Resolutions at Eastnine’s Annual General Meeting 2024
Annual General Meeting (AGM) in Eastnine AB (publ) was held on Thursday 25 April 2024. At the AGM, decisions were made on e.g. dividend, Board, amendment of the articles of association, resolution regarding authorization for the Board of Directors to resolve on transfer, acquisition and new issue of shares. Furthermore it was resolved on a share split and to establish an incentive programme. The most important decisions are summarised below.
Resolution of the AGM (in summary):
Adoption of the income statements, balance sheets and dividend
The AGM adopted the 2023 income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the Eastnine group.
The AGM resolved on a dividend to the shareholders corresponding to SEK 4.64 per share (SEK 1.16 per share post share split). The dividend shall be distributed on four payment occasions of SEK 1.16 per share and dividend occasion (SEK 0.29 per share at the payment occasions two to four (inclusive) post share split). Record dates for the dividend are Monday, 29 April 2024; Tuesday, 27 August 2024; Tuesday, 12 November 2024; and Tuesday, 21 January 2025. The dividend payment will be distributed via Euroclear Sweden AB on Friday, 3 May 2024; Friday, 30 August 2024; Friday, 15 November 2024; and Friday, 24 January 2025.
Discharge from liability, Board of Directors, remuneration report and Auditor
The members of the Board of Directors and the CEO were discharged from liability for the financial year 2023.
The AGM approved the Board of Directors’ remuneration report for the financial year 2023.
The AGM decided that the Board of Directors shall consist of six (6) members. Liselotte Hjorth, Peter Elam Håkansson, Christian Hermelin, Hanna Loikkanen and Ylva Sarby Westman were re-elected as Board members and Louise Richnau was elected as new Board member. Liselotte Hjorth was re-elected Chairman of the Board. Remuneration to the Chairman of the Board was set at SEK 840,000 and to other members of the Board SEK 420,000 per Board member. There shall be no additional remuneration for committee work.
The registered auditing firm KPMG, with the authorized auditor Peter Dahllöf as auditor in charge, was re-elected as auditor. Fees to the auditor shall be based on approved invoices.
Share split and amendment of the articles of association
The AGM resolved on a share split whereby each share shall be divided into four shares (a so called share split, 4:1). The AGM authorized the Board of Directors to determine the record date for the share split. The AGM also resolved on an amendment of the articles of association including that the provisions on preference shares are removed resulting in the Company’s existing ordinary shares only being referred to as “shares”, and that the number of shares shall be not less than 80,000,000 and not more than 320,000,000.
Establishment of an incentive programme by way of an issue of warrants to the participants
The AGM resolved to establish an incentive programme by way of an issue of warrants to the participants. The incentive programme is directed to all employees in the Eastnine group (currently 21 persons). The participants in the incentive programme are offered to subscribe for warrants at the fair market value of such warrant at the time of subscription and for each warrant purchased by the participants at the fair market value, an additional warrant is received free of charge. The number of warrants offered free of charge is limited to a certain specified level which is calculated based on the participant’s monthly fixed gross salary. Each warrant shall entitle the participants to, from and including 15 May 2027 (however not earlier than the day after the publication of the company’s interim report for the period January–March 2027) up to and including the date that falls 14 calendar days thereafter, subscribe for one new share in the company at a price equivalent to 125 per cent of the volume-weighted average price of the company’s share on Nasdaq Stockholm during a ten trading days measurement period before the AGM 2024. In total, up to 894,812 warrants may be issued to participants in the programme, which would entail a dilution of approximately 1.0 per cent and an increase of the company’s share capital by approximately EUR 36,597.81.
Authorization for the Board of Directors to transfer and acquire own shares
The AGM authorized the Board of Directors, on one or several occasions until the next AGM, to resolve on transfer and acquisition of own shares. Transfer of own shares may be made on Nasdaq Stockholm or otherwise. Acquisition of own shares may be made on Nasdaq Stockholm or in accordance with an offer to all shareholders and may amount to a maximum of so many shares that the company’s holding of own shares at any time does not exceed 10 per cent of all shares in the company.
Authorization for the Board of Directors to resolve on new share issue
The Board of Directors was authorized, on one or several occasions until the next AGM, with or without deviation from the shareholders’ preferential right, to resolve on new issues of shares corresponding to not more than 10 per cent of the company’s share capital.
Eastnine AB (publ)
For more information contact:
Kestutis Sasnauskas, CEO, +46 8 505 97 700
Britt-Marie Nyman, CFO and deputy CEO, +46 70 224 29 35
Visit www.eastnine.com
Eastnine AB (publ) is a Swedish real estate company listed at Nasdaq Stockholm, Mid Cap, sector Real Estate. Eastnine’s business concept is to be the leading long-term provider of modern and sustainable office premises in prime locations at selected markets in the Baltics and Poland.