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    INDU A   SE0000190126

AB INDUSTRIV─RDEN (PUBL)

(INDU A)
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Delayed Quote. Delayed Nasdaq Stockholm - 01/21 11:29:53 am
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AB Industrivńrden : Download Minutes

11/23/2021 | 11:50am EST

LEGAL#21677087v3

This document is a translation of the Swedish original. In the event of discrepancies, the Swedish original shall prevail.

Reg. no. 556043-4200

Minutes recorded of the Extraordinary General

Meeting of Aktiebolaget Industrivärden (publ),

held on November 23, 2021

1. Election of a chairman to preside over the Extraordinary General Meeting

It was resolvedto appoint attorney Sven Unger as chairman to preside over the meeting. It was noted that the Company's General Counsel Jennie Knutsson had been appointed to record the minutes of the meeting.

It was further noted that the Extraordinary General Meeting was carried out in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, allowing shareholders to exercise their voting rights at the meeting only by voting in advance, so-called postal voting.

The notice to attend the meeting and the form used for postal voting were attached to the minutes, Appendix 1 and 2.

A compilation of the result of postal voting was attached to the minutes, Appendix 3, which states the information specified in Section 26 of the abovementioned Act (2020:198).

2. Election of persons to check the minutes

It was resolvedto appoint Erik Brändström (Spiltan Aktiefond Investmentbolag) and Mikael Schmidt (SCA and Essity Pension Foundations and others), along with the chairman of the meeting, to check the minutes of the meeting.

3. Preparation and approval of voting list

It was resolvedto approve the list in Appendix 4to serve as the voting list at the meeting.

4. Approval of the agenda

It was resolvedto approve the proposed agenda included in the notice of the Extraordinary General Meeting.

5. Decision as to whether the Extraordinary General Meeting has been duly convened

It was noted that the notice of the Extraordinary General Meeting was published in Post- and Inrikes Tidningar (the Official Swedish Gazette) on 29 October 2021, that the notice had been available on the Company's website since 25 October 2021 and that an advertisement was published in Svenska Dagbladet and Dagens Nyheter on 29 October 2021.

The Extraordinary General Meeting was declaredduly convened.

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6. Resolution on reduction of the share capital by way of cancellation of shares and increase of the share capital by way of bonus issue

It was noted that the Board of Directors' complete proposals for resolution according to items 6 a) and 6 b) in the agenda and statement pursuant to Chapter 20, Section 13, Paragraph 4 of the Swedish Companies Act were set out in the notice of the meeting. It was further noted that the notice of the meeting, the Company's annual report and the Auditor's report for the financial year 2020, the statement by the Board of Directors pursuant to Chapter 12, Section 7, Item 3 of the Swedish Companies Act, and the Auditor's statements pursuant to Chapter 12, Section 7, Item 4 and Chapter 20, Section 14 of the Swedish Companies Act, respectively, had been presented by being made available at the Company's head office and the Company's website.

The meeting resolvedin accordance with the Board of Directors' proposal under item 6 a) in Appendix 1. It was noted that the resolution was passed with the required majority of at least two- thirds of both the votes cast and shares represented at the meeting.

The meeting resolvedin accordance with the Board of Directors' proposal under item 6 b) in Appendix1.

____________________

Minutes recorded by:

Minutes checked by:

Jennie Knutsson

Sven Unger

Erik Brändström

Mikael Schmidt

2

Appendix 1

This information was submitted for publication on 25 October 2021 at 6.30 p.m. (CET).

PRESS RELEASE

Notice of Extraordinary General Meeting on 23 November 2021

Shareholders of AB Industrivärden (publ), reg.no 556043-4200, are given notice of the Extraordinary General Meeting to be held on Tuesday, 23 November 2021 for resolution on cancellation of the Industrivärden shares received from Handelsbanken.

Due to the continued uncertain situation concerning the spread of the virus that causes Covid-19, the Board of Directors has decided that the Extraordinary General Meeting is to be held only through postal voting in accordance with temporary legislation being in effect in 2021. This means that the Extraordinary General Meeting will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will be able to exercise their voting rights only by postal voting in advance of the Extraordinary General Meeting in the manner described below.

Information on the resolutions passed at the Extraordinary General Meeting will be disclosed on 23 November 2021, when the outcome of the postal voting has been confirmed.

Right to participate and notification

A person who wishes to participate in the general meeting by postal voting must

both

be listed as a shareholder in the presentation of the share register prepared by

Euroclear Sweden AB concerning the circumstances on Monday, 15 November 2021,

and

give notice of participation by casting its postal vote in accordance with the instructions

under the heading "Postal voting" below so that the postal voting form is received by

Euroclear Sweden AB no later than on Monday, 22 November 2021.

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 by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of Monday, 15 November 2021. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday, 17 November 2021 will be taken into account in the presentation of the share register.

AB Industrivärden (publ)

Box 5403, SE-114 84 Stockholm, Sweden

Phone: +46-8-666 64 00

Internet: www.industrivarden.net

E-mail: info@industrivarden.se

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Postal voting

Shareholders may exercise their voting rights at the Extraordinary General Meeting only by 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 must be used for the postal vote. The form is available on the Company's website www.industrivarden.netunder the menu Corporate Governance/Annual General Meeting/2021 Extraordinary General Meeting. The postal voting form is considered as notice to participate in the Extraordinary General Meeting.

