KMC Properties ASA
Annual report 2024
Annual report
2024
KMC Properties ASA
KMC Properties ASA
Annual report 2024
Board of directors’ report
Transaction with Logistea
On 14 June 2024, KMC Properties ASA announced that it
had entered into an agreement with Logistea AB, listed on
Nasdaq Stockholm, whereby Logistea acquired KMC
Properties HoldCo AS a wholly owned subsidiary of KMC
Properties group (the transaction), and hence, acquiring all
of the operations in the KMC Properties group. Prior to the
transaction, all operations in KMC Properties ASA were
transferred to KMC Properties HoldCo AS and there were no
remaining employees or operations in KMC Properties ASA.
Both companies in the transaction were valued based on
reported net asset value as of 31 March 2024, adjusted for
subsequent events. Payment for the transaction was settled
in newly issued shares in Logistea AB. KMC Properties ASA
received both class A and B shares, pro-rata to the split of
class A and B shares in Logistea AB, and the shares were
distributed as dividends to KMC Properties ASA’s
shareholders during the second half of 2024.
The transaction was approved at KMC Properties ASA’s
Extraordinary General Meeting held on 5 July 2024 and at
Logistea AB’s Extraordinary General Meeting held on 9 July
2024.
Financial review
The following financial review is based on the consolidated
financial statements of KMC Properties ASA and its
subsidiaries. The company had subsidiaries until 11 July 2024.
The statements have been prepared in accordance with
International Financial Reporting Standards (IFRS).
Profit and loss
Profit and loss must be seen in the context of the fact that
in 2024 there were six months of operations for the
property business compared to a full year in 2024. All
income and expenses in 2024 are considered to be related
to the transaction and therefore recognised as discontinued
operations in the consolidated statement of comprehensive
income.
KMC Properties had a total rental income of NOK 238
million for 2024 compared to NOK 409 million in 2023.
Administration expenses amounted to NOK 39 million for
2024, compared to NOK 56 million for 2023.
Net realised financials amounted to negative NOK 113
million for 2024 compared to negative NOK 200 million last
year.
KMC Properties recorded net income from property
management of NOK 83 million for 2024, compared to NOK
149 million for 2023.
Gain from sale from business amounted to NOK 736 million
for 2024, compared to NOK 0 million in 2023
Net unrealised financials amounted to negative NOK 65
million for 2024 compared to negative NOK 18 million last
year. The amount consists primarily of foreign exchange
gains and losses, including such gains and losses on
intercompany balances, and amortisation of debt issue
costs.
Change in the value of financial instruments was NOK 27
million for 2024 compared to negative NOK 65 million for
the previous year, reflecting value changes in interest swaps
and currency swaps.
Change in value of investment property was NOK 120
million for 2024 compared to negative NOK 117 million
increase for the previous year
Tax expense for 2024 was NOK 37 million, of which NOK 7
million is tax payable and the remaining NOK 30 million is
change in deferred tax. For 2023, the tax expense was NOK
26 million.
Net profit was NOK 864 million for 2024 and negative NOK
78 million for 2023, while total comprehensive income
came in at NOK 859 million for 2024 and NOK 1 million for
2023.
Cash flow
Operating activities generated a cash inflow of NOK 165
million for 2024 and NOK 357 million for 2023.
Investment activities, including investments in upgrade
projects and new facilities, as well as acquisitions of new
properties, and the cash effect of transaction with Logistea
generated a cash outflow of NOK 764 million for 2024 and
NOK 766 million for 2023.
Financing activities led to a cash inflow of NOK 332 million
for 2024 due to an increase in interest bearing debt and
equity issues. For 2023, financing activities led to a cash
inflow of NOK 510 million.
Financial position
On 31 December 2024, other assets consisted primarily NOK
6 million in cash and cash equivalents and non-current
liabilities consisted of trade payables of NOK 1 million.
KMC Properties ASA
Annual report 2024
Total equity was NOK 6 million on 31 December 2024,
representing an equity ratio of 91 per cent.
Parent company accounts
The parent company had a net profit of NOK 910 million,
mainly due to a gain of NOK 914 MNOK relating to the sale
of KMC Properties Holdco AS. As a comparison, the parent
company had a loss before taxes of NOK 2 million for 2023.
The parent company had a net change in cash and cash
equivalents of negative NOK 38 MNOK in 2024, compared
to NOK 33 MNOK for 2023. Cash and cash equivalents on
closing date in 2024 was NOK 6 million compared to NOK 45
million in 2023.
Going concern
During the financial year, all subsidiaries have been sold.
The Company/Group has since not engaged in new business
activities. Cash reserves are limited, with ongoing expenses
and no revenue, resulting in negative cash flow. These
events or conditions, indicate that a material uncertainty
exists that may cast significant doubt on the Company’s
ability to continue as a going concern.
The financial statements have been prepared on the
assumption that the Company will continue as a going
concern which is dependent on the successful raising of
additional capital and the company's ability to execute any
future business activities.
The board of directors will continue to monitor the financial
situation and take necessary actions to address these
challenges. However, the uncertainty surrounding the
Company's ability to raise the necessary funds makes the
going concern assumption subject to risk.
Share and Shareholders
KMC Properties ASA is listed on the Oslo Børs, the Oslo Stock
Exchange, under the ticker KMCP. The shares are registered
in the Norwegian Central Securities Depository (VPS). The
company's registrar is DNB Markets. The shares carry the
securities number ISIN NO 001 0360175. For more
information, reference is made to note 12 in the financial
statement.
Subsequent events
On February 19, 2025, KMC Properties ASA announced that
Jonas Grandér and Gabriel Cronstedt had decided to resign
from the board of directors and the nomination committee,
respectively, due to Nordika owning less than 5% of the total
outstanding shares and votes in the Company.
Following, on February 21 2025 KMC Properties ASA
announced that Marianne Bekken, had in consultation with
the board and the nomination committee decided to step
down from the board to ensure that the composition of the
Board complies with the gender requirements in the
Norwegian Public Limited Liability Companies Act.
