Registration
Shareholders wishing to participate in the Annual General Meeting of
Shareholders must:
* be registered as owner in the print-out of the share
register made by VPC AB on Friday, 28 March 2008
* and notify their attendance to Klövern at the latest by 4
pm on Friday, 28 March 2008 at the address: Klövern AB, Box 1024,
SE-611 29 Nyköping, Sweden or by telephone to +46 155-44 33 00.
When making notification, shareholders must state their name, date of
birth/Swedish personal ID number/company registration number,
address, telephone number, shareholding and any assistant they may
wish to accompany them to the meeting. Shareholders whose shares are
nominee registered, must request that their shares, by the
administrator, be temporarily registered in their own name before 28
March to able to participate in the meeting. In order for this to be
possible, requests for such registration must have been made to the
bank or securities institution administering the shares in good time
before this date. In cases where representatives participate in the
meeting, a power of attorney in the original should be sent to the
company at the time of notification of attendance. If the provider of
the power of attorney is a legal entity, a certified registration
certificate is also to be presented.
Proposed agenda
1. Opening of the meeting
2. Appointment of a chairman at the meeting
3. Preparation and approval of the voting list
4. Appointment of one or two persons to check the minutes
5. Consideration of whether the meeting has been duly called
6. Approval of the agenda
7. Speech by the President and CEO
8. Presentation of the annual report and the auditors' report and
the consolidated income statement and the auditors' report for the
group
9. Decisions on:
a) the adoption of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet
b) appropriations concerning the company's profit in accordance with
the adopted balance sheet
c) discharge from liability for the board members and the CEO
d) the record date in the event of the Annual General Meeting
deciding on a dividend
10. Determination of the number of board members
11. Determination of fees for the board and auditors
12. Election of the Board
13. Adoption of principles for remuneration and terms of employment
of the executive management
14. Adoption of principles for the composition of a nominations
committee
15. Decision on authorisation for the Board to acquire and transfer
Klövern's own shares
16. The Board's proposal on brokerage-fee trading
17. Other business
18. Closure of the meeting
Proposed decisions
Chairman of the meeting, item 2
The nominations committee proposes that Stefan Dahlbo be appointed to
chair the meeting.
Dividend, items 9 b and d
The Board recommends that a dividend of SEK 1.50 per share be paid to
shareholders. It is proposed that Tuesday, 8 April 2008 be record
date, i.e. the date conferring entitlement to dividend. If the Annual
General Meeting decides in accordance with the proposal, it is
expected that cash dividend will be paid by VPC on Friday, 11 April
2008.
Election of the Board of Directors, items 10 - 12
The nominations committee, consisting of Göran Almberg, chairman of
the nominations committee (LRF), Peter Lindh (AB Skakel), Rickard
Svensson (Arvid Svensson Invest), Eva Gottfridsdotter-Nilsson
(Länförsäkringar fonder), Erik Törnberg (Investment AB Öresund), Klas
Andersson (representing other shareholders) and Stefan Dahlbo
(Chairman of the Board of Klövern), propose that the board shall
consist of seven members, which is unchanged compared with the
present number. It is proposed that Stefan Dahlbo, Gustaf Hermelin,
Lars Holmgren, Anna-Greta Lundh, Lars Rosvall and Fredrik Svensson be
re-elected. It is proposed that Helene Olausson be elected to the
Board. Johan Piehl has declined to be re-elected. The nominations
committee proposes that Stefan Dahlbo be elected as chairman.
It is proposed that a fee of SEK 875,000 be paid to the board, of
which SEK 250,000 to be paid to the Chairman of the Board and SEK
125,000 each to the other members, which is unchanged compared with
the present fee. No fee is to be paid to the President & CEO of
Klövern. It is proposed that payment be made to the auditors in
accordance with the account submitted.
Principles for remuneration and other conditions of employment for
the executive management, item 13
The Board makes the following proposals for principles for
remuneration and other terms of employment for the executive
management:
The fixed salary is to be at a market level and competitive and to
take into account the areas of responsibility and experience of the
individual. The fixed salary is to be subject to annual review.
The variable salary shall be paid to the President and CEO at 1 per
cent of the company's pre-tax profit, to the extent that this amount
exceeds the set operational targets for property operations. The
maximum bonus that can be paid to the President & CEO is an amount
corresponding to six months' fixed salary per year. The pension
premium for the President & CEO shall amount to 35 per cent of the
fixed salary and the pension age is 65. The period of notice for the
President & CEO is twelve months if notice is given by the company
and six months if given by the President & CEO. No severance payment
is payable.
