Cibus Nordic Real Estate AB (publ) held its annual general meeting on Thursday 10 April 2025.
The main resolutions passed at the meeting were as follows. More detailed information about the contents of the resolutions may be obtained from the complete notice of the annual general meeting and the complete proposals, which are available on the company's website.
Adoption of balance sheets and profit and loss accounts
The meeting resolved to adopt the profit and loss account and balance sheet, as well as the consolidated profit and loss account and consolidated balance sheet for the financial year 2024.
Dividend
The meeting resolved to allocate the profit for the year in accordance with the adopted balance sheet in accordance with the board of directors' proposal. The meeting resolved in accordance with the board of directors' proposal regarding the record dates for dividends. Thus, it was resolved on the dividend and record dates as follows:
The meeting resolved on a dividend for the financial year 2024 of EUR 0.90 per share. It was resolved that the payment of the dividend shall be made monthly, with twelve instalments, throughout the year. The first instalment was resolved to be EUR 0.07 per share, the second EUR 0.07 per share, the third EUR 0.08 per share, the fourth EUR 0.07 per share, the fifth EUR 0.07 per share, the sixth EUR 0.08 per share, the seventh EUR 0.07 per share, the eighth EUR 0.08 per share, the ninth EUR 0.08 per share, the tenth EUR 0.07 per share, the eleventh EUR 0.08 per share and EUR 0.08 per share at the twelfth instalment.
The meeting resolved that the record dates for payment of the dividend shall be 17 April 2025, 26 May 2025, 1 July 2025, 28 July 2025, 27 August 2025, 1 October 2025, 27 October 2025, 26 November 2025, 2 January 2026, 27 January 2026, 24 February 2026 and 1 April 2026. The expected date of payment will therefore be 28 April 2025, 3 June 2025, 8 July 2025, 4 August 2025, 3 September 2025, 8 October 2025, 3 November 2025, 3 December 2025, 12 January 2026, 3 February 2026, 3 March 2026 and 10 April 2026.
The first payment of dividends on the shares that may be issued on the basis of the authorization for issuances of shares, warrants and/or convertibles (see below under "Authorization") will take place after the first record date after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register maintained by Euroclear Sweden AB. As a result, the total dividend (assuming that the proposed authorization is fully utilized, and the shares are entered in the share register before the record date for the dividend on the first date of payment proposed above) may amount to a maximum of, in total, EUR 96,120,416.70. Based on the number of shares as of the date of the annual general meeting, the dividends resolved on amounts to EUR 68,657,440.50.
Discharge from liability
The meeting discharged the directors and those who have held the position as CEO from liability towards the company for the financial year 2024.
Board of directors, auditors and fees
The meeting resolved, in accordance with the nomination committee's proposal, to re-elect the directors Stefan Gattberg, Patrick Gylling, Elisabeth Norman, Victoria Skoglund and Nils Styf and to new elect Stina Lindh Hök. The meeting resolved, in accordance with the nomination committee's proposal, to new elect Stefan Gattberg as chair of the board.
The meeting resolved, in accordance with the nomination committee's proposal, to appoint the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor.
The meeting resolved, in accordance with the nomination committee's proposal, that the fees to the directors shall be EUR 231,000 (EUR 189,000), distributed with EUR 66,000 (EUR 63,000) to the chair of the board and EUR 33,000 (EUR 31,500) per board member. No remuneration shall be paid for committee work.
The meeting resolved, in accordance with the nomination committee's proposal, that fees would be paid to the auditor in accordance with approved invoices.
Resolution on instruction for the nomination committee
The meeting resolved, in accordance with the nomination committee's proposal, to adopt instructions for the nomination committee.
Resolution on approval of remuneration report
The meeting resolved, in accordance with the board's proposal, to approve the board's report on remuneration.
Resolution on guidelines for remuneration to executive management
The meeting resolved, in accordance with the board's proposal, on guidelines for remuneration to executive management.
Amendment of the articles of association
The meeting resolved, in accordance with the board's proposal, to amend the company's articles of association by increasing the limits for the share capital and number of shares in the company. Through this resolution, the limits for the company's share capital have been increased from not less than EUR 250,000 and not more than EUR 1,000,000 to not less than EUR 750,000 and not more than EUR 3,000,000. Through this resolution, the limits for the number of shares in the company have also been increased, from not more than 25,000,000 shares and not more than 100,000,000 shares to not less than 75,000,000 shares and not more than 300,000,000 shares.
Authorizations
The meeting resolved, in accordance with the board's proposal, to authorize the board of directors to, on one or several occasions, during the period until the next annual general meeting, decide on new issues of shares, warrants and/or convertibles, with or without deviation from the shareholders' preferential rights.
The meeting resolved, in accordance with the board's proposal, to authorize the board of directors to, on one or several occasions for the period until the next annual general meeting, acquire own shares in the company so that, as a maximum, the company's holding following the acquisition does not exceed ten percent of all the shares in the company at any given time. Furthermore, the meeting resolved to authorize the board of directors to, on one or several occasions for the period until the next annual general meeting, transfer own shares. The number of shares to be transferred may not exceed the total number of shares held by the company at any time.
Warrant plans
The meeting resolved, in accordance with the board's proposal, to adopt two long-term incentive plans targeted to employees in the group, one of which is aimed at employees in the Nordic region and the other at employees in Belgium. Both warrant plans are based on warrants, and the Nordic plan follows the same structure as the company's previous incentive plan. The Belgian warrant plan has been adapted to Belgian law and thereby differs from the Nordic plan, among other differences by having a one year longer term.
The meeting further resolved on issues of warrants and on transfers of warrants within the scope of the Nordic plan, and on an issue of warrants directed to the participants of the Belgian plan. Upon full subscription and full exercise of the warrants, a total of 547,500 new shares may be issued (of which 390,000 shares are attributable to the Nordic plan and 157,500 shares are attributable to the Belgian plan), corresponding to an increase in the share capital of EUR 5,475 (of which EUR 3,900 is attributable to the Nordic plan and EUR 1,575 is attributable to the Belgian plan).
For further information, please contact
Christian Fredrixon, CEO
christian.fredrixon@cibusnordic.com
+46 (0)8 12 439 100
Pia-Lena Olofsson, CFO
pia-lena.olofsson@cibusnordic.com
+46 (0)8 12 439 100
About Cibus Nordic Real Estate
Cibus is a real estate company listed on Nasdaq Stockholm Mid Cap. The company's business idea is to acquire, develop and manage high-quality properties in Europe with grocery retail chains as anchor tenants. The company currently owns more than 640 properties in Europe. The largest tenants are Kesko, Tokmanni, Coop Sweden, S Group, Rema 1000, Dagrofa, Carrefour and Lidl.