Following Jonas Grandér and Marianne Bekken's
resignations, the board comprises of Bjørnar André Ulstein
(chair), Hege Buer and Mia Arnhult. The nomination
committee will comprise Finn Haugan and Andreas Akselsen
following Gabriel Cronstedt's resignation.
Risks and mitigating factors
Beyond the risk of going concern and based on the fact that
the company has no activity as of December 31, 2024, the
board has not identified any other material risks.
Environmental, Social and Governance
Employees and organisation
There were no employees in the company at the end of the
year.
There were no serious work-related accidents in 2024 or
2023. Sick leave in KMC Properties was 0 per cent in 2024,
compared to 1 per cent in 2023.
Equal opportunities
KMC Properties is committed to ensuring that people with
different backgrounds, irrespective of ethnicity, gender,
religion, sexual orientation, or age, should all have the same
opportunities for work and career development at the
company.
KMC Properties takes its social responsibility seriously. In
addition to ensuring that the work is carried out safely this
involves respecting the freedom of association and not
accepting any form of forced labour, child labour or work-
related discrimination. Since the Group has no operations,
the company does not affect the external environment
KMC Properties has an insurance covering the
responsibilities of the board of directors, the CEO and other
senior management.
KMC Properties ASA
Annual report 2024
Corporate governance
Good corporate governance provides the foundation for
long-term value creation, to the benefit of shareholders,
employees, and other stakeholders. The board of directors
of KMC Properties has established a set of governance
principles to ensure a clear division of roles between the
board of directors, the executive management, and the
shareholders. The principles are based on the Norwegian
Code of Practice for Corporate Governance.
KMC Properties is subject to annual corporate governance
reporting requirements under section 3-3b of the
Norwegian Accounting Act and the Norwegian Code of
Practice for Corporate Governance, cf. section 4.4 of the
Oslo Rule Book II, rules for issuers listed at the Oslo Børs.
The Accounting Act may be found (in Norwegian) at
www.lovdata.no. The Norwegian Code of Practice for
Corporate Governance, which was last revised on 14
October 2021, may be found at www.nues.no.
The annual statement on corporate governance for 2024
has been approved by the board and can be found in a
separate section of this annual report.
Outlook
The board wishes to express its gratitude to KMC Properties’
employees, including the executive management, for their
dedicated efforts, contributing to KMC Properties’ strong
growth and successful development which culminated in the
transformative transaction with Logistea AB.
The Board of Directors and management are actively
working on several strategic alternatives to engage the
Company.
KMC Properties ASA
Annual report 2024
Responsibility statement
We confirm, to the best of our knowledge, that,
• The group financial statements for the period from 1 January to 31 December 2024 have been prepared in
accordance with IFRS, as adopted by the EU
• The financial statements of KMC Properties ASA for the period from 1 January to 31 December 2024 have been
prepared in accordance with IFRS, as adopted by the EU, and accounting standards and practices generally accepted
in Norway
• The financial statements give a true and fair view of the group and the company’s consolidated assets, liabilities,
financial position, and results of operations
• The report of the board of directors provides a true and fair view of the development and performance of the
business and the position of the group and the company, together with a description of the key risks and uncertainty
factors that the group and the company is facing.
Trondheim, Norway, 27 March 2025,
the board of directors and CEO, KMC Properties ASA
Stig Wærnes
Bjørnar Andre Ulstein
CEO
Chair
Hege Buer Ingrid Mia Arnhult
Director
Director
KMC Properties ASA
Annual report 2024
Corporate Governance report
Corporate governance at KMC Properties shall be based on
the following main principles:
• All shareholders shall be treated equally
• KMC Properties shall maintain open, relevant, and
reliable communication with its stakeholders,
including its shareholders, governmental bodies,
and the public about the company’s activities
• KMC Properties’ board of directors shall be
autonomous and independent of the company’s
management
• The majority of the members of the board shall be
independent of major shareholders
• KMC Properties shall have a clear division of roles
and responsibilities between shareholders, the
board and management
As of 31 December there were no deviations from the
Corporate Governance Code:
The Corporate Governance Code
Deviations
from
the Code
1. Implementation and reporting on
corporate governance
None
2. Business activity
None
3. Equity and dividends
None
4. Equal treatment of shareholders
and transactions with close
associates
None
5. Shares and negotiability
None
6. General meetings
None
7. Nomination committee
None
8. Board of directors: Composition
and independence
None
9. The work of the board of directors
None
10. Risk management and internal
control
None
11. Board renumeration
None
12. Renumeration of Executive
Management
None
13. Take-over situations
None
14. Auditor
None
KMC Properties ASA
Annual report 2024
1. IMPLEMENTATION AND REPORTING ON CORPORATE
GOVERNANCE
Compliance and regulations
The board of directors (the board) of KMC Properties (the
company) has the overall responsibility for ensuring that the
company has a high standard of corporate governance. The
board has adopted a corporate governance policy
document addressing the framework of guidelines and
principles regulating the interaction between the
shareholders, the board, and the Chief Executive Officer
(the CEO). The policy is based on the Norwegian Code of
Practice (the Code) for Corporate Governance issued by the
Norwegian Corporate Governance Board. The objective of
the Code is that companies listed on regulated markets in
Norway will practice corporate governance that regulates
the division of roles between shareholders, the board and
executive management more comprehensively than is
required by legislation. The board and executive
management perform an annual assessment of its principles
for corporate governance.
KMC Properties ASA is a Norwegian public limited company
organised and existing under the laws of Norway pursuant
to the Norwegian Public Limited Companies Act and listed
on the Oslo Børs (Oslo Stock Exchange). The company is
subject to section 3-3b of the Norwegian Accounting Act,
which requires the company to disclose certain corporate
governance related information annually. In addition, the
Issuers Rules of Oslo Børs, covered by the Oslo Rulebook II
chapter 4.5 requires listed companies to publish an annual
statement of its principles and practices with respect to
corporate governance, covering every section of the latest
version of the Code. The Continuing Obligations also sets
out an overview of information required to be included in
the statement. The Norwegian Accounting Act is available at
www.lovdata.no (in Norwegian), while the Issuers Rules is
available at www.oslobors.no.
KMC Properties seeks to comply with the current code of
practice, issued on 14 October 2021. The Code is available
at www.nues.no/english.