The maximum bonus for other members of the executive management group
is an amount corresponding to six months' fixed salary per year. The
pension premium may amount to at most 35 per cent of the fixed salary
and the pension age is 65. The period of notice for other members of
the executive management group is twelve months if notice is given by
the company and six months if given by the employee. No severance pay
is payable.
Benefits in addition to salary and pension for all members of the
executive management are health insurance, subsidised subsistence,
and a share in Klövern's profit-sharing foundation.
The executive management is entitled to a company car if this is
stated in the respective contract of employment. The Board may depart
from the principles if there are special reasons for doing so in any
particular case.
The executive management consists of the President & CEO and other
members of the executive management group. The executive management
at present consists of Gustaf Hermelin, President & CEO, Britt-Marie
Einar, Finance and Information Manager, Thomas Nilsson, IT/Real
Estate Manager and vice-President, Mattias Rickardsson, Transaction
and Analysis Manager, P.G. Sabel, Unit Manager in Kista, and Caesar
Åfors, CFO and vice-President.
Nominations Committee, item 14
The nominations committee's proposed principles for the composition
of the nominations committee comply with those adopted at the Annual
General Meeting in 2007 and thus apply for the Annual General Meeting
in 2008. These principles are available on Klövern's website,
www.klovern.se.
Authorisation for the Board to acquire and transfer Klövern's own
shares, item 15
The Board proposes that the Annual General Meeting decide to
authorise the Board, at the longest until the next Annual General
Meeting, to acquire and transfer Klövern's own shares. This
authorisation is intended to enable the company's capital
requirements to be continuously adapted and thus contribute to
increased shareholder value, as well as to be able to transfer shares
in connection with financing of any property or company acquisitions,
by payment with Klövern's own shares.
Acquisition may take place through purchase at the Stockholm stock
exchange, Stockholmsbörsen. Acquisition may take place of at most the
number of shares that from time to time corresponds to 10 per cent of
the total number of shares issued by the company. Transfer shall be
able to take place both on Stockholmsbörsen as well as, deviating
from the priority right of shareholders, to a third party in
connection with property or company acquisitions. Payment for
transferred shares may be made in cash or in kind, by set-off, or
otherwise with conditions attached.
Brokerage-free trade, item 16
The Board proposes that the Annual General Meeting decide to invite
shareholders to purchase or sell the number of shares required to
achieve a holding equivalent to whole trading lots (a trading lot =
500 shares). If the shareholder holds less than 500 shares, the whole
holding can be sold free of brokerage. It is proposed that it be left
to the Board to decide on the period of the offer and the detailed
terms and conditions.
Other matters
The annual report, the auditors' report and the auditors' statement,
and the Board's complete proposals in other matters and motivated
statements in accordance with the Swedish Companies Act are available
at Klövern's office in Nyköping from Thursday, 20 March 2008. Copies
of the documents will be sent to the shareholders who make a request
to that effect and provide their postal address.
Programme at the Annual General Meeting
3 pm Entrance to the premises for the meeting opened
4 pm Opening of the Annual General Meeting
Light refreshments will be served after the Annual General Meeting.
Nyköping, 3 March 2008
Klövern AB (publ)
The Board
For further information, please contact:
Gustaf Hermelin, CEO, tel +46 155-44 33 10, +46 70-560 00 00,
gustaf.hermelin@klovern.se
Caesar Åfors, CFO and vice-President, tel +46 155-44 33 02, +46
70-662 48 48, caesar.afors@klovern.se
Britt-Marie Einar, Finance and Information Manager, tel +46 155-44 33
12, +46 70-224 29 35,
britt-marie.einar@klovern.se
Klövern is a real estate company committed to working closely with
customers in Swedish growth regions to meet their needs of premises
and services. Klövern has geographical units in ten cities/locations:
Borås, Karlstad, Kista, Linköping, Norrköping, Nyköping, Täby,
Uppsala, Västerås and Örebro. As at 31 December 2007, the value of
the properties totals approximately SEK 12.2 billion and the rental
income on an annual basis is approximately SEK 1,309 million. The
Klövern share is listed on OMX Nordic Exchange in Stockholm for
medium-sized companies.
Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden Tel +46
155-44 33 00, Fax +46 155-44 33 22.
Reg. no 556482-5833 * Registered office: Nyköping * Website:
www.klovern.se
