Notice to Extraordinary General Meeting in Kungsleden
The shareholders of Kungsleden AB (publ) are hereby invited to attend the Extraordinary General Meeting, to be held on 10 December 2021.
The Extraordinary General Meeting is convened at the request of the shareholder Castellum AB (publ) ("Castellum"), who represents approximately 91.9 percent of the total outstanding shares and votes in Kungsleden as per the date of this notice. Castellum has requested that an Extraordinary General Meeting is held to resolve upon the number of Board members, the election of Board members, election of Chairman of the Board of Directors and remuneration for the new Board of Directors.
Due to the continued uncertain situation concerning the spread of the virus that causes Covid-19, the Board of Directors has decided that the meeting will be held only through advance voting in accordance with temporary legislation being in effect in 2021. It will not be possible to attend the Extraordinary General Meeting in person or by proxy. Shareholders are encouraged to ask any questions in advance of the Extraordinary General Meeting, in accordance with the procedure set out below under "Shareholders' right to request information".
Conditions for participation
Shareholders who wish to participate in the Extraordinary General Meeting
shall be registered in the shareholders’ register maintained by Euroclear Sweden AB on Thursday 2 December 2021, and
shall notify the company of their intention to attend the Extraordinary General Meeting no later than Thursday 9 December 2021 (the weekday before the Extraordinary General Meeting) by casting their advance vote in accordance with the instructions under the heading "Advance voting" below, so that the advance vote is received by Euroclear Sweden AB no later than Thursday 9 December 2021.
Nominee-registered shares
In order to be entitled to participate in the meeting, shareholders who have their shares registered in the names of nominees must, apart from giving notice of their attendance at the meeting, register their shares in their own name so that the shareholder is entered in the share register as per 2 December 2021. Such registration may be temporary (so-called voting right registration) and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 2 December 2021 will be considered in the presentation of the share register.
Advance voting
Shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance through so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Kungsleden's website, www.kungsleden.se/egm2021. The advance voting form is considered as the notification of participation at the Extraordinary General Meeting.
The completed form must be received by Euroclear Sweden AB (being the administrator of the forms for Kungsleden) no later than Thursday 9 December 2021. The completed form shall be sent to Kungsleden AB, "Extraordinary General Meeting", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either through BankID signing as per instructions available on https://anmalan.vpc.se/euroclearproxy or through sending the completed voting form by e-mail to GeneralMeetingService@euroclear.com.
If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Proxy forms are available on the company's website, www.kungsleden.se/egm2021. If the shareholder is a legal entity, a copy of a registration certificate or a corresponding document for the legal entity shall be enclosed together with the form. The shareholder may not provide special instructions or conditions on the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Proposed agenda
- Election of Chairman of the Extraordinary General Meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one or more persons to verify the minutes.
- Determination as to whether the Extraordinary General Meeting has been duly convened.
- Determination of the number of members of the Board of Directors.
- Election of members of the Board of Directors:
- Rutger Arnhult,
- Jakob Mörndal,
- Mariette Hilmersson, and
- Kristina Månesköld.
- Election of Chairman of the Board of Directors.
- Resolution on remuneration for the new Board of Directors.
Proposals
Item 1 The Board of Directors proposes that Tone Myhre-Jensen, member of the Swedish Bar Association, or, if she is unable to attend the meeting, the person assigned by the Board of Directors, is elected Chairman of the Extraordinary General Meeting.
Item 2 The voting list which is proposed to be approved under item 2 of the agenda shall be the voting list drawn up by Euroclear Sweden AB at the request of the company, based on the meeting's share register and advance votes received, and shall be controlled by the persons verifying the minutes.
Item 4 The Board of Directors proposes that Sverre Linton, representative of Aktiespararna, and Tilda Rosengren, representative of Castellum, or, if any or both of them are unable to attend the meeting, any of the persons assigned by the Board of Directors, shall verify the minutes. The persons verifying the minutes shall also control the voting list and that received advance votes are correctly reflected in the minutes.
Item 6 Castellum proposes that the Board of Directors shall consist of four members.
Item 7 Castellum proposes that the Board of Directors until the end of the next Annual General Meeting shall comprise the members Rutger Arnhult, Jakob Mörndal, Mariette Hilmersson and Kristina Månesköld. All current Board members in Kungsleden are dismissed in connection with the Extraordinary General Meeting provided that the meeting elects in accordance with Castellum’s proposal.
Further information regarding the proposed members of the Board of Directors will be available on the company’s website at www.kungsleden.se/egm2021.
Item 8 Castellum proposes that Rutger Arnhult is elected as Chairman of the Board of Directors.
Item 9 Castellum proposes that no remuneration shall be paid to the Board of Directors until the end of the next Annual General Meeting.
Documentation
The notice to the Extraordinary General Meeting, postal voting form and proxy form are available at the company's premises and on the company's website www.kungsleden.se/egm2021. A presentation of the proposed members of the Board of Directors will also be available at the company's premises and on the company's website no later than 19 November 2021. The documents are presented, and the information is provided, by being available at the company's premises and on the company's website. The documents will be sent by post to the shareholders who so request and who state their postal address. The register of shareholders for the Extraordinary General Meeting will be available at the company’s head office Hangövägen 20, 4th floor, SE-115 41 Stockholm.
Number of shares and votes
As per the date of the announcement of this notice, the total number of ordinary shares amounts to 218,403,302 with one vote each, whereby the company holds 3,361,006 own shares.
Shareholders' right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to Kungsleden AB (publ), Att: Chanette Claesson-Zsuppán, P.O. Box 70414, SE-107 25 Stockholm, Sweden, or by e-mail to info@kungsleden.se no later than 30 November 2021. The information is provided by being kept available at the company and on www.kungsleden.se/egm2021, no later than as of 3 December 2021. Within the same period of time, the information will also be sent to the shareholders who so request and who state their postal or e-mail address.
Processing of personal data
For information regarding the processing of your personal data, please see the privacy notice available at Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm in November 2021
Kungsleden AB (publ)
The Board of Directors
For more information, please contact:
Charlotte Axelsson, Chairman of the Board, +46 70 222 64 88, charlotte.axelsson@kungsleden.se
Malin Axland, General Counsel, +46 70 690 65 99, malin.axland@kungsleden.se
ABOUT KUNGSLEDEN. We are people that create places and experiences for people. By developing and managing attractive and sustainable places, we offer people a better and more inspiring work experience. We are a long-term property owner focused on commercial properties in Sweden’s growth regions. As of 30 September 2021, we owned 207 properties with a total value of SEK 43,182 million. Kungsleden (KLED) is listed on the Nasdaq Stockholm Large Cap. Read more at www.kungsleden.se