Application of the Code is based on the ‘comply or explain’
principle, which means that the company must provide an
explanation if it has chosen an alternative approach to
specific recommendations.
KMC Properties provides an annual statement of its
adherence to corporate governance in its annual report,
and this information is also available at www.kmcp.no. This
statement describes how KMC Properties conducted itself
with respect to the Code in 2024.
Deviations from the Code: None
2. BUSINESS ACTIVITY
As of the latest financial reporting date, the Company has
not been engaged in any business activities following the
transaction with Logistea AB. The Board of Directors and
management are actively working on several strategic
alternatives to engage the Company.
Deviations from the Code: None
3. EQUITY AND DIVIDENDS
Capital structure
The board is committed to maintaining a satisfactory capital
structure for the company according to the company's
goals, strategy, and risk profile, thereby ensuring that there
is an appropriate balance between equity and other sources
of financing. The board continuously assesses the
company’s capital requirements related to the strategy and
risk profile.
On 31 December 2024, the company’s equity totaled NOK 6
million. The company's future depends on the successful
raising of additional capital and the company's ability to
execute any future business activities.
The board of directors will continue to monitor the financial
situation and take necessary actions to address these
challenges.
Dividends
The company’s dividend policy is based on the principle of
fair distribution of profit among all its shareholders pro rata
their respective holdings of shares, considering a rational
correlation of the amount paid in dividends and the funds
needed to carry out the strategic plans of the company’s
development. Dividend rights arise on the date approved by
the general meeting. There are no restrictions involved for
non-resident holders.
Given the circumstances of the transaction in 2024 and the
company's future, a new assessment of the dividend policy
must be made once the company has executed any future
business activities
KMC Properties ASA
Annual report 2024
Board authorisations
Authorisations to the board to increase the share capital or
to buy own shares will normally not be given for periods
longer than until the next annual general meeting (AGM) of
the company.
Deviations from the Code: None
4. EQUAL TREATMENT OF SHAREHOLDERS AND
TRANSACTIONS WITH CLOSE ASSOCIATES
In the event of capital increases based on authorisations
issued by the general meeting, where the existing
shareholders’ rights will be waived, the reason for this will
be provided in a public announcement in connection with
the capital increase.
Any transactions, agreements or arrangements between the
company and its shareholders, members of the board,
members of the executive management team or close
associates of any such parties will be conducted in
compliance with the procedures set out in the Norwegian
Public Limited Liability Companies Act. The board shall
arrange for a valuation to be obtained from an independent
third party unless the transaction, agreement or
arrangement in question is considered immaterial. Board
members and members of the executive management team
shall immediately notify the board if they have any material
direct or indirect interest in any transaction entered by the
company.
Trading in own shares
Any transactions the company carries out in its own shares
will be carried out either through the stock exchange or at
prevailing stock exchange prices. If there is limited liquidity
in the company’s shares, KMC Properties will consider other
ways to ensure equal treatment of its shareholders.
As per 31 December 2024, KMC Properties did not own any
own shares. The Company’s financial statements provide
further information about transactions with related parties.
Deviations from the Code: None
5. SHARES AND NEGOTIABILITY
KMC Properties has only one class of shares, and all shares
have equal rights, including the right to dividend and voting
rights. Each share has a face value of NOK 0.02 and carries
one vote.
The company emphasizes equal treatment of its
shareholders, and the shares are freely transferable.
Deviations from the Code: None
6. GENERAL MEETINGS
The general meeting is the highest authority of KMC
Properties. All shareholders of the company are entitled to
attend and vote at general meetings of the company and to
table draft resolutions for items to be included on the
agenda for a general meeting.
Pursuant to article 7 of the company’s articles of
associations, the general meeting shall resolve:
1. The appointment of the chairman of the board
1. The approval of the annual accounts and annual
report, including the distribution of dividends
2. The appointment of the members and the
chairman of the nomination committee
3. Other matters that the general meeting is required
by law to resolve.
The general meeting shall also resolve the board of
director's declaration for remuneration of the executive
management team in accordance with the Norwegian Public
Limited Liabilities Act paragraph 6-16a.
The notice for the general meeting shall be sent to the
shareholders no later than 21 days prior to the date of the
general meeting. The general meeting may, with a majority
vote as for amendments to the articles of association, and
with effect for the next annual general meeting, decide that
the notice for extraordinary general meetings shall be sent
to the shareholders no later than two weeks prior to the
extraordinary general meeting is held. The annual general
meeting (AGM) is held each year no later than six months
after expiry of the preceding financial year.
The AGM for 2024 is planned to be held on 15 May 2025.
The board shall be present at general meetings.
Deviations from the Code: None
KMC Properties ASA
Annual report 2024
7. NOMINATION COMMITTEE
Article 7 of the company’s articles of association stipulates
that the nomination committee shall consist of three
members. The members shall be elected for a period of two
years unless the general meeting decides a shorter period.
The nomination committee shall prepare proposals to the
general meeting in relation to the following:
1. The appointment of the members of the board and
the chairman of the board
2. The appointment of the members of the
nomination committee and the chairman of the
nomination committee
3. The remuneration of the board and the nomination
committee.
4. Any changes in the mandate of the nomination
committee or in the articles of association
The Norwegian Public Limited Liabilities Act paragraphs 6-7
and 6-8 shall apply correspondingly for the members of the
nomination committee.
As per 31 December 2024, KMC Properties’ nomination
committee included:
- Finn Haugan, chairperson
- Andreas Akselsen
Deviations from the Code: None
8. BOARD OF DIRECTORS: COMPOSITION AND
INDEPENDENCE
According to article 5 of KMC Properties’ articles of
associations, the board of the company shall consist of
minimum three members. The chairperson of the board
alone, or two members of the board jointly, shall have
authority to sign on behalf of the company. The board may
designate procurators.
KMC Properties’ board has three members. The board of
directors will consist of the following member until the
general meeting in 2025; Bjørnar Andre Ulstein, Mia Arnhult
and Hege Buer.
Two of the members of the board are women. The Public
Limited Companies Act states each gender should constitute
at least 33 percent of all board members.
