Invitation to attend Extraordinary General Meeting concerning reintroducing dividend for 2019
The shareholders of Kungsleden AB (publ) are hereby invited to attend the Extraordinary General Meeting, to be held on Monday 12 October 2020. Due to the Covid-19 pandemic, the Meeting will be carried out only through advance voting pursuant to temporary legislation. It will not be possible to attend the Meeting in person or by proxy.
Preconditions for participation
Shareholders who wish to, through advance voting, participate in the Extraordinary General Meeting
shall be registered in the shareholders’ register maintained by Euroclear Sweden AB on 2 October 2020, and
shall notify the company of their intention to attend the Extraordinary General Meeting no later than on 9 October 2020 by casting its advance vote in accordance with the instructions under the heading Advance voting below, so that the advance voting form is received by Euroclear Sweden AB no later than Friday 9 October 2020.
Shareholders whose shares are nominee-registered through a bank or other nominee must register their shares in their own name in order to be entitled to participate in the Extraordinary General Meeting. In order for such re-registration, which can be temporary, to be completed on Friday 2 October 2020, shareholders must inform their nominees well in advance before this date.
The shareholders may exercise their voting rights at the 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. The advance voting form is considered as the notification of participation at the Meeting.
The completed voting form must be received by Euroclear Sweden AB, being the administrator of the forms for Kungsleden, no later than Friday 9 October 2020. The completed form shall be sent to Kungsleden AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. 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 GeneralMeetingServices@euroclear.eu. If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in 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.
- 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.
- Resolution on dividend and determination of record dates.
Item 1 The Board of Directors has proposed that Tone Myhre-Jensen at Advokatfirman Cederquist or, if she is unable to attend the Meeting, the person appointed 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 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. The list shall be controlled by the persons verifying the Minutes.
Item 4 It is proposed that Niklas Johansson, Handelsbanken Fonder, and Peter Lundkvist, Tredje AP-fonden, or, if any or both of them are unable to attend the Meeting, any of the persons assigned by the Nomination Committee, 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 On 14 April 2020, it was made public by Kungsleden that the Board of Directors had decided to withdraw its proposal on a dividend of in total SEK 2,60 per share due to the ongoing pandemic. As the Covid-19 pandemic has had a very limited impact on the Company's operations to date, and in view of a recovery in the market, strong demand in the rental- and transaction markets, and significantly improved conditions for financing in the capital market, the Board of Directors proposes that the Meeting shall resolve on a dividend of in total SEK 2.60 per share, until the next Annual General Meeting, with payments on two occasions each amounting to SEK 1.30 per share. The Board of Directors proposes the record dates for the dividends to be 14 October 2020 and 30 December 2020 or the immediately preceding banking day if any of such days are not banking days. The dividend is expected to be paid by Euroclear Sweden AB on the third banking day after the respective record date.
According to the most recently approved balance sheet, as of 31 December 2019, the Company's equity amounted to MSEK 7,916, of which unrestricted equity amounted to MSEK 7,825. The entire available amount according to Chapter 17 Section 3 of the Swedish Companies Act as of 31 December 2019 of MSEK 7,825 is still available.
The Board of Directors further proposes that the Board of Directors, the CEO or the person that any of them may appoint, shall be authorised to make the minor adjustments in the above resolutions as may be required in connection with registration at the Swedish Companies Registration Office and/or Euroclear Sweden AB.
Number of shares and votes
As per the date of the announcement of this notice, the total number of ordinary shares in the company amounted to 218,403,302 shares with one vote each, thus in total 218,403,302 votes.
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, Box 70414, SE-107 25 Stockholm or by e-mail to email@example.com, no later than on 2 October 2020. The information is provided by the company by being kept available at the company and on www.kungsleden.se, no later than as of 7 October 2020. The information is also sent, within the same period of time, to the shareholders who so request and state their postal or email address.
The annual report, including audit report, for 2019, the reasoned statement of the Board of Directors’ pursuant to Chapter 18 Section 4 of the Swedish Companies Act as well as the Board of Director's report and the Auditor's statement pursuant to Chapter 18 Section 6 of the Swedish Companies Act will be available at the company and on the company’s website, www.kungsleden.se no later than on 21 September 2020. The documents are sent to the shareholders who so request and state their postal or email address. For those who want to vote in advance by proxy, a form of a power of attorney may be found on the company’s website, www.kungsleden.se, and is sent free of charge to the shareholders who so request and state their postal or email 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 September 2020
Kungsleden AB (publ)
The Board of Directors
About Kungsleden. We are people that create places and experiences for people. By developing and managing attractive and sustainable places, we offer people 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 June 2020, we owned 210 properties with total value of SEK 39,387 m. Kungsleden (KLED) is listed on the Nasdaq Stockholm Large Cap. Read more at www.kungsleden.se