Kungsleden’s Annual General Meeting
Kungsleden’s Annual General Meeting was held on Thursday 23 April 2020 at 2.00 p.m. CET at Kungsleden’s head office in Stockholm.
The Meeting resolved that the profit shall be carried forward. The resolution was made in light of the Board of Directors' withdrawal on April 14 of its previous proposal for a dividend of SEK 2.60 per share to be paid quarterly in four instalments of SEK 0.65 per share. The Board intends to wait until it is possible to gain a better overview of the consequences of the COVID-19 pandemic and if the conditions allow, its ambition is to hold an Extraordinary General Meeting in the autumn of 2020. A proposal for a dividend and the amount of such will be provided in the event of an Extraordinary General Meeting being held.
The Meeting discharged the Board members and Chief Executive Officer from liability for the financial year 2019.
The Meeting resolved that the Board shall consist of seven members.
The following Board members were re-elected: Charlotte Axelsson, Ingalill Berglund, Jonas Bjuggren, Charlotta Wikström and Christer Nilsson. Fredrik Wirdenius och Jonas Olavi were elected as new members of the Board. Charlotte Axelsson was re-elected as Chairman of the Board.
Ulf Nilsson has declined re-election.
The Meeting resolved that an annual amount of SEK 220,000 (unaltered) shall be paid to members of the Board, who are not employed by the company, and that an annual amount of SEK 500,000 (unaltered) shall be paid to the Chairman of the Board, and that an annual amount of SEK 40,000 per assignment (unaltered) shall be paid to members of the Board, who are not employed by the company, for work in committees established by the Board, except for the Chairman of the Audit Committee, to whom an annual amount of SEK 60,000 (unaltered) shall be paid.
The Meeting appointed Charlotte Axelsson, Chairman of the Board, Göran Larsson, proposed by Gösta Welandson with company, Jonas Broman, proposed by Olle Florén with companies and Niklas Johansson, proposed by Handelsbanken Fonder as members of the Nomination Committee.
The Meeting adopted the Board’s proposal on remuneration guidelines for senior executives.
The Meeting approved the Board of Directors’ resolution on the cash based incentive plan 2020-2022 for senior executives.
The Meeting approved the Board’s proposal to authorise the Board to make decisions on one or more occasions for the period up until the next Annual General Meeting, to repurchase and transfer that total number of ordinary shares so that the company’s holdings do not exceed ten per cent of all the shares of the company at any time. Repurchases of ordinary shares shall be on Nasdaq Stockholm, and may only be executed at a price within the quoted price interval on each occasion, which means the interval between the highest bid price and lowest offer price. Transfer of ordinary shares may be conducted on Nasdaq Stockholm or otherwise, including a right to resolve upon deviations from the shareholders’ preferential rights. The purpose of this authorisation is for the Board to attain the flexibility to enable decision-making regarding an altered capital structure on a continuous basis during the coming year, and thus contribute to increased shareholder value. The purpose is also to enable repurchased ordinary shares as payment for acquisitions, or to settle any deferred payments for such acquisitions, or to finance such acquisitions or deferred payments.
The Meeting approved the Board’s proposal to authorise the Board of Directors to, at one or several occasions during the period up until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, to resolve on issue of new ordinary shares, insofar such share issues can be made without amending the articles of association. The total number of ordinary shares issued under the authorisation may not exceed 10 per cent of the total number of ordinary shares in Kungsleden at the time of exercise of the authorisation. Share issues made under the authorisation shall be made at a subscription price in line with market terms and, in addition to cash payment, payment may be made by contribution in kind or by set-off. The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is that share issues could be made to fund acquisitions of real estate or real estate companies, or parts of real estate or real estate companies, or to fund investments in new or existing real estate in situations where the Board of Directors and management sees opportunities to carry out real estate acquisitions to increase the company's growth and improve profit and cash flow, and thereby safeguard the shareholders' interests.
The Meeting approved, in accordance with the Nomination Committee´s proposal, to elect Ernst & Young AB as auditor for the period until the close of the next Annual General Meeting. Ernst & Young AB will appoint the Authorised Public Accountant Jonas Svensson as auditor in charge.
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 31 December 2019, we owned 209 properties with total value of SEK 38,310 m. Kungsleden (KLED) is listed on the Nasdaq Stockholm Large Cap. Read more at www.kungsleden.se