When appointing members to the board, it is emphasised
that the board shall have the requisite competency to
independently evaluate the cases presented by the
executive management team as well as the company's
operation. It is also considered important that the board
can function well as a body of colleagues.
Board members shall be elected for periods not exceeding
two years at a time, with the possibility of re-election. Board
members shall be encouraged to own shares in the
company.
Independence of the board
All the board members of KMC Properties are considered
independent of senior executives, and one of three are
considered independent of the company’s material business
contacts. The majority of the members are independent of
the company’s main shareholders.
Deviations from the Code: None.
9. THE WORK OF THE BOARD OF DIRECTORS
The overall management of the company is vested in the
board and the company’s management. In accordance with
Norwegian law, the board shall ensure that the company
has proper management with clear internal distribution of
responsibilities and duties. A clear division of work has been
established between the board and the executive
management team. The CEO is responsible for the executive
management of the company. Since 1 June 2024, Stig
Wærnes has been hired from BEWI Invest AS as CEO.
Instructions to the board and the CEO were last revised and
approved by the board on 27 April 2022 and 22 February
2023.
The board has the overall responsibility for the
management of the group and the supervision of its day-to-
day management and business activities. The board shall
prepare an annual plan for its work with special emphasis
on goals, strategy, and implementation. The board’s
primary responsibility shall be (i) participating in the
development and approval of the company’s strategy, (ii)
performing necessary monitoring functions and (iii) acting
as an advisory body for the executive management team.
The chairperson of the board is responsible for ensuring
that the board’s work is performed in an effective and
correct manner.
The members of the board receive information about the
company’s operational and financial development on a
quarterly basis. The company’s strategies shall regularly,
and at least once a year, be subject to review and
evaluation by the board.
KMC Properties ASA
Annual report 2024
The regulations governing the board’s working practices
include guidelines for how individual directors and the CEO
should conduct themselves with respect to matters in which
they may have a personal interest. Among them is the
stipulation that each director must make a conscious
assessment of his/her own impartiality and inform the
board of any possible conflict of interest.
Further, the regulations include guidelines for how the
board and executive management shall deal with approval
of agreements, which are considered material, between the
company and its shareholders and other close associates,
including that the board shall arrange for an independent
third-party valuation. This will, however, not apply for
transactions that are subject to the approval of the general
meeting pursuant to the Norwegian Companies Act.
Agreements with related parties will be included in the
notes to the financial statements in the annual reports.
The board meets as often as necessary to perform its duties
and shall prepare an annual evaluation of its work.
Sub-committees of the board
Audit committee
Pursuant to the Norwegian Public Limited Liability
Companies Act and the listing rules of the Oslo Stock
Exchange, the company shall have an audit committee. The
audit committee is appointed by the board.
The committee’s main tasks are to prepare the board’s
follow-up of the financial reporting process, monitor the
group’s internal control and risk management systems, and
maintain an ongoing dialogue with the auditor.
KMC Properties’ audit committee comprised the following
members:
• Mia Arnhult
• Hege Buer
The board approved instructions to the audit committee at
the board meeting on 4 February 2021.
Remuneration committee
The board has appointed a remuneration committee. The
committee evaluates and proposes the compensation of
KMC Properties’ CEO and other members of the executive
management team and provide general compensation
related advice to the board.
KMC Properties’ remuneration committee comprised the
following members:
• Bjørnar Andre Ulstein, chairperson
The board adopted instructions to the remuneration
committee on 29 April 2021.
Deviations from the Code: None
10. RISK MANAGEMENT AND INTERNAL CONTROL
The board shall ensure that KMC Properties has sound
internal control and systems for risk management that are
appropriate in relation to the extent and nature of the
company’s activities. The internal control and the systems
shall also encompass the company’s corporate values and
ethical guidelines.
The objective of the risk management and internal control is
to manage exposure to risks to ensure successful conduct of
the company’s business and to support the quality of its
financial reporting.
The board shall carry out an annual review of the company’s
most important areas of exposure to risk and its internal
control arrangements.
The board shall provide an account in the annual report of
the main features of the company’s internal control and risk
management systems as they relate to the company’s
financial reporting.
Internal control of financial reporting is conducted through
day-to-day follow-up by management, and supervision by
the company’s audit committee.
Deviations from the Code: None
11. BOARD REMUNERATION
The general meeting shall determine the board’s
remuneration annually. Remuneration of board members
shall be reasonable and based on the board's
responsibilities, work, time invested and the complexity of
the enterprise. The remuneration of the board members
shall not be performance-related nor include share option
elements.
The board shall be informed if individual board members
perform tasks for the company other than exercising their
role as board members. Work in sub-committees may be
compensated in addition to the remuneration received for
board membership.
KMC Properties ASA
Annual report 2024
The board’s remuneration was approved at the company’s
annual general meeting on 15 May 2024, following a
proposal from the nomination committee.
Deviations from the Code: None
12. REMUNERATION OF EXECUTIVE MANAGEMENT
Pursuant to Section 6-16a of the Norwegian Public Limited
Companies Act (NPLCA), the board prepares guidelines for
determination of salaries and other benefits payable to
senior executives.
The guidelines will, in line with the said statutory provision,
as well as Section 5-6 (3) of the same Act be approved by
the general meeting. If the guidelines are materially altered,
the new guidelines will be laid before, and approved by the
general meeting. The guidelines will be approved by the
general meeting at least every four years.
In addition to the guidelines, the board prepares a
remuneration report pursuant to Section 6-16b of NPLCA.
Such report will be considered by the company's general
meeting and shall be subject to an advisory vote by the
general meeting in accordance with NPLCA Section 5-6 (4).
The guidelines and report are published in a separate report
and made available from the company’s website,
www.kmcp.no.
The company’s senior executive remuneration policy is
based primarily on the principle that executive pay should
be competitive and motivating, to attract and retain key
personnel with the necessary competence.
The statement refers to the fact that the board shall
determine the salary and other benefits payable to the CEO.
The salary and benefits payable to other senior executives
are determined by the CEO in accordance with the
guidelines laid down in the statement. The CEO will
normally propose the remuneration to senior executives in
consultation with members of the remuneration
committee.
