Notice of Annual General Meeting in K-Fast Holding AB
The shareholders of K-Fast Holding AB (publ), corporate identity no. : 556827-0390 are hereby invited to the Annual General Meeting (“AGM”) on 19 May 2021. Due to the Covid-19 pandemic, the Board has decided that the AGM will be held only through advance voting (postal ballot) on the basis of temporary legislation that applies during 2021. More information about the postal ballot procedure can be found under the heading “Precautionary measures due to Covid-19 – postal ballot” below.
This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The matters to be addressed by the AGM are set out in the proposed agenda:
1. Election of the Chairman of the AGM
2. Preparation and approval of the voting register
3. Election of one or two persons to attest the minutes and the votes
4. Determining whether the AGM has been duly convened
5. Approval of the agenda
6. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Financial Statements and the Auditor’s Report on the Consolidated Financial Statements for the period 1 January 2020— 31 December 2020
7. Resolutions regarding
a. adoption of the Income Statement and Balance Sheet and Consolidated Income Statement and Consolidated Balance Sheet,
b. allocation of profit or loss in accordance with the adopted Balance Sheet and,
c. discharge from liability for Board members and the CEO
8. Determining the number of Board members to be elected by the AGM
9. Determining the number of Auditors
10. Resolution on remuneration to Board members and Auditors
11. Election of Board members
12. Election of Auditors
13. Approval of the remuneration report
14. Resolution in respect of the board of directors’ proposal for change of the articles of association and split of shares
15. Resolution regarding authorizing the Board to decide to issue new shares
16. Resolution regarding authorizing the Board to repurchase treasury shares
17. Closing the AGM
The Nomination Committee proposes that the AGM elects Erik Selin Chairman of the AGM.
The voting register proposed to be approved is to be compiled by the company, based on the AGM share register and received postal ballots, verified by the person attesting the Minutes.
The Board of Directors proposes that the Annual General Meeting appoint Mikael Hoffman, representing ER-HO Förvaltning AB, or in the event of an impediment, the person or persons appointed by the Board instead. The scrutineer’s assignment also includes checking the voting register and that received postal ballots are correctly reflected in the minutes of the meeting.
The following unrestricted equity is at the disposal of the AGM:
Retained earnings (SEK) 1,491,421,633
Profit after tax for the year (SEK) -9,011,813
Total (SEK) 1,482,409,820
The Board proposes that no dividend be paid for the financial year 2020 and that profit of SEK 1,482,409,820 be carried forward.
The reason for the proposal is that the Board considers that the company’s growth should be prioritized over dividend to shareholders. The Board considers that unrestricted equity can be utilized more expediently by being reinvested in the operations, with the objective of creating the right conditions for reaching pre-determined growth targets.
The Nomination Committee proposes that the AGM decide that the Board shall comprise six (6) Board members.
The Nomination Committee proposes that the AGM appoints one (1) Auditor.
The Nomination Committee proposes that the AGM decide that a fee of SEK 200,000 shall be payable for the period up until the next AGM for each Board member not employed by the company. The Nomination Committee proposes that no fee be payable to Erik Selin. The proposed fees also include remuneration for committee work.
The Nomination Committee proposes that the AGM decide that fees to the company’s Auditors are payable in accordance with approved invoice.
The Nomination Committee proposes that the AGM:
(i) re-elects Erik Selin as Chairman of the Board;
(ii) re-elects Jacob Karlsson as Board member;
(iii) re-elects Christian Karlsson as Board member;
(iv) re-elects Sara Mindus as Board member;
(v) re-elects Jesper Mårtensson as Board member; and
(vi) re-elects Ulf Johansson as Board member.
The Nomination Committee proposes that registered audit firm Ernst & Young AB is re-elected as the company’s Auditor by the AGM.
The Board proposes that the AGM decide to approve the Board’s Report on remuneration, according to the Swedish Companies Act, chapter 8, section 53 a.
The Board proposes that the § 5, first paragraph, of the Articles of Association is amended and the new reading is:
The minimum number of shares shall be 100,000,000 and the maximum number of shares shall be 400,000,000.
The amendment is proposed in order to facilitate the share split, as described below.
The Board of Directors proposes that the AGM pass a resolution regarding a share split so that each existing share is divided into six shares of the same class. The proposal means that the number of shares is increased by six and that the current quota value of each share is divided by six. After the share split has been carried out, the total number of shares in the company will have increased from 35,888,528 shares to 215,331,168 shares, represented by 22,500,00 Class A shares and 192,831,168 Class B shares. The proposed share split will result in a change of each share’s quota value from SEK 1.6 to approximately SEK 0.27.
The objective of the share split is to achieve a appropriate number of shares in the company and increase the liquidity in the share. The Board of Directors proposes that the AGM authorize the Board to make decision on the record date for the share, on the that of Notice to attend is expected to be 27 May 2021. The record date can not be resolved in a manner that the date is before that of the registration with the Bolagsverket (the Swedish Companies Registration Office). Further, the Board proposed that the AGM authorize the Board, or any person appointed by the Board, to make necessary adjustments to the resolution in order to enable registration of the share split with the Bolagsverket and with the Euroclear Sweden AB.
The Board proposes that the AGM decide:
(i) to authorize the Board to make decisions regarding one or several new share issues of Class B shares;
(ii) that such new share issue/issues may be effected with deviation from shareholders pre-emptive rights;
(iii) that payment for newly issued shares shall be made in cash, through offset or in the form of non-cash consideration;
(iv) that the company may issue a maximum of 24,000,000 (twenty-four million) new Class B shares under the authorization; and
(v) that the authorization shall apply until the AGM 2022.
