Today, on Tuesday 9 July 2024, Logistea AB held an Extraordinary General Meeting at which the shareholders resolved to approve all proposed resolutions, which are related to Logistea’s combination with KMC Properties. As previously communicated, the transaction is expected to be completed on or about 11 July 2024.
Resolution on authorisation for the board of directors to resolve on new issue of shares
The general meeting resolved to authorise the board of directors to resolve on new issue of shares in accordance with the following.
The board of directors was authorised to, on one or several occasions for the period until the next Annual General Meeting, in connection with Logistea’s combination with KMC Properties ASA through the acquisition of all shares in KMC Properties Holdco AS, resolve on new issue of ordinary shares of class A and class B. New issue of shares may be made with deviation from the shareholders’ preferential rights. The authorisation includes a right to resolve on a new share issue with terms concerning contribution in kind, that shares shall be subscribed for with a right to set-off or on conditions in accordance with Chapter 2, Section 5 of the Swedish Companies Act. The number of newly issued shares may not exceed 16,263,577 ordinary shares of class A and 214,551,706 ordinary shares of class B.
Further, the general meeting resolved to amend the authorisation to issue shares resolved by the Annual General Meeting on 3 May 2024. The new authorisation to issue shares means that the board of directors is authorised to, on one or several occasions during the period until the next Annual General Meeting, resolve on new issues of ordinary shares of class B, alternatively, in case of resolutions on new issues with preferential rights for the shareholders, resolutions on new issues of ordinary shares of class A and class B. The number of shares that may be issued by use of the authorisation may correspond to an increase of a maximum of fifty (50) percent of the total number of shares issued in the company at the time of the Extraordinary General Meeting. The shares may be subscribed for in cash, by contribution in kind, by way of set-off or on terms set out in Chapter 2, Section 5 of the Swedish Companies Act.
Determination of the number of board members
The general meeting resolved that the board of directors, for the period until the end of the next Annual General Meeting, shall consist of seven (7) ordinary members with no deputies. The resolution is conditional upon Logistea’s combination with KMC Properties ASA through the acquisition of all shares in KMC Properties Holdco AS being completed, and Logistea having published the interim report for the period 1 January – 30 June 2024.
Election of new members of the board of directors
The general meeting resolved to elect Bjørnar André Ulstein, Mia Arnhult and Karl-Erik Bekken as new members of the board of directors for the period until the end of the next Annual General Meeting, and to appoint Bjørnar André Ulstein as deputy chairman of Logistea’s board of directors. The resolution is conditional upon Logistea’s combination with KMC Properties ASA through the acquisition of all shares in KMC Properties Holdco AS being completed, and Logistea having published the interim report for the period 1 January – 30 June 2024.
Stefan Hansson and Maria Björkling have declared that they intend to resign from their respective board assignments in Logistea in connection with the fulfilment of the above conditions. Following fulfilment of the above conditions, Logistea’s board of directors will consist of Patrik Tillman (chairman), Bjørnar André Ulstein (deputy chairman), Mia Arnhult, Karl-Erik Bekken, Erik Dansbo, Jonas Grandér and Anneli Lindblom.