Notice to attend the Extraordinary General Meeting of Kungsleden AB
The shareholders of Kungsleden AB (publ) are hereby invited to attend the Extraordinary General Meeting, to be held on Tuesday 16 September 2014 at 2:00 p.m. at Summit, Grev Turegatan 30, Stockholm, Sweden. Registration for the General Meeting will commence at 1:00 p.m.
Shareholders who wish to participate in the Extraordinary General Meeting:
- shall be registered in the shareholders’ register maintained by Euroclear Sweden AB on Wednesday 10 September 2014, and
- shall notify the company of their intention to attend the Extraordinary General Meeting not later than on Wednesday 10 September 2014:
- by regular mail to Kungsleden AB, Att: Sinikka Arfwidsson, P.O. Box 70414, SE-107 25 Stockholm, Sweden,
- by telephone, +46 (0)8 503 052 00 between 10:00 a.m. and 4:00 p.m. or
- on www.kungsleden.se/egm2014
Upon notification, shareholders should state their name, personal-/corporate identity number, address and daytime telephone number.
Representative, power of attorney etc.
Shareholders represented by proxy or a representative should, in order to facilitate the entering at the Extraordinary General Meeting, submit powers of attorney, certificates of registration or other documents of authorisation to the company not later than on Wednesday 10 September 2014. Please note that any powers of attorney must be dated and submitted in original. A template proxy form is available for download on the company's website at www.kungsleden.se/egm2014.
Shareholders whose shares are registered in the name of nominees must temporarily register their shares in their own name in the shareholders’ register maintained by Euroclear Sweden AB, to be entitled to participate in the Extraordinary General Meeting. Such procedure, so-called voting right registration, must be effected not later than on Wednesday 10 September 2014, which means that the shareholder must inform the nominee well in advance before this date.
- Opening of the Extraordinary General Meeting.
- 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.
- Approval of the resolution by the Board of Directors on a rights issue.
- Closing of the Extraordinary General Meeting.
Item 2 Election of Chairman of the Extraordinary General Meeting
The Board of Directors proposes that the Chairman of the Board of Directors, Göran Larsson, is elected Chairman of the Extraordinary General Meeting.
Item 7 Approval of the Board’s resolution on a new share issue with preferential rights for the company’s shareholders
The Board of Directors proposes that the meeting approves the resolution by the Board of Directors on a new share issue with preferential rights for the shareholders on the following terms:
The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on 12 September 2014 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price per share. The company’s shareholders shall have pre-emptive right to subscribe for the new shares in proportion to the shares previously owned. The record date for entitlement to participate in the rights issue with pre-emptive right shall be 19 September 2014. If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall, up to the maximum amount of the share issue, resolve on allotment of shares subscribed for without the exercise of subscription rights where in such case, priority will be given firstly to those who have subscribed for shares by the exercise of subscription rights, irrespective of whether or not they were shareholders on the record date, pro rata in relation to the number of subscription rights exercised for the subscription of shares, secondly be allotted to other parties who have notified the company of their interest in subscribing for shares without the exercise of subscription rights, pro rata in relation to such declared interest. To the extent allotment according to the above cannot be made pro rata, allotment shall be made by drawing of lots. Subscription of shares shall be made during the period as from 23 September 2014 up to and including 8 October 2014. The Board of Directors shall be entitled to extend the period for subscription. Subscription for shares by exercise of subscription rights shall be made by simultaneous cash payment. Subscription for shares without subscription rights shall be submitted on a separate subscription list where allotted shares shall be paid in cash no later than three (3) banking days from dispatch of the contract note to the subscriber setting forth the allotment of shares. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The Board of Directors, or whomever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the above resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Documents in accordance with Chapter 13, Section 6 of the Swedish Companies Act have been prepared.
The Board of Directors’ resolution under item 7 above together with the documents prepared in accordance with Chapter 13, Section 6, of the Swedish Companies Act will be held available at the company’s premises and on the company’s website at www.kungsleden.se/egm2014 no later than three weeks prior to the Extraordinary General Meeting The documents will be sent by post to those shareholders who so request and state their postal address.
Number of shares and votes
The company has 136,502,064 shares representing one vote each, and thus the total number of votes is 136,502,064.
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 or the company’s relation to other companies within the group.
Stockholm in August 2014
Kungsleden Aktiebolag (publ)
The Board of Directors
Detta pressmeddelande finns tillgängligt på svenska på www.kungsleden.se/pressmeddelanden
Kungsleden AB (publ) discloses the information in this press release according to the Swedish Securities Markets Act and/or the Swedish Financial Trading Act. The information was provided for public release on 15 August 2014 at 7:30 a.m.
Kungsleden’s business concept is to own, manage and improve commercial properties in growth regions in Sweden and to deliver attractive total returns. Kungsleden’s strategies to create value are based on meeting the premises requirements of customers by managing, improving and developing properties and planning consents and by optimising the company’s property portfolio. Kungsleden has been quoted on NASDAQ OMX Stockholm since 1999.
This is an unofficial translation from the Swedish original. In case of any discrepancies between the Swedish and English language versions, the Swedish version shall prevail.