Notice to attend the extraordinary general meeting in Cibus Nordic Real Estate AB (publ)

Postal voting

The board of directors of Cibus has decided to hold the general meeting only by way of a postal voting procedure in accordance with section 20 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and associations. This means that no shareholders will be participating at the general meeting in person or by proxy. Shareholders may exercise their rights at the general meeting by way of advance postal voting on the items contained in the agenda and submit questions to the Company in connection with the general meeting in accordance with the instructions below. 

Notification, etc.

Shareholders who wish to participate in the general meeting must:

• Be recorded in the share register kept by Euroclear Sweden AB, at the latest, on Wednesday, 27 April 2022, and
• Submit the filled out postal voting form so that it is received by the Company no later than on Wednesday, 4 May 2022. The exercising of voting rights in accordance with the postal voting procedure will be considered as a notice from the shareholder to participate in the general meeting.

The filled out postal voting form may be submitted by e-mail to [email protected], or in writing to Cibus Nordic Real Estate AB (publ), Att: Pia-Lena Olofsson, Kungsgatan 56, SE-111 22 Stockholm, Sweden. The postal voting form shall state the name, personal identification number or company registration number, address and telephone number and information regarding representative or proxy, if any. In addition to the notification, shareholders participating by proxy or a representative should attach powers of attorneys, registration certificates and any other documents of authorisation. The postal voting form is available on the Company's website, www.cibusnordic.com. 

Nominee-registered shares

Shareholders whose shares are nominee-registered must, in order to attend the meeting, temporarily re-register the shares in their own name at Euroclear Sweden AB. Such re-registration must be completed on Friday, 29 April 2022, which means that such re-registration should be requested at the nominee well before Friday, 29 April 2022.

Proxies, etc.

For shareholders who wish to participate through an authorised representative, i.e. where the representative submits the postal vote or questions on behalf of the shareholder, a proxy form is available on the Company's website. Shareholders who wish to participate through an authorised representative must submit the proxy form together with the postal voting form. The power of attorney is valid for a maximum of one year after being signed, or during the longer valid time stated in the power of attorney, thus for a maximum of five years. If the shareholder is a legal entity, a copy of the certificate of registration or corresponding document shall also be enclosed. A proxy form is available at the Company's website www.cibusnordic.com and will be sent to the shareholders that so request and state their postal address.

Number of shares and votes

There are in total 48,400,000 shares in the Company, representing 48,400,000 votes. The Company does not own any own shares.

Shareholders' right to request information

Upon request by any shareholder and where the board deems it possible without causing significant harm to the Company, the board and the CEO shall, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. A request for such information shall be made in writing to Cibus Nordic Real Estate AB (publ), Att: Pia-Lena Olofsson, Kungsgatan 56, SE-111 22 Stockholm, Sweden or, via e-mail to [email protected] no later than on Monday, 25 April 2022. The information will be made available at the Company's premises, on Saturday, 30 April 2022 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address, as well as will be available to the shareholders at the Company's website www.cibusnordic.com. 

Use of personal data

In connection with the notice of attendance, the Company will process the shareholders' personal data, which is requested above. The personal data gathered from the share register, the postal voting form and information about proxies and advisors will be used for registration, preparation of the voting register for the general meeting and, when applicable, the meeting minutes. The personal data will only be used for the general meeting. For additional information regarding the Company's processing of personal data and your rights, please see Company's website, www.cibusnordic.com under the heading "Shareholders' Personal Data" (which can be found under the section "Investors" under the heading "The Share").

Proposed agenda

1. Opening of the meeting.
2. Election of a chairman of the meeting.
3. Preparation and approval of the voting register.
4. Approval of the proposed agenda.
5. Election of one or two persons to verify the minutes.
6. Determination of whether the meeting was duly convened.
7. Resolution on extra dividend and determination of record dates for dividend.
8. Resolution to grant the board of directors the authority to issue new shares, including with deviation from the shareholders' pre-emption rights.
9. Closing of the meeting.

Item 2 – Election of a chairman of the meeting

The board of directors proposes to elect Pontus Enquist, Attorney, as chairman of the general meeting. Richard Katzman will serve as secretary.

Item 3 – Preparation and approval of the voting register

As voting register, it is proposed the voting register prepared by Roschier Attorneys at the request of the Company based on the general meeting shareholder register as of 27 April 2022 and received postal votes, approved by the persons to verify the minutes.