Deviations from the Code: None
13. INFORMATION AND COMMUNICATION
Investor relations
Communication with shareholders, investors and analysts is
a high priority for KMC Properties. The objective is to ensure
that the financial markets and shareholders receive correct
and timely information, thus providing a sound foundation
for a valuation of the company. All market players shall have
access to the same information, and all information is
published in English.
All notices sent to the stock exchange are made available on
the company’s website and at www.newsweb.no.
Financial information
The company normally holds investor presentations in
association with the publication of its quarterly results.
These presentations are open to all and provide an
overview of the group’s operational and financial
performance in the previous quarter, as well as an overview
of the general market outlook and the company’s own
prospects. The presentations are also available on the
company’s website.
Restricted trading periods
Persons discharging managerial responsibilities (PDMR) are
not allowed to acquire or sell shares in the company or
related financial instruments during the period from 30 days
prior to the publication of the company’s report for the first
half year and for the fourth quarter, including preliminary
full year results, following the regulations of the Market
Abuse Regulations (MAR).
KMC Properties publishes a financial calendar on Oslo Børs’s
website, setting out the expected dates of publication for its
reports. The dates are also available at the company’s
website.
Deviations from the Code: None
KMC Properties ASA
Annual report 2024
14. TAKE-OVER SITUATIONS
In a take-over process, should it occur, the board and the
executive management team each have an individual
responsibility to ensure that the company’s shareholders
are treated equally and that there are no unnecessary
interruptions to the company’s business activities. The
board has a particular responsibility in ensuring that the
shareholders have sufficient information and time to assess
the offer.
In the event of a take-over process, the board shall ensure
that:
a) the board will not seek to hinder or obstruct any
takeover bid for the company’s operations or
shares unless there are particular reasons for doing
so;
b) the board shall not undertake any actions intended
to give shareholders or others an unreasonable
advantage at the expense of other shareholders or
the company;
c) the board shall not institute measures with the
intention of protecting the personal interests of its
members at the expense of the interests of the
shareholders; and the board shall be aware of the
particular duty it has for ensuring that the values
and interests of the shareholders are protected.
In the event of a take-over bid, the board will, in
addition to complying with relevant legislation and
regulations, seek to comply with the recommendations
in the Code. This could include obtaining a valuation
and fairness opinion from an independent expert. On
this basis, the board shall draw up a statement
containing a well-grounded evaluation of the bid and
make a recommendation as to whether the
shareholders should accept the bid. The evaluation
shall specify how, for example, a take-over would affect
long-term value creation of KMC Properties.
Deviations from the Code: None
15. AUDITOR
The auditor is appointed by the annual general meeting
and is independent of KMC Properties. Each year the
board shall receive written confirmation from the
auditor that the requirements with respect to
independence and objectivity have been met.
Each year, the auditor shall draw up a plan for the
execution of their auditing activities, and the plan shall
be made known to the board and the audit committee.
The board should specifically consider if the auditor to a
satisfactory degree also carries out a control function
and the auditor shall meet with the audit committee
annually to review and evaluate the company’s internal
control activities.
The auditor shall be present at board meetings where
the annual accounts are on the agenda. Whenever
necessary, the board shall meet with the auditor to
review the auditor’s view on the company's accounting
principles, risk areas, internal control routines, etc.
The auditor may only be used as a financial advisor to
the company provided that such use of the auditor
does not have the ability to affect or question the
auditors’ independence and objectiveness as auditor
for the company. Only the company’s CEO and/or CFO
shall have the authority to enter into agreements in
respect of such counselling assignments.
At the annual general meeting the board shall present a
review of the auditor’s compensation as paid for
auditory work required by law and remuneration
associated with other specific assignments.
Deviations from the Code: None
KMC Properties ASA
Annual report 2024
Consolidated statement of comprehensive income - Discontinued operations
Amounts in NOK million
Note
2024
2023
Continuing operations
Profit (loss) from continuing operations
Discontinued operations
Rental income
2
Property expenses
9
(3 )
(5 )
Net operating income
Administration expenses
9
(39 )
(56 )
Net realised financials
10
(113 )
(200 )
Net income from property management
Gain from sale of business
5
Net unrealised financials
10
(65 )
(18 )
Changes in value of financial instruments
(65 )
Changes in value of investment properties
11
(117 )
Profit (loss) before tax
(52 )
Current tax
13
(7 )
(20 )
Deferred tax
13
(30 )
(6 )
Profit (loss) from discontinued operations
(78 )
Other Comprehensive Income - Items that may be reclassified to profit or loss
Translation differences for foreign operations
(5 )
Comprehensive income
(1 )
Profit attributable to:
Equity holders of the company
(78 )
Non-controlling interest
Earnings per share, Basic and Diluted
15
Discontinued operations
(0.22
Continuing operations
KMC Properties ASA
Annual report 2024
Consolidated statement of financial position
Amounts in NOK million
Note
31.12.2024
31.12.2023
ASSETS
Non-current assets
Investment properties
11
Site leaseholds, right-of-use assets
Financial derivatives
7
Other non-current assets
Total non-current assets
Current assets
Trade receivables
Other current assets
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
12
Share premium
Translation reserve
Retained earnings
(2 )
Total equity
LIABILITIES
Non-current liabilities
Deferred tax liabilities
13
Non-current interest-bearing liabilities
Lease liabilities
Other non-current liabilities
Total non-current liabilities
Current liabilities
Current interest-bearing liabilities
Trade payables
Current tax liabilities
13
Other current liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
Stig Wærnes
Bjørnar Andre Ulstein
CEO
Chair
Hege Buer
Ingrid Mia Arnhult
Director
Director
KMC Properties ASA
Annual report 2024
Consolidated statement of cash flows - Discontinued operations
Amounts in NOK million Note 2024 2023
Profit (loss) before tax
(52 )
Changes in value of investment properties
(120 )
Gain from sale of business
(736 )
Financial items
Change in working capital
- change in current assets
(1 )
(17 )
- change in current liabilities
(22 )
Other non-cash items
(3 )
Taxes paid
(8 )
(17 )
