Notice of extraordinary general meeting in K-Fast Holding AB (publ)
The shareholders of K-Fast Holding AB (publ), corporate identity no.: 556827-0390 are hereby invited to the Extraordinary General Meeting ("EGM") on 6 March 2025, 5 p.m. CET 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 26 February 2025, and
· no later than 28 February 2025 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 and personal identity no./corporate identity.
Representatives and assistants
Shareholders that are represented by another representative than an authorised signatory must provide a written, signed and dated Power of Attorney. The Power of Attorney must be signed by hand or with an advanced (or qualified) electronic signature and 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. For a legal entity a, a certified copy of a valid certificate of incorporation of the legal entity (or equivalent document for a foreign legal entity) must be attached.
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, the 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. The voting form must be signed by hand or with an advanced (or qualified) electronic signature K-Fast Holding AB must have received the completed form by no later than 28 February 2025. 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 at 26 February 2025. 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 divestment of investment portfolio
- Closing of the EGM
Proposals
Election of Chairman of the EGM (item 1)
It is proposed that Jacob Karlsson be elected Chairman of the EGM, or, in his absence, the person designated by the Board.
Resolution on approval of divestment of investment portfolio (item 6)
Brinova Fastigheter AB (publ) ("Brinova") and K-Fast Holding AB ("K-Fastigheter") entered into an agreement on 11 December 2024, through which Brinova acquires all shares in K-Fast Kullavägen AB, a wholly-owned subsidiary of K-Fastigheter, thereby acquiring K-Fastigheter's property-owning companies in Skåne, Småland, and Denmark, with payment through newly issued shares in Brinova (the "Transaction"). The total property value of the divested portfolio amounts to approximately SEK 10,760 million, which corresponds to the market value as of 30 September 2024.
The purchase price is paid with newly issued shares in Brinova at a price of SEK 32.46 per share, which corresponds to Brinova's net asset value per share as of 30 September 2024. 19.6 per cent of the shares will be series A, and 80.4 per cent will be series B, which corresponds to the current distribution of series A and B shares in Brinova. After the completion of the Transaction, K-Fastigheter will own a maximum of 137,384,632 shares in Brinova, of which a maximum of 26,994,595 will be series A and a maximum of 110,390,037 will be series B, corresponding to a maximum of approximately 58.4 per cent of the votes and capital. The exact number of shares that K-Fastigheter will receive depends on the conditions of the divested portfolio on the closing date. K-Fastigheter has obtained an exemption from the mandatory offer obligation from the Swedish Securities Council (statement 2024:76), which would otherwise arise as a result of K-Fastigheter's subscription for shares in the Transaction.
In the long term, K-Fastigheter's intention is to distribute the shares in Brinova to K-Fastigheter's shareholders through a dividend in kind at a time K-Fastigheter deems appropriate, which is expected to occur no earlier than in connection with K-Fastigheter's annual general meeting in 2026, subject to K-Fastigheter's approved balance sheet shows sufficient unrestricted equity and other requirements under the Swedish Companies Act to execute the dividend in kind are met.
The completion of the Transaction is conditional, among other things, on an extraordinary general meeting of K-Fastigheter approving the execution of the Transaction. Brinova will publish an information document prior to the general meeting of K-Fastigheter including a description of the Transaction.
The board proposes that the general meeting approve the Transaction.
For a resolution in accordance with the board's proposal under this agenda item, it is required that the resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, both in total and within each share class represented at the meeting.
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 www.k-fastigheter.se/integritetspolicy (section F.3.a)
Number of shares and votes
As of the date of the notice convening the EGM, the company had a total of 245,993,168 shares, representing a total of 335,993,168 votes, divided over 22,500,000 class A shares and 223,493,168 class B shares. The company does not hold treasury shares.
Documents
Documents required under the Swedish Companies Act will be published on the company's website, www.-k-fastigheter.com, and will be available at the company, address Bultvägen 7, SE-281 43 Hässleholm, Sweden, no later than three weeks before the EGM, 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 and CEO shall, on request by shareholders, and provided the Board 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. Individuals wishing to submit questions in advance may do so at the address indicated above.
Date of publication
Significant decisions of the EGM, will be announced on the day of the EGM.
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Hässleholm in February 2025
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 strives 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 investment properties under management amounts to SEK 661 million. Since 2019, the company's Class B shares have been traded on Nasdaq Stockholm (ticker: KFAST B). Read more at k-fastigheter.com