents with the accompanying audit report and other documents according to the Swedish Companies Act will be available at the Company at Lästmakargatan 20, SE-111 44 Stockholm, for at least three weeks before the Extraordinary General Meeting, and will be sent to shareholders who request it and provide their postal or email address. The documents will also be available on the Company’s website, www.intea.se, and presented at the Extraordinary General Meeting.

Processing of personal data

For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

If you have any questions about our processing of your personal data, please contact us by email dataskydd@intea.se. The Board of Directors is based in the municipality of Stockholm.

Stockholm in December 2025
Intea Fastigheter AB (publ)
The Board of Directors

About Intea


Intea invests in and manages social infrastructure for its own long-term management. As of September 30, 2025, the property portfolio's value amounted to SEK 25.7 billion, with a leasable area of 609,000 sqm. The property portfolio consists of properties and projects with public tenants, such as justice, higher education, and healthcare. Read more at www.intea.se.

Attachments


Notice of Extraordinary General Meeting in Intea Fastigheter AB (publ)

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