Net cash flow from operating activities
Cash effect from sale of business
5
(112 )
Acquisitions of properties
(630 )
(672 )
Development and upgrades of properties
(29 )
(205 )
Sale of properties
Interest received
10
Change in other non-current assets
Net cash flow from investment activities
(764 )
(766 )
Proceeds from issue of shares
12
Proceeds interest-bearing liabilities
Repayment interest-bearing liabilities
(77 )
(2 165 )
Interest paid
10
(119 )
(206 )
Transaction fees paid and net other financials (incl. resetting of swaps)
(55 )
Change in other non-current liabilities
Net cash flow from financing activities
Effects of exchange rate changes on cash and cash equivalents
(2 )
(12 )
Net change in cash and cash equivalents
(269 )
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
KMC Properties ASA
Annual report 2024
Consolidated statement of changes in equity
Amounts in NOK million
Note
Subscribed
share
capital
Share
premium
Translation
reserves
Retained
earnings
Total
equity
Total equity at 1/1/23
Issue of shares
12
Transaction cost issue of shares
12
(2 )
(2 )
Profit (loss) from discontinued operations
(78 )
(78 )
Employee incentive plan
Other comprehensive income (translation reserves)
Total equity at 12/31/23
Issue of shares
12
Transaction cost issue of shares
12
(1 )
(1 )
Profit (loss) from discontinued operations
Employee incentive plan
(2 )
(2 )
Other comprehensive income (translation reserves)
(5 )
(5 )
Capital decrease to other equity
(75 )
Translation differences included in sale of business
(92 )
Non-cash dividend
5
(2 044 )
(1 735 )
(3 779 )
Total equity at 12/31/24
(2 )
KMC Properties ASA
Annual report 2024
Summary of notes
Note 01 Company information
Note 02 Basis of preparation and accounting principles
Note 03 Summary of significant accounting policies
Note 04 Going concern
Note 05 Discontinued operations
Note 06 Contingent liabilities
Note 07 Financial instrument - risk management
Note 08 Critical accounting estimates and judgements
Note 09 Property and administration expenses
Note 10 Financials
Note 11 Investment property
Note 12 Shareholder capital and shareholders
Note 13 Tax
Note 14 Related party transactions
Note 15 Earnings per share
Note 16 Subsequent events
KMC Properties ASA
Annual report 2024
Note 01 Company information
subsidiaries (“the Group”) business idea is to acquire and manage commercial industry and logistics properties.
The holding company, KMC Properties ASA, is a public limited liability company with headquarters in Trondheim
The consolidated financial statements were approved by the Company’s Board on 27 March 2025.
Note 02 Basis of preparation and accounting principles
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
-
36 132 237
125 000 392 598
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
KMC Properties ASA
Annual report 2024
Statement of comprehensive income – KMC Properties ASA
For the period 1 January - 31 December
Amounts in NOK millions
Note 2024
2023
Other income 10
25
Total income 10 25
Personnel expenses 6
-16 -33
Other operating expenses 5 -20 -18
Total operating expenses -35 -51
Operating profit (loss) -25 -26
Gain from sale of business
914 0
Finance revenues 265 408
Finance expenses -247 -372
Currency exchange gains (losses)
13
-12
Net financials 4 945 24
Profit (loss) before tax 920 -2
Income tax expense 7, 8 -10 1
Profit (loss) 910 -1
Translation differences from foreign operations 0 0
Comprehensive income 910 -1
Statement of financial position – KMC Properties ASA
per 31 December
Amounts in NOK millions
Note 31.12.2024 31.12.2023
ASSETS
Non-current assets
Investment in subsidiaries 0 1 278
Financial derivatives 3 0 81
Loans to subsidiaries 0 994
Deferred tax assets 8 0 10
Other assets 0 2
Total non-current assets 0 2 365
Current assets
Receivables from group companies 0
2 835
Other receivables 3 0 11
Other financial derivatives 0 4
Cash and cash equivalents
3 6 45
Total current assets 7 2 893
TOTAL ASSETS 7 5 258
EQUITY AND LIABILITIES
Equity
Ordinary shares 9 8 79
Share premium 0 2 783
Other paid-in equity 0 309
Other equity -2 -423
TOTAL EQUITY 6 2 748
Liabilities
Non-current liabilities
Non-current interest-bearing liabilities 2 0
862
Loans from group companies 0 751
Total non-current liabilities 0 1 613
Current liabilities
Trade liabilities 1 8
Corporate tax payable 7 0 0
Current interest-bearing liabilities 0 130
Payables to group companies 0 749
Other current liabilities 6 0 12
Total current liabilities 1 899
TOTAL LIABILTIES 1 2 512
TOTAL EQUITY AND LIABILITIES 7 5 258
Trondheim, 27 March 2025
The Board of Directors and General Manager of KMC Properties ASA
Bjørnar A. Ulstein Mia Arnhult Hege Buer
Chairman Board member Board member
Stig Wærnes
CEO
Statement of cash flows – KMC Properties ASA
Amounts in NOK millions
Note
2024 2023
Cash Flow from Operational Activites
Profit (loss) before tax
920 (2)
Adjusted for:
Depreciations
0 0
Gain from sale of business
4
(914) 0
Financial Income
4
(108)
(144)
Interest on loans to subsidiaries
4
(51) (39)
Interest on loans from subsidisaries
4
31 32
Financial Expenses
4
110
115
Net Currency Gains
4
(13) 12
Cash Flow Before Changes in Working Capital
(25) (26)
Changes in Working Capital
3
(204) (1 251)
Paid Taxes
7
0 0
Net Cash Flow From Operating Activities
(204) (1 251)
Cash Flow From Investment Activities
Outflows from Investments in subsidiaries
(7) (11)
Outflows from lending to subsidiaries
0 1 643
Interest received
4
99
176
Net Cash Flow From Investment Activities
92 1 807
Cash Flow From Financing Activities
Share issue
9
130 423
Net borrowings
3
0 1 162
Repayments of Loans
3
0 (2 050)
Transactions fees paid and other financial costs
(5) (10)
Interest Paid
4
(38) (87)
Other financial income
12 64
Net Cash flow From Financing Activities
99 (498)
Net Change in Cash and Cash Equivalents
(38) 33
Carried Forward Cash and Cash Equivalents
45 11
FX movements on bank deposits
0 0
Cash and Cash Equivalents on Closing Date
6 45
Restricted Cash and Cash Equivalents not included above
0 0
Statement of changes in equity – KMC Properties ASA
Amounts in NOK millions
Note
Share
capital
Share
premium
Other paid-
in equity
Retained
Earnings /
losses
Total
equity
1 January 2023 65 2 375 307 (422) 2 326
Issue of shares private placement 31.03.2023 10
4 144 148
Issue of shares private placement 28.09.2023
10
10 265 275
Transaction cost issue of shares 10
(2) (2)
Share based payment
2 2
Profit
(1) (1)
Sum 14 407 2
(1) 422
31 December 2023 79 2 783 309 (423) 2 748
Change in share capital and related transaction cost:
Amounts in NOK millions
Note
Share
capital
Share
premium
Other paid-
in equity
Retained
Earnings /
losses
Total
equity
1 January 2024 79 2 783 309
(423) 2 748
Issue of shares private placement 17.01.2024 10 5 125
130
Transaction cost issue of shares 10
(1)
(1)
Share based payment (2)
(2)
Capital decrease to other equity (75) 75
0
Dividend
(2 907) (309)
(563)
(3 779)
Profit
910 910
Sum (70) (2 783) (309) 420
(2 742)
31 December 2024 8 0 0 (2) 6
Change in share capital and related transaction cost:
- The private placement of NOK 4 047 186,20, at NOK 0.20 per share, gave 20 235 931 new shares
- The private placement of NOK 10 000 000, at NOK 5.50 per share, gave 50 000 000 new shares (transaction
cost: NOK 2 253 102).