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, departing from shareholders’ pre-emptive rights, shall be based on a market-based subscription price that reflects market conditions at the time of issue.The number of shares in item (iv) is based on the premise that the AGM resolves to divide shares in accordance with the Board’s proposal.
The CEO, or a party appointed by the Board, shall be entitled to make minor adjustments to the decision as required for registration.
The Board proposes that the AGM decide:
(i) to authorize the Board to decide, on one or several occasions, to acquire Class B shares held in treasury
(ii) that acquisitions may only occur on a regulated market place where the company’s shares are listed;
(iii) that the minimum price per share shall correspond to the volume-weighted average share price in the five most recent days of trading before the Board decision and a maximum of the volume-weighted average share price in the five most recent days of trading before the Board decision multiplied by 1.1;
(iv) that the authorization permits a maximum repurchase of shares corresponding to one tenth of the total number of shares issued in the company; and
(v) that the authorization shall apply until the AGM 2022.
The purpose of the authorization is to create the right conditions for 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 more administratively complex procedures such as customary dividend and/or cancellation of shares.
Shareholders jointly representing 78.6 percent of the total number of votes in the company have announced that, with regard to items 7.b., 14, 15 and 16 of the proposed Agenda, they will support the following proposals at the AGM:
- item 7.b., approve the Board’s proposal;
- item 14, approve the Board’s proposal;
- item 15, approve the Board’s proposal; and
- item 16, approve the Board’s proposal.
For decisions on the matters proposed under items 14, 15 and 16, decisions shall only be valid if they have been approved by a minimum of two thirds of the votes held by shareholders, and the votes represented by such shareholders at the AGM.
Right to participate in the AGM
Shareholders wishing to participate in the AGM of K-Fast Holding AB must:
- be included in the share register maintained by Euroclear Sweden AB on 10 May 2021, and
- notify K-Fast Holding AB, by no later than 18 May 2021, through postal ballot, of their intention to participate in the AGM.
At the AGM, each shareholder is entitled to vote on behalf of the entire number of shares held and/or represented.
Shareholders whose shares are registered under a nominee must temporarily re-register the shares in their own name in the share register to be entitled to participate at the AGM. In order for such re-registration to have been completed on the record date, the shareholder must notify the relevant manager in good time before this date.
Registration takes place by submitting a postal vote to K-Fast Holding AB, FAO: Anders Antonsson, Bultvägen 7, SE-281 43 Hässleholm, Sweden or via e-mail to firstname.lastname@example.org.
Registration must include the shareholder’s name, personal identity no. / corporate identity no., address and telephone number.
Precautionary measures due to Covid-19 - postal ballot
Due to the risk of contributing to the spread of Covid-19, K-Fast Holding AB has decided that the AGM will be held entirely by postal ballot with the support of temporary legislation applying during 2021. This means that the AGM will be held without shareholders, representatives or external parties being physically present. Shareholders’ right to exercise their voting rights at the AGM can only be exercised by postal ballot in the manner indicated below.
Shareholders can exercise their voting rights at the AGM only through advance voting, known as postal ballot in accordance with § 22 of legislation (2020:198) relating to temporary exemptions to facilitate holding general meetings. For postal ballots, a special form must be used. The form is available at K-Fast Holding AB’s website, www.k-fastigheter.com. The form for postal ballots also serves as a registration form for participation at the AGM.
The completed and signed form must have been received by K-Fast Holding AB by no later than 18 May 2021. The form shall be sent to K-Fast Holding AB in accordance with the instructions provided under “Registration”.
If a shareholder submits their postal ballot through a representative, a Power of Attorney must be attached to the postal ballot form. The Power of Attorney form in Swedish and English are provided by the company on request and are also available at the company’s website, www.k-fastigheter.com. The Power of Attorney is valid for one (1) year from the date of issue or a longer period specified on the Power of Attorney, subject to a maximum of five (5) years. If the shareholder is a legal entity the certificate of incorporation or other formal authorization, no older than one (1) year, that specifies the authorized signatory shall be attached to the form.
Shares and share register
K-Fast Holding AB’s share register is kept by Euroclear Sweden AB.
As of the date of the Notice convening the AGM, the company has a total of 35,888,528 shares divided over 3,750,000 Class A shares and 32,138,528 Class B shares. Each Class A share corresponds to five (5) votes and each Class B share to one (1) vote. The total number of votes in the company amounts to 50,888,528. The company holds no Treasury shares.
The Power of Attorney form and other documents to be presented at the AGM will be made available to shareholders on the company’s website www.k-fastigheter.com by 28 April 2021 at the latest. Shareholders wishing to access this documentation can also register their interest with the company’s IR Manager Anders Antonsson, email@example.com, who will send the documentation by postal service free of charge.
The Board and CEO shall, on request by shareholders, and provided the Board considers that such action does not cause material damage to the company, provide information regarding conditions that may influence the consideration of an item on the agenda, and conditions that could impact the evaluation of the company’s or a subsidiary’s financial situation and the company’s relationship to another Group company. A request for such information must be presented in writing to the company by no later than 10 May 2021 at the postal or email address indicated above under “Registration”.
The information will be provided by being made available on the company’s website www.k-fastigheter.com by no later than 14 May 2021. In the same period, the information will also be sent to shareholders who have requested it and provided their address.
Date of publication
The AGM’s significant decisions will be published by no later than 20 May 2021.
Processing of personal data
Hässleholm, Sweden, April 2021
K-Fast Holding AB (publ)
For more information, please contact:
Anders Antonsson, IR Manager e-mail: firstname.lastname@example.org, telephone: +46 708 730 900
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 2,240 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 SEK 6.9 billion, with an annual rental value of about SEK 265 million. Since November 2019, the company’s Class B shares have been traded on Nasdaq Stockholm under the (ticker: KFAST B) Read more at www.k-fastigheter.com