To the minority owners of Swedish Match AB
Philip Morris Holland Holdings B.V., a Dutch private limited liability company, corporate identity number 20028955 (“PMHH”), holds more than nine-tenths of the shares in Swedish Match AB, corporate identity number 556015-0756 (“Swedish Match”). Pursuant to Chapter 22, Section 1 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), PMHH therefore has the right to request compulsory redemption of the remaining shares in Swedish Match. PMHH has decided to exercise this right.
As it has not been possible to reach an agreement regarding redemption with all remaining shareholders, PMHH has on December 2, 2022 submitted a request to the Board of Directors of Swedish Match that the dispute to be resolved by arbitrators in accordance with Chapter 22, Section 6 of the Swedish Companies Act. PMHH has appointed the lawyer Robert Ohlsson as its arbitrator.
The remaining shareholders of Swedish Match are hereby given the opportunity to notify Swedish Match in writing if they wish to represent themselves in the proceedings and to state their arbitrator, within two weeks of the announcement hereof having been published in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and Svenska Dagbladet. Such notice may be sent to Swedish Match AB, Att: Carl Persson, c/o Roschier Advokatbyrå AB, P.O. Box 7358, SE-103 90 Stockholm, Sweden, or by email to carl.persson@roschier.com.
If the shareholders do not state their joint arbitrator within this period of time, the Board of Directors of Swedish Match will apply with the Swedish Companies Registration Office (Sw. Bolagsverket) for the appointment of a trustee pursuant to Chapter 22, Section 8 of the Swedish Companies Act. The trustee will thereafter appoint a joint arbitrator on behalf of the minority shareholders and protect the rights of absent shareholders in the dispute. The consideration for the shares will be paid to the shareholders through Euroclear Sweden AB when the ruling has become effective, without the shareholders having to take any particular measures.
Swedish Match shareholders who have already tendered their shares to PMHH’s public takeover offer can disregard this letter.
Stockholm, December 2022
SWEDISH MATCH AB (publ)
The Board of Directors