- The private placement of NOK 4 521 739,20, at NOK 0.20 per share, gave 22 608 696 new shares
NOTE 1 Accounting Principles
NOTE 2 Borrowings
MNOK
Bond loan:
(Amount in NOK million)
2024 2023
Interest-bearing debt as at 1 January 1 844.3 1 844.3
New debt 0.0 900.0
Repayment/refinancing of debt (1 844.3) (1 844.3)
Interest-bearing debt as at 31 December 0.0 900.0
Capitalised borrowing cost 0.0 (38.4)
Carrying amount interest-bearing debt
*
0.0 861.6
0.0 5.6
KMC Properties ASA (KMCP) is a public limited liability company registered in Norway. Its head office is at Brattørkaia 13 B, 7010 Trondheim.
KMC Properties ASA uses a simplified version of IFRS as accounting principle and follows the accounting rules for recognition and measurement
according to IFRS with the exception of group contributions and which are accounted for in accordance with the general provisions of the Accounting Act,
i.e. revenue recognition when this is set aside in the issuing company. This is in line with the regulations for simplified IFRS § 3-1, no. 3. Also see note 3 to
the consolidated accounts for further information on accounting principles. Subsidiaries and investments in related companies are recognised at cost
unless the value is considered to be impaired. A write-down to fair value will be done if the impairment is not considered temporary and impairment is
considered required by IFRS. Write-downs will be reversed if the requirement for impairment is no longer present.
Fair value of interest-bearing debt, excess value/(reduced value) for
the group in relation to book value
NOTE 3 Financial instruments
MNOK
31.12.2024 31.12.2024
Financial assets
Cash and cash equivalents
6 - 6
Interest-bearing loans and borrowings to subsidiaries
- - -
Currency and interest swaps (long-term)
- - -
Currency and interest swaps (short-term)
- - -
Other current receivables
0 - 0
Current receivables to subsidiaries
- - -
Total Financial Assets as at 31 December 2024 7 - - - 7
31.12.2024 31.12.2024
Financial liabilities
Interest-bearing loans and borrowings (Bond)
-
-
-
Interest-bearing loans and borrowings from subsidiaries
-
-
-
Interest-bearing loans and borrowings (short-term)
-
-
-
Interests on loans and borrowings
-
-
-
Trade payables (non interest bearing)
1
-
1
Current liabilities to subsidiaries
-
-
-
Other current liabilities (non interest bearing)
-
-
-
Total Financial Liabilities as at 31 December 2024 1 - 1
Net Financial Assets and Liabilities as at 31 December 2024 6 - 6
31.12.2023 31.12.2023
Financial assets
Cash and cash equivalents
45 - 45
Interest-bearing loans and borrowings to subsidiaries
994 - 994
Currency and interest swaps (long-term)
-
81 81
Currency and interest swaps (short-term)
- 4 4
Other current receivables
39 - 39
Current receivables to subsidiaries
2 835 - 2 835
Total Financial Assets as at 31 December 2023 3 913 - 84 - 3 997
31.12.2023 31.12.2023
Financial liabilities
Interest-bearing loans and borrowings (Bond)
862
-
862
Interest-bearing loans and borrowings from subsidiaries
751
-
751
Interest-bearing loans and borrowings (short-term)
107
-
107
Interests on loans and borrowings
23
-
23
Trade payables (non interest bearing)
8
-
8
Current liabilities to subsidiaries
749
-
749
Other current liabilities (non interest bearing)
12
-
12
Total Financial Liabilities as at 31 December 2023 2 512 - 2 512
Net Financial Assets and Liabilities as at 31 December 2023 1 401 84 1 486
All currency and interest swaps are measured according to Level 2 in the the fair value hierarchy.
Financial assets represent contractual rights for the group to receive cash or other financial assets in the future. Financial liabilities correspondingly
represent contractual obligations for the group to make future payments. Financial instruments are included in several accounting lines in the group’s
balance sheet and income statement and are classified in different categories in accordance with their accounting treatment.
The carrying amount of financial instruments in the group’s balance sheet is considered to provide a reasonable expression of their fair value, with the
exception of interest-bearing debt. The fair value of interest-bearing debt is described in note 3. A specification of the group’s financial instruments is
presented below.
Total
Amortised cost
Fair value through
profit or loss
Total
Amortised cost
Fair value through
profit or loss
Total
Amortised cost
Fair value through
profit or loss
Amortised cost
Fair value through
profit or loss
Total
NOTE 4 Finance income and costs
MNOK
2024 2023
Settlement of sale of subsidiary 2 225 0
Booked value subsidiary (1 311) 0
Gain from sale of business*
914 0
*For more information about the sale of the subsidiary, see note 5 in the consolidated financial statements.
