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2021-10-18

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE LIMITED LIABILITY COMPANY FASTATOR (PUBL)

Shareholders of Aktiebolaget Fastator (publ), org.nr 556678-6645 (the "Company"), is hereby summoned to the Extraordinary General Meeting on November 10, 2021.

Due to the ongoing pandemic, the Board of Directors has decided that the Extraordinary General Meeting shall be held without the physical presence of shareholders, representatives and third parties and that the exercise of voting rights can only be done by post before the meeting.

Information about the resolution of the General Meeting will be published as soon as the outcome of the postal vote is finally compiled on 10 November 2021.

RIGHT TO PARTICIPATE IN THE MEETING

Shareholders wishing to participate in the Extraordinary General Meeting shall:

  • be entered in the share register maintained by Euroclear Sweden AB as of the record date 2 November 2021,
  • notify of their participation by casting their postal vote in accordance with the instructions under the heading "Postal voting" below so that the postal vote is delivered by the Company no later than 9 November 2021.

Please note that registration for the Extraordinary General Meeting can only be made by postal vote.

Shareholders whose shares are registered in the name of a nominee must, in addition to registering by casting their postal vote, request that the shares be temporarily re-registered in their own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date 2 November 2021. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures in advance as determined by the nominee. Voting rights registration requested by the shareholder in such a time that the registration has been made by the nominee no later than 4 November 2021 will be taken into account in the production of the share register.

POSTAL VOTE

As stated above, the Board of Directors has decided that shareholders shall only be able to exercise their voting rights by postal vote pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the conduct of general meetings. For postal voting, a special form shall be used. The postal voting form is available on the Company's website (www.fastator.se). Postal voting forms can also be provided by post to shareholders who request it by telephone to +46 8 660 67 00.

Completed and signed postal voting form must be sent by post to Aktiebolaget Fastator (publ), Att: Extraordinary General Meeting, Linnégatan 2, SE-114 47 Stockholm or by e-mail (svante.bengtsson @fastator.se). Completed form must be submitted to the Company no later than 9 November 2021.

Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the entire postal vote is invalid. Further instructions and terms can be found in the postal voting form and on the Company's website (www.fastator.se).

If shareholders vote by proxy, a written and dated power of attorney signed by the shareholder shall be attached to the postal voting form. If the shareholder is a legal entity, the registration certificate or other authorization document must be attached to the form. A proxy form is available on the Company's website (www.fastator.se).

DRAFT AGENDA

  1. Opening of the Meeting
  2. Election of chairman of the meeting
  3. Choice of an adjuster
  4. Establishment and approval of electoral roll
  5. Agenda approval
  6. Examination of whether the meeting has been duly convened
  7. Election of a new board member
  8. Decision on:
  1. Approval of Swedish Cultural Treasures AB's acquisition of all shares in Inn Lindgården AB
  2. Approval of Swedish Cultural Taxes AB's acquisition of all shares in Åregården AB
  1. Closed by the Meeting

DRAFT DECISION

Item 2: Election of chairman of the meeting

The Board of Directors proposes that Lawyer Jan Litborn be elected Chairman of the Extraordinary General Meeting or, in the event of his inability, the person designated by the Board of Directors.

Point 3: Election of an adjuster

The Board of Directors proposes that Advokat Jonas Gombrii, representative of the shareholder Håkan Bengtsson, or in case of impediment to him, the one whom the Board of Directors proposes to adjust the minutes of the general meeting together with the Chairman. The adjustment person's assignment also includes checking the electoral roll and that postal votes received are correctly reproduced in the minutes of the meeting.

Item 4: Establishment and approval of the electoral roll

The voting list proposed approved under item 4 on the agenda is the voting list prepared by the Company, based on the shareholders' register and advance votes received, and is checked and approved by the adjuster.

Item 7: Election of a new Board member

Eva Hamilton has informed the Nomination Committee that she is resigning from the Board of Directors in connection with the Extraordinary General Meeting. The Nomination Committee proposes that Helene Tillberg Wibom be elected as new Board member for the period until the end of the Annual General Meeting 2022.

If Helene Tillberg Wibom is elected as a member, the Board will, in addition to her, consist of Björn Rosengren, Carl Bildt, Jacqueline Winberg, Mats Lundberg and Anders Mossberg with Björn Rosengren as Chairman of the Board.

A presentation by Helene Tillberg Wibom, including an assessment of her independence in relation to the company, company management and major shareholders together with the nomination committee's reasoned opinion, can be found on the Company's website (www.fastator.se).

Item 8a: Resolution on approval of Svenska Kulturskatter AB's acquisition of all shares in Inn Lindgården AB

The companies listed below intend to enter into agreements to carry out the transaction between them listed below. The companies concerned are either subsidiaries of the Company or otherwise related parties (as shown below).

Svenska Kulturskatter AB, org. no. 559196-8887, a wholly owned subsidiary of the Company, intends to acquire all shares in Inn Lindgården AB, org. no. 556982-9657. All shares in Inn Lindgården AB are owned by Mats Invest AB, org. no. 556738-2329, which in turn is owned by Mats Lundberg. Mats Lundberg, and companies over which he in addition to significant influence, is regarded as related to the Company and Svenska Kulturskatter AB under Chapter 16(a). Section 3 of the Swedish Companies Act. According to Chapter 16th. The Swedish Companies Act shall submit to the General Meeting for approval of significant transactions with related parties to the Company or a wholly owned Swedish subsidiary. The transaction will therefore be subject to approval by the Company's General Meeting and is intended to be completed no later than December 31, 2021.

The total purchase price is expected to total approximately SEK 36 million, which corresponds to property value determined at independent valuation. The consideration will consist of cash and/or reversal issued in favour of Mats Invest AB. In connection with the acquisition, Svenska Kulturskatter AB is expected to take over loans of approximately SEK 16 million and the remaining approximately SEK 20 million is expected to be settled by the payment of cash and/or the issue of revers for the benefit of the seller.

If revers is issued in favour of Mats Invest AB, it will be subject to customary terms and conditions with 5 percent interest. The deadline for repayment will be set at 06/30/2022.

Overall, the Board of Directors considers that the acquisition is market-based and otherwise takes place on reasonable terms.

The Board of Directors proposes that the Extraordinary General Meeting approves Svenska Kulturskatter AB's acquisition of all shares in Inn Lindgården AB.

Mats Lundberg has not participated in the preparation of the proposal or in the Board's decision regarding the proposal.

Item 8b: Resolution on approval of Swedish Cultural Taxes AB's acquisition of all shares in Åregården AB

The companies listed below intend to enter into agreements to carry out the transaction between them listed below. The companies concerned are either subsidiaries of the Company or otherwise related parties (as shown below).

Svenska Kulturskatter AB also intends to acquire all shares in Åregården AB, org. no. 556971-0147. The shares in Åregården AB are 50 percent owned by TPS Fastigheter AB, org. no. 556610-1597 and the remaining 50 percent is owned by Skälsö AB, org. no. 556572-8580. All shares in Skälsö AB are owned by Naibaf AB (publ), org. no. 556869-2551, which in turn is owned by Joachim Kuylenstierna. Joachim Kuylenstierna, and companies over which he is in addition to significant influence, are to be regarded as related to the Company and Svenska Kulturskatter AB under Chapter 16a. Section 3 of the Swedish Companies Act. According to Chapter 16th. The Swedish Companies Act shall submit to the General Meeting for approval of significant transactions with related parties to the Company or a wholly owned Swedish subsidiary. The transaction will therefore be subject to approval by the Company's General Meeting and is intended to be completed no later than December 31, 2021.

The total purchase price is expected to total approximately SEK 76 million, which corresponds to property value at independent valuation. The consideration will consist partly of shares in the Company through reversal paid in favour of TPS Fastigheter AB and partly by exhibiting reversal in favour of Skälsö AB. In connection with the acquisition, Svenska Kulturskatter AB is expected to take over loans of approximately SEK 34 million and approximately SEK 42 million is expected to be settled by exhibiting reversal amounting to approximately SEK 21 million and the remaining approximately SEK 21 million is set off against shares in the Company that: issued in connection with the acquisition is in accordance with the meeting's existing authorization to the Board of Directors resolved at the Annual General Meeting on May 5, 2021. All shares are issued to TPS Fastigheter AB.

In connection with the transaction, TPS Fastigheter AB will enter into a lock-up commitment in which the company undertakes not to sell the shares or otherwise carry out transactions with a similar effect until 22 December 2022. The lock-up commitment will be subject to certain customary exceptions, including acceptance of public takeover bids, acceptance of repurchase offers from the Company or situations where transfer needs to be made due to legal requirements.

The reversal issued in favour of Skälsö AB will be subject to customary terms and conditions with 5 percent interest. The deadline for repayment will be set at 06/30/2022.

Overall, the Board of Directors considers that the acquisition of is market-based and otherwise takes place on reasonable terms.

The Board of Directors proposes that the Extraordinary General Meeting approves Swedish Cultural Treasures AB's acquisition of all shares in Åregården AB.

Majority requirement

A resolution in accordance with the Board's proposal in accordance with paragraphs 8a and 8b above requires that the resolution be supported by shareholders representing more than half of the votes cast, but that the shares and votes held, directly or indirectly by Mats Lundberg, shall not be taken into account when deciding in accordance with paragraphs 8a and Joachim Kuylenstierna respectively when deciding in accordance with paragraph 8b.

Shareholders' right to request information

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 material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda and the company's relationship with other group companies. Shareholders are welcome to submit questions and request information in writing to aktiebolaget Fastator (publ), Att: Extraordinary General Meeting, Linnégatan 2, SE-114 47 Stockholm, sweden, or by e-mail to (svante.bengtsson @fastator.se), so they are provided to the Company on October 31, 2021. Answers will be available on the Company's website (www.fastator.se) and at the Company at Linnégatan 2, 3tr, 114 47 Stockholm no later than 5 November 2021. The information is also sent to the shareholder who requested it and provided his or her address.

Other

The documents to be presented at the General Meeting in accordance with the Swedish Companies Act and other applicable regulations will be made available to shareholders on the Company's website (www.fastator.se) from no later than three weeks before the meeting and will also be available at the Company and sent to shareholders who so request and who state their postal address. Proxy forms will be available to shareholders on the Company's website (www.fastator.se) from three weeks before the meeting and will also be available at the company and sent to shareholders who so request and who state their postal address.

In Aktiebolaget Fastator (publ) there are a total of 77,028,450 shares and votes at the time of issue of the notice. The company does not hold any own shares.

Processing of personal data

The personal data collected from the share register, notification of participation in the general meeting and information about representatives and advisors will be used for registration, preparation of the voting list for the general meeting and, where applicable, minutes of the general meeting. The personal data will only be used for the general meeting.

For further information about the Company's processing of personal data in connection with the General Meeting, please refer to the Company's privacy policy on https://fastator.se/om-fastator/privacy policy/, as well as the privacy policy available on Euroclear Sweden AB's website www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

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Stockholm in October 2021
The limited liability company Fastator (publ)

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