Notice of Annual General Meeting in K-Fast Holding AB
The Annual General Meeting (“AGM”) of the shareholders in K-Fast Holding AB was held on Tuesday 19 May 2020 in Hässleholm, Sweden. The AGM approved the following main resolutions in accordance with the proposals presented.
Adoption of the Income Statement and Balance Sheet
The AGM adopted the Income Statement and Balance Sheet of the Parent Company and Consolidated Income Statement, Consolidated Balance Sheet and Auditor’s Report on the Consolidated Financial Statements for the period 1 January 2019 – 31 December 2019.
Allocation of profit or loss
The AGM approved the Board’s proposal to carry forward retained profit of SEK 996,354,133 at the disposal of the AGM.
The Board
The AGM discharged the Board members and CEO from liability for the previous financial year. The AGM resolved that the Board of Directors should comprise six members without deputies. The following members were re-elected to the Board: Ulf Johansson, Christian Karlsson, Sara Mindus, Jesper Mårtensson, Erik Selin and Jacob Karlsson. The AGM appointed Erik Selin as Chairman.
Directors’ fees
The AGM approved Directors’ fees in accordance with the Nomination Committee’s proposal of SEK 200,000 for the period up until the next AGM for each Board member not employed by the company, with the exception of Erik Selin. The Nomination Committee proposes that no fee be payable to Erik Selin. The proposed fees also include remuneration for committee work.
Auditor and fees
Ernst & Young AB (“EY”) was re-elected as company Auditor for the period until the end of the next AGM. EY will appoint Stefan Svensson as Auditor in Charge. Fees to the company’s Auditors are payable in accordance with approved invoice.
Guidelines for remuneration to senior executives
The AGM approved the Board’s proposed guidelines for remuneration to senior executives.
Amendments to the Articles of Association
The AGM approved the Board’s proposal regarding amendments to the Articles of Association due to expected and existing legislative changes.
Resolution on authorizing the Board to resolve to issue new shares
The AGM authorized the Board to decide, on one or several occasions, in the period up until the next AGM, with or without deviating from shareholders’ pre-emptive rights, to issue new shares. Authorization includes the right to pay for newly issued shares in cash, through offset or in the form of non-cash consideration. A maximum of 4,000,000 (four million) new class B shares can be issued under the authorization. The purpose of the authorization, and the reason for any deviation from shareholders’ pre-emptive rights, is to enable timely and cost-efficient new share issues, with the aim of financing the acquisition of properties or businesses by the company, or to carry out other investments. New share issues under this authorization, in deviation from shareholders’ pre-emptive rights, shall be based on a market-based subscription price that reflects market conditions at the time of issue. The CEO, or a party appointed by the Board, shall be entitled to make minor adjustments to the decision as required for registration.
Resolution on authorizing the Board to repurchase treasury shares
The AGM authorized the Board, in the period until the AGM 2021, to decide, on one or several occasions, to repurchase and transfer shares held in treasury. Repurchase may only occur on a regulated market place where the company’s shares are listed and at a price per share within the registered share price interval as applicable from time to time, corresponding to the interval between highest bid price and lowest offer price. The authorization permits the company to repurchase a maximum of shares corresponding to one tenth of the total number of shares issued in the company. The purpose of authorization is to create conditions that allow the Board to reach expedient decisions regarding the effective utilization of the company’s capital and liquidity. Authorization permits the Board, if it is considered appropriate, to utilize potential surplus liquidity to effect reversals to shareholders without necessitating a dividend proposal and/or cancellation of shares to be presented to the AGM. Authorization also aims to increase the company’s flexibility to carry out acquisitions of properties, businesses or other investments.
Due to the current coronavirus pandemic, and the associated infection risk, the company implemented a number of precautionary measures aimed at minimizing the risks, and to enable shareholders to participate in the AGM despite the current situation. This included a video recording of the CEO’s comments (in Swedish) on the Group’s operations and plans for 2020. The video can be viewed on the company’s website (www.k-fastigheter.se/bolagsstyrning/bolagsstamma/)
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Hässleholm, Sweden, May 2020
K-Fast Holding AB
The Board
For more information, please contact:
Anders Antonsson, IR Manager e-mail: anders.antonsson@k-fastigheter.se, telephone: +46 709 994 970
As a property company, K-Fastigheter’s objective is to add value for tenants by creating attractive homes with superior comfort. The Group’s operations encompass active property management, project development and proprietary construction operations. To enhance cost efficiency and cut construction times, K-Fastigheter has chosen to work with three concept buildings, developed in-house and constructed for proprietary management. K-Fastigheter provides some 1,800 homes in several locations in the Öresund region, in the province of Småland and in western Sweden, and is assessing new markets as production capacity increases. The Group’s property portfolio has a book value of approximately SEK 5.0 billion, with an annual rental value of about SEK 210 million. Since November 2019, the company’s class B shares have been traded on Nasdaq Stockholm (ticker: KFAST B). Read more at www.k-fastigheter.se