Finance income
Interest income
1
2
Interest gains from group companies
278 438
Changes in fair value, financial derivatives over profit and loss
(14) (33)
Sum finance income 265 408
Finance costs
Interest costs from loans measured at amortised cost
83 114
Interest costs to group companies
160 257
Other finance costs
4 1
Sum finance costs 247 372
Net foreign exchange gains and losses
13 (12)
Net finance gains (losses) 945 24
NOTE 5 Other operating expenses
MNOK
Other operating expenses 2024 2023
Management fees
0 0
Legal, agency and consultancy fees
9 8
Accounting
0 1
Auditors
3 2
Other operating expenses
7 8
Sum other operating expenses 20 18
Auditor fees (excl. vat) 2024 2023
Audit fees
2 2
Other attestation services
1 0
Sum auditor expenses 3 2
NOTE 6 Personnel costs
MNOK
Personnel costs 2024 2023
Salaries, performance-related pay and other taxable benefits
6 24
Employers` Natural Insurance contributions
3 5
Pension expenses
1 1
Other personnel costs
2 1
Board fees
3 3
Sum personnel costs 16 33
Renumeration to senior executives
Please refer to the Remuneration Report 2024 for more information.
2024 2023
Salary 5 9
Variable cash salary (STI) 4 2
Share option program 1 1
Pension expense 0 1
Benefits in kind 0 0
Senior executives remuneration 11 13
Board of directors remuneration 3 3
2024 2023
Accrued asset management fee
0 10
Other accrued expenses
0 2
Sum other current liabilities 0 12
NOTE 7 Income tax
MNOK
Tax recognised over income statement 2024 2023
Current income tax
0 0
Movement in deferred tax
(10) 1
Sum income tax (10) 1
Basis for taxation, parent company 2024 2023
Earnings before tax
920 (2)
Income and expenses not subject to taxation
(915) (2)
Movement in temporary differences
(5) 63
Adjustment interest not deductible current year 0 0
Tax losses for current year not recognised 0 0
Basis for taxation 0 59
Change of losses carried forward
0 (59)
Tax payable 0 0
NOTE 8 Deferred tax
MNOK
Temporary differences, parent company 31.12.2024 31.12.2023 Change
Assets
(0) (0) (0)
Receivables (*)
0 0 0
Capitalised borrowing cost
0 (39) 39
Currency and interest swaps
0 (81) 81
Tax losses carried forward
9 134 (125)
Adjustment interest deductible in the future
33 33 0
Sum temporary differences 42 48 (5)
Tax rate 22 % 22 % 0 %
Deferred tax asset (liability)
9 10 (1)
Deferred tax asset (liability) not recognised
(9) 0 (9)
Recognised deferred tax asset (liability) 0 10 (10)
The company does not recognise deferred tax assets in the balance sheet per 31.12.2024.
NOTE 9 Share capital and shareholders
MNOK
Share capital and nominal value 31.12.2024 31.12.2023
Shares issued
417 394
Nominal amount in NOK
0.02 0.20
Share capital
8 79
All shares are fully paid. There is only one share class. All shares have equal rights.
Change in share capital and related transaction cost:
NOTE 10 Going concern
MNOK
Change in share capital and related transaction cost:
- Private placement to Nordika17.01.2024 at a subscription price of NOK 5.75 per share, in total NOK 130 millions (transaction cost NOK 0.6 million)
During the financial year, all subsidiaries have been sold. The Company/Group has since not engaged in new business activities. Cash reserves are
limited, with ongoing expenses and no revenue, resulting in negative cash flow. These events or conditions, indicate that a material uncertainty exists that
may cast significant doubt on the Company’s ability to continue as a going concern.
The financial statements have been prepared on the assumption that the Company will continue as a going concern which is dependent on the successful
raising of additional capital and the company's ability to execute any future business activities.
The board of directors will continue to monitor the financial situation and take necessary actions to address these challenges. However, the uncertainty
surrounding the Company's ability to raise the necessary funds makes the going concern assumption subject to risk.
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of KMC Properties ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of KMC Properties ASA, which comprise:
● the financial statements of the parent company KMC Properties ASA (the Company), which
comprise the statement of financial position as at 31 December 2024, the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting
policies, and
● the consolidated financial statements of KMC Properties ASA and its subsidiaries (the Group),
which comprise the statement of financial position as at 31 December 2024, the statement of
comprehensive income - discontinued operations, statement of changes in equity and statement of
cash flows - discontinued operations for the year then ended, and notes to the financial statements,
including material accounting policy information.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance and its cash flows for the year then ended in
accordance with simplified application of international accounting standards according to section 3-
9 of the Norwegian Accounting Act, and
● the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of KMC Properties ASA for 5 years from the election by the general meeting of
the shareholders on 24 June 2020 for the accounting year 2020.
Material Uncertainty Related to Going Concern
We draw attention to notes 4 and 10 to the financial statements for the Group and the Company,
respectively, which states that all subsidiaries have been sold, and that the Company/Group has since not
engaged in new business activities. Further, cashreserves are limited with ongoing expenses and no
revenue, resulting in negative cash flow. As stated in note 4 and note 10, these events or conditions,
2 / 4
indicate that a material uncertainty exists that may cast significant doubt about the Company's ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have
determined that there are no key audit matters to communicate in our report.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements. We have nothing
to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate
Governance.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with simplified application of international accounting standards according to the
Norwegian Accounting Act section 3-9, and for the preparation of the consolidated financial statements of
the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU. Management is responsible for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Group
or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
3 / 4
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's and the Group's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
4 / 4
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of KMC Properties ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name kmcpasa-2024-12-31-en, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 27 March 2025
PricewaterhouseCoopers AS
Chris Håvard Jakobsen
State Authorised Public Accountant
(This document is signed electronically)
KMC Properties ASA
Annual report 2024
Brattorkaia 13 B
NO-7010 Trondheim
post@kmcp.com
+47 480 03 175
kmcp.no