In order to be considered, the completed and signed form must be received by Euroclear Sweden AB no later than Monday, 22 November 2021. The completed and signed form must be sent by mail to AB Industrivärden, "Extraordinary General Meeting 2021", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by email to GeneralMeetingService@euroclear.com. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via Euroclear Sweden AB's website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted no later than Monday, 22 November 2021.

If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Proxy forms in Swedish and in English are available on the Company's website www.industrivarden.netunder the menu Corporate Governance/Annual General Meeting/2021 Extraordinary General Meeting and also upon request. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal person, a registration certificate or other authorization document, not older than one year, must be attached to the form, listing the authorized signatories.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy/.

Shareholders' right to receive information

The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information in respect of circumstances that may affect the assessment of an item on the agenda or the Company's relation to another company within the Group. A request for such information shall be made in writing to the Company no later than ten days prior to the Extraordinary General Meeting, i.e. no later than Saturday, 13 November 2021, at AB Industrivärden c/o Board of Directors, Box 5403, SE-114 84 Stockholm, Sweden, or by email to legal@industrivarden.se. The information will be made available on the Company's website www.industrivarden.net, under the menu Corporate Governance/Annual General Meeting/2021 Extraordinary General Meeting, and at the Company's head office, Storgatan 10, SE-114 84 Stockholm, Sweden, no later than Thursday, 18 November 2021. The information is also sent to the shareholders who requested it and stated their address.

AB Industrivärden (publ)

Box 5403, SE-114 84 Stockholm, Sweden

Phone: +46-8-666 64 00

Internet: www.industrivarden.net

E-mail: info@industrivarden.se

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Processing of personal data

For information on Industrivärden's processing of personal data in relation to the Extraordinary General Meeting, please see the privacy notice on the Company's website www.industrivarden.net.

The Board of Directors' proposed agenda

  1. Election of a Chairman to preside over the Extraordinary General Meeting
  2. Election of persons to check the minutes
  3. Preparation and approval of voting list
  4. Approval of the agenda
  5. Decision as to whether the Extraordinary General Meeting has been duly convened
  6. The Board of Directors' proposal for resolution on:
    1. reduction of the share capital by way of cancellation of shares, and
    2. increase of the share capital by way of bonus issue.

Proposals for resolution

Item 1 Election of a Chairman to preside over the Extraordinary General Meeting

L E Lundbergföretagen proposes that Sven Unger be elected Chairman of the meeting, or if he is prevented from participating, Patrik Marcelius.

Item 2 Election of persons to check the minutes

L E Lundbergföretagen proposes Erik Brändström (Spiltan Aktiefond Investmentbolag) and Mikael Schmidt (SCA and Essity Pension Foundations and others) to check the minutes together with the Chairman of the meeting. In the event one or both of them is/are prevented from participating, it is proposed that firstly Jörgen Wärmlöv (Spiltan Aktiefond Investmentbolag) and secondly Jan Carlson (SCA och Essity Pension Foundations and others) be appointed to check the minutes together with the chairman of the meeting. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Item 3 Preparation and approval of voting list

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB, based on the register of shareholders for the Extraordinary General Meeting and received postal votes, controlled and checked by the persons assigned to check the minutes.

Item 6 The Board of Directors' proposal for resolution on reduction of the share capital by way of cancellation of shares and increase of the share capital by way of bonus issue

Background

On 21 October 2021, an Extraordinary General Meeting in Svenska Handelsbanken AB ("Handelsbanken") resolved on a dividend of a total of 30,461,977 Class A shares in

AB Industrivärden ("Industrivärden") to the shareholders in Handelsbanken in proportion to the number of shares they own in Handelsbanken at the record date for the dividend on 25 October 2021, whereby holdings of each 65th share in Handelsbanken (irrespective of share Class) entitles the holder to receive one Class A share in Industrivärden. Fractions of shares that are a result of shareholders' holdings not entitling to a whole number of Class A shares in Industrivärden will be sold through the agency of Handelsbanken.

Industrivärden's wholly owned subsidiary, Industrivärden Invest AB (publ) ("Invest"), holds

215 200 000 shares in Handelsbanken, corresponding to approximately 10,9 percent of the total number of shares and 11,0 percent of the total number of votes in Handelsbanken. Through the extra dividend in Handelsbanken, Invest will hold 3,310,769 Class A shares in Industrivärden.

AB Industrivärden (publ)

Box 5403, SE-114 84 Stockholm, Sweden

Phone: +46-8-666 64 00

Internet: www.industrivarden.net

E-mail: info@industrivarden.se

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

AB Industrivärden published this content on 23 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2021 16:49:03 UTC.


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Sales 2021 7 231 M 787 M 787 M
Net income 2021 15 735 M 1 712 M 1 712 M
Net Debt 2021 6 398 M 696 M 696 M
P/E ratio 2021 7,96x
Yield 2021 2,60%
Capitalization 124 B 13 465 M 13 449 M
EV / Sales 2021 18,0x
EV / Sales 2022 29,4x
Nbr of Employees 15
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Last Close Price 288,00 SEK
Average target price 298,25 SEK
Spread / Average Target 3,56%
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