Notice of Extraordinary General Meeting in K-Fast Holding AB (publ)
The shareholders of K-Fast Holding AB (publ), corporate identity no. 556827-0390 (the “Company” or “K-Fastigheter”), are hereby invited to the Extraordinary General Meeting (“EGM”) held on Monday 8 April 2024 at 5:00 p.m. CEST at the Company’s premises at Bultvägen 7 in Hässleholm, Sweden. This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Registration etc.
Shareholders wishing to participate in the EGM of K-Fast Holding AB must:
- be included in the share register maintained by Euroclear Sweden AB on Wednesday 27 March 2024, and
- no later than Tuesday 2 April 2024 notify their intention to participate in the EGM.
Registration takes place by submitting a written notice to K-Fast Holding AB, FAO: Johan Hammarqvist, Bultvägen 7, SE-281 43 Hässleholm, Sweden or via e-mail to ir@k-fastigheter.se. Registration must include the shareholder’s name, personal identity no./corporate identity no., address, telephone number and number of shares.
Representatives and assistants
Shareholders that are represented by proxy must provide a signed and dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of a valid certificate of incorporation of the legal entity (or equivalent document for a foreign legal entity) must be attached. The power of attorney must not be older than one year, unless a longer period of validity (subject to a maximum of five years) has been specified in the power of attorney.
Shareholders may bring one or two assistants to the EGM, provided the shareholder registers their attendance in accordance with the procedure for shareholders described above.
To facilitate registration, an original power of attorney and certificate of incorporation, and any other authorization documentation, must be submitted to the Company at the following address: K-Fast Holding AB, FAO: Johan Hammarqvist, Bultvägen 7, SE-281 43 Hässleholm, Sweden, in sufficient time before the EGM.
Power of attorney forms for shareholders wishing to participate in the EGM through a proxy representative will be published on the Company’s website www.k-fastigheter.com/en.
Advance voting
Shareholders are entitled to exercise their right to vote at the EGM through advance voting. A specific form must be used for advance voting. The form can be found at www.k-fastigheter.com/en/corporate-governance/general-meetings. Shareholders exercising their right to vote in advance do not need to register separately for the EGM. Submission of the advance voting form constitutes registration. K-Fast Holding AB must have received the completed form by no later than Tuesday 2 April 2024. The completed form shall be submitted to the address indicated under “Registration etc.” above. The completed form can also be submitted electronically to ir@k-fastigheter.se.
Nominee registered shares
To be entitled to participate in the EGM, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 27 March 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines.
Proposed agenda
- Election of the Chairman of the EGM
- Preparation and approval of the voting register
- Election of one or two persons to approve the minutes of the EGM
- Determining whether the EGM has been duly convened
- Approval of the agenda
- Resolution on approval of the Board of Directors’ decision regarding directed issue
- Closing the EGM
Proposals
Resolution to approve resolution by the Board of Directors to issue share (item 6)
The Board of Directors of K-Fastigheter proposes that the general meeting resolves to approve the Board of Directors' resolution from 13 March 2024, subject to the general meeting's subsequent approval, to increase the Company's share capital by not more than SEK 224,533.333333 through a new issue of not more than 842 000 shares of series B, each with a quota value of approximately SEK 0.266667.
The following main terms shall apply to the share issue. The subscription price per share is SEK 19.19. With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by institutional and other qualified investors. Subscription for the shares shall be made on a special subscription list no later than 13 March 2024. Payment for the subscribed shares shall be made no later than 10 April 2024. The new shares entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office. It was noted that over-subscription cannot occur.
Due to the forthcoming new issue, the Company's Board of Directors of directors has made an overall assessment and carefully considered the possibility of raising capital through a new issue with preferential rights for the Company's shareholders. The Board of Directors considers that the reasons for deviating from the shareholders' preferential right are (i) that a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price, particularly in light of the current market volatility and the challenging market conditions, and (ii) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue. The Board of Directors' overall assessment is that, given current market conditions, a new issue which deviates from the shareholders' preferential right, given the flexibility it allows, is the most suitable option for carrying out the capital raise.
The subscription price per new share in the share issue has been determined by the Board of Directors of the Company in consultation with Danske Bank A/S, Danmark, Sverige Filial following arms-length negotiations with the investors and corresponds to the closing price of SEK 19.19 per share 13 March 2024 and is therefore, taking into account the feedback from investors that the Company has received during the market sounding, deemed to reflect fair market value.
The subscription price per new share in the share issue has been determined by the Board of Directors of the Company in consultation with Danske Bank A/S, Danmark, Sverige Filial following arms-length negotiations with the investors based on and corresponds to the closing price of SEK 19.19 per share 13 March 2024 and is therefore, taking into account the feedback from investors that the Company has received during the market sounding, deemed to reflect fair market value.
The Company’s CEO is authorized to undertake the minor formal adjustments to the resolution to issue the new shares that may prove necessary in connection with registration of the new shares with Swedish Companies Registration Office or Euroclear Sweden AB.
The resolution require approval of at least two thirds of the shares represented and votes cast at the general meeting. Jacob Karlsson AB and Erik Selin Fastigheter AB, which together hold approximately 65 per cent. of the shares and approximately 75 per cent. of the votes in K-Fastigheter, has undertaken to vote at the EGM in favour of the proposal by the Board of Directors to approve the resolution on the issue as set out above.
Other information
Processing of personal data
For information about how the Company processes personal data in connection with the EGM, please refer to the privacy policy on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Number of shares and votes
As of the date of the Notice convening the EGM, the Company had a total of 239,331,168 shares, representing a total of 239,331,168 votes, divided over 22,500,000 class A shares and 216,831,168 class B shares. The Company does not hold treasury shares.
Documents
The Board of Directors’ decision regarding share issue and other documents required under the Companies Act (2005:551), will be published by 14 March 2024 on the Company’s website www.k-fastigheter.com/en, at the Company’s address at Bultvägen 7, SE-281 43 Hässleholm, Sweden, and will be mailed free of charge to shareholders on request to their specified postal or email address.
Shareholder’s right to ask questions
The Board of Directors and the CEO shall, on request by shareholders, and provided the Board of Directors 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 and the consolidated financial statements. Individuals wishing to submit questions in advance may do so at the address indicated above.
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Hässleholm in March 2024
K-Fast Holding AB (publ)
The Board
For more information, please contact:
Johan Hammarqvist, Head of Investor Relations and Communications
e-mail: johan.hammarqvist@k-fastigheter.se, telephone: +46 (0)10-167 60 99
K-Fastigheter is much more than a property company. Through an integrated process, we build our business in the four business areas project development, prefab, construction and property management. To enhance cost efficiency and cut construction times, K-Fastigheter has chosen to work with three concept houses, developed in-house and constructed for own management. K-Fastigheter offers close to 4,900 homes from Copenhagen in the south to Gävle in the north and is continuously assessing new markets. K-Fastigheter strive to create attractive homes with a high comfort factor. The Group’s property portfolio has a book value SEK 14,9 billion. Annual rental value in invest properties under management amounts to SEK 661 million. Since November 2019, the company’s Class B shares have been traded on Nasdaq Stockholm under the (ticker: KFAST B). Read more at k-fastigheter.com