Item 5 – Election of one or two persons to verify the minutes

It is proposed that Marjan Dragicevic be elected to verify the minutes.

Item 7 – Resolution on extra dividend and determination of record dates for dividend

In addition to the dividend expected to be resolved at the annual general meeting held on 20 April 2022, the board of directors proposes that the general meeting resolves that a dividend of EUR 0.24 per share shall be paid, corresponding to an extra dividend in the total amount of EUR 11,616,000. Extra dividend payments are proposed to be made monthly on eleven occasions during the year. The first partial payment is proposed to be EUR 0.04 per share (a total of EUR 0.10 per share together with the dividend expected to be resolved by the annual general meeting), the second EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the third EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the fourth EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the fifth EUR 0.02 per share (a total of EUR 0.09 per share together with the dividend expected to be resolved by the annual general meeting), the sixth EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the seventh EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the eight EUR 0.02 per share (a total of EUR 0.09 per share together with the dividend expected to be resolved by the annual general meeting), the ninth EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting), the tenth EUR 0.02 per share (a total of EUR 0.08 per share together with the dividend expected to be resolved by the annual general meeting) and EUR 0.02 per share at the eleventh occasion (a total of EUR 0.09 per share together with the dividend expected to be resolved by the annual general meeting). With the exception of the first dividend, the record dates for the dividend payments are proposed to be the same as the record dates expected to be resolved by the annual general meeting, i.e. 13 May 2022, 22 June 2022, 22 July 2022, 24 August 2022, 23 September 2022, 24 October 2022, 23 November 2022, 22 December 2022, 24 January 2023, 21 February 2023 and 24 March 2023. The expected date of payment will therefore be 20 May 2022, 30 June 2022, 29 July 2022, 31 August 2022, 30 September 2022, 31 October 2022, 30 November 2022, 30 December 2022, 31 January 2023, 28 February 2023 and 31 March 2023.

This entails that the sum of the total dividend per share proposed for resolution in this item, together with the dividend per share expected to be resolved by the annual general meeting 2022, amounts to EUR 0.99 per share. 

Should the board of directors exercise the authorisation pursuant to item 8 in the notice to issue new shares in such time that the newly issued shares are entered in the share register, at the latest, on the record date for dividend of the next partial payment in accordance with the record dates mentioned above, the board proposes that the general meeting resolves that a dividend be paid in such an amount that the total dividend still amounts to the sum of the dividend per share resolved in accordance with this item and the dividend per share resolved by the annual general meeting 2022 for each partial payment, for both pre-existing shares and shares that may be issued by virtue of the authorisation. The same shall apply for shares that may be added through the exercise of warrants. 

This entails that the total dividend proposed for resolution, together with the dividend proposed to be resolved by the annual general meeting 2022 (assuming that the authorisation is fully exercised and the maximum number of additional shares due to the exercise of warrants is subscribed for and the shares are registered in the share register before the record date for the dividend of the first partial payment as proposed above) amounts to EUR 52,590,738.

Further, the board of directors proposes that remaining unappropriated earnings are carried forward to a new account. 

Item 8 – Resolution to grant the board of directors the authority to issue new shares, including with deviation from the shareholders' pre-emption rights

The board of directors proposes that the general meeting resolves to authorise the board of directors to, on one or more occasions, for the period until the next annual general meeting, issue new shares, with or without pre-emption rights for the shareholders. The proposal further denotes that subscription for the issued instrument can be paid for in cash, by way of set-off or in kind, or on other terms and conditions. The total number of shares that may be issued by virtue of the authorisation must be within the limits of the share capital according to the articles of association. The total number of shares that may be issued by virtue of the authorisation may not exceed 10 per cent of the total number of outstanding shares in the Company on the date of the extraordinary general meeting.

The purpose of the authorisation and any deviation from the shareholders’ pre-emption rights is to enable the Company to, in whole or in part, finance any future acquisitions by issuing new shares as payment in connection with agreements on acquisition alternatively to raise capital for such acquisitions.

Other information

Majority rules

The resolution proposed by the board of directors in item 8 on the agenda will only be validly adopted if shareholders holding no less than two thirds (2/3) of both the votes cast and the shares represented at the meeting vote in favour of the resolution.