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 Wednesday 19 May 2021. Against the background of the ongoing Covid-19 pandemic and to reduce the spread of infection, the AGM was held in the form of a postal ballot with no in-person representation, on the basis of temporary legislation.
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 2020 – 31 December 2020.
Allocation of profit or loss
The AGM approved the Board’s proposal to carry forward retained profit of SEK 1,482,409,820 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.
Remuneration Report
The AGM approved the Board’s Remuneration Report.
Changes to the Articles of Association and share split
The AGM adopted the Board’s proposed resolution to revise § 5 of the Articles of Association on the basis of the proposed share split.
The AGM adopted the Board’s proposed resolution to effect a 6:1 share split whereby each existing share is divided into six shares of the same class. Furthermore, the AGM authorized the Board to decide on the record date for the share split. The share split increases the number of shares in the company to a total of 215,331,168 shares, divided over 22,500,000 Class A shares and 192,831,168 Class B shares, and changes the quotient value of the share from SEK 1.60 to approximately SEK 0.27.
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 departing 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. Based on the authorization, the number of shares can be increased, within the framework of the authorization, to a maximum of 24,000,000 (twentyfour million) new Class B shares.
The purpose of the authorization, and the reason for any departure 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 specified under item (iv) is conditional on the AGM’s adoption of the Board’s proposed resolution regarding the share split.
Resolution on authorizing the Board to repurchase treasury shares
The AGM authorized the Board, in the period until the AGM 2022, 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. Within the framework of the authorization, the company is permitted to repurchase a maximum number of shares corresponding to one tenth of the total number of shares issued in the company.
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.
The 2021 AGM Movie
To watch a video of the CEO’s commenting in Swedish on the Group’s operations and plans for 2021, please go to www.k-fastigheter.com/bolagsstyrning/bolagsstamma
---
Hässleholm, Sweden, May 2021
K-Fast Holding AB
The Board
For more information, please contact:
Anders Antonsson, IR Manager e-mail: anders.antonsson@k-fastigheter.se, 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 2,280 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 SEK 7.4 billion, with an annual rental value of about SEK 278 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
Tags: