Following a public takeover bid for ICA Gruppen AB, Murgröna Holding AB (publ) (“Murgröna“) announced on December 16, 2021 that the Offer was declared unconditional and that the acceptance deadline was extended to January 7, 2022. On December 20, 2021, Murgröna announced that the Offer has been accepted to such an extent that Murgröna holds more than 90 percent of the outstanding shares and votes in ICA Gruppen and Murgröna have thus also called for compulsory redemption of the remaining shares in ICA Gruppen. On November 10, 2021, the ICA Traders’ Association and AMF Pensionsförsäkring AB, through Murgröna, had published a public takeover bid for ICA Gruppen AB.
Against the above background, and in accordance with the request of Murgröna, the Board of Directors of ICA Gruppen has decided to apply for delisting of ICA Gruppen’s shares from Nasdaq Stockholm. The last day for trading in ICA Gruppen’s shares will be announced as soon as possible after ICA Gruppen has received confirmation of this from Nasdaq Stockholm.
The Board of ICA Gruppen has furthermore, at the request of Murgröna, decided to convene an Extraordinary General Meeting to be held on February 3, 2022, for a decision on, among other things, the election of the Board.
Extraordinary General Meeting of ICA Gruppen AB (publ)
The shareholders of ICA Gruppen AB (publ), corporate registration number 556048-2837, are hereby invited to an Extraordinary General Meeting to be held on Thursday 3 February 2022 at 10:00 CET at the company’s head office, Kolonnvägen 20, Solna. Registration will open at 9:30 CET.
INFORMATION BY REASON OF THE CORONA VIRUS
In light of the COVID-19 pandemic, ICA Gruppen has decided to implement precautionary measures in connection with the Extraordinary General Meeting. The measures strive to ensure that the general meeting can be held with as little risk as possible for shareholders, employees, and other stakeholders. Shareholders are urged to comply with the authorities’ recommendations and to take responsibility for preventing the spread of the virus. Shareholders who are concerned about the spread of the virus, belong to a risk group, suspect an infection, or have visited a risk area are urged not to participate in person and instead participate through a proxy. There will be no other activities and no food or beverage will be served at the general meeting. Presentations will be kept to a minimum and the number of present representatives from the company will be limited.
The company will monitor the development and potential new recommendations closely, whereby the circumstances regarding the general meeting may be changed at short notice.
Background
Murgröna Holding AB (publ) (”Murgröna”) has informed ICA Gruppen that Murgröna holds shares corresponding to more than 90 percent of the shares and votes in the company and has requested that the board of directors convene an extraordinary general meeting in order to address the matters that are set out in the proposed agenda. Furthermore, Murgröna has informed the company that it intends to revert with proposals for item no. 8–11 in the proposed agenda in connection with the general meeting, at the latest.
Notice of attendance
Shareholders who wish to participate in the general meeting must
– be registered in the shareholder register maintained by Euroclear Sweden AB as of Wednesday 26 January 2022,
– notify their intention to participate in the general meeting no later than Friday 28 January 2022, via the company’s website, www.icagruppen.se, or by writing to ICA Gruppen AB (publ), Extraordinary General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, or by telephoning +46 8 402 90 40 on weekdays between 09.00 and 16.00. Registration must include the shareholder’s name, personal or corporate identity number, address, and telephone number. Shareholders who wish to be accompanied by an assistant (maximum two) must indicate this in their notification. Where applicable, for example for a legal entity, notification should also include complete authorization documents such as a certificate of registration or equivalent.
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder’s own name in the shareholder register kept by Euroclear Sweden AB in order to participate in the general meeting (voting registration). The nominee must have performed the voting registration with Euroclear by Friday 28 January 2022, at the latest. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee’s instructions.
Shareholders who are represented by proxy must provide their representative with written authorization. If the authorization was issued by a legal entity, an attested copy of the current certificate of registration for the legal entity must be appended. The authorization must be dated. The authorization may be valid for up to five years from the date of issue unless otherwise specified in the authorization. If no period of validity is stated, the authorization will be effective for no more than one year from the date of issue. Copies of the authorization and the certificate of registration, where applicable, should be sent in good time prior to the general meeting to ICA Gruppen AB (publ), Extraordinary General Meeting, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. Proxy forms are available at the company and on the company’s website www.icagruppen.se.
Notifications received in time will be confirmed by the sending of an admission pass that is to be presented at the entrance to the meeting venue along with any proxy form and other authorization documents.
