Shareholders of Klövern AB (publ) are hereby notified of the Annual General
Meeting of Shareholders at 4 pm on Tuesday, 20 April 2010 at Kistamässan,
Kistagången 1 in Kista, Stockholm.
Notification of attendance
Shareholders wishing the participate in the Annual General Meeting must
· be registered as owner in the print-out of the share register made by
Euroclear Sweden AB (previously VPC AB) on Wednesday, 14 April 2010,
· and notify their attendance to Klövern in writing at the latest by 12
noon on Wednesday, 14 April 2010 at the address: Klövern AB, Box 1024, 611 29
Nyköping, by telephone to +46 155-44 33 00 or via Klövern's website,
www.klovern.se.
When making notification, shareholders must state their name, date of
birth/Swedish personal ID no./company registration no., address and telephone
number and shareholding, as well as any assistant they may wish to accompany
them to the meeting. Shareholders whose shares are nominee registered, must
request that their shares be temporarily registered in their own name before 14
April 2010 to able to participate in the meeting. Requests for such registration
must be 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.
The company has a total of 166,544,326 shares and votes. Of these shares,
5,741,463 are owned by Klövern and cannot be represented at the meeting.
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 CEO
8. Presentation of the annual report and the audit report and the consolidated
statement of income and the audit report for the group
9. Decisions on:
a) the adoption of the statement of income and balance sheet and the
consolidated statement of income 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 and deputy board members
11. Determination of fees for the board and auditors
12. Election of the Board and the Chairman 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 authorization for the Board to acquire and transfer Klövern's
own shares
16. Any other business
17. 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, item 9 b and d
The Board recommends that a dividend of SEK 1.25 per share be paid to
shareholders and that the remaining profit be carried forward. It is proposed
that Friday, 23 April 2010 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 on Wednesday, 28 April
2010.
Election of the Board of Directors, item 10 - 12
The Nominations Committee, consisting of Göran Almberg, chairman of the
Nominations Committee, (LRF), Håkan Engstam (Corem Property Group), Rickard
Svensson (Arvid Svensson Invest), Eva Gottfridsdotter-Nilsson (Länförsäkringar
Fondförvaltning), Erik Törnberg (Investment AB Öresund), Svante Paulsson
(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 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 CEO of Klövern.
It is proposed that payment be made to the auditors in accordance with approved
invoices.
The Nominations Committee proposes that Rutger Arnhult, Stefan Dahlbo, Gustaf
Hermelin, Anna-Greta Lundh, Lars Rosvall and Fredrik Svensson be re-elected. It
is proposed that Lars-Göran Pettersson be elected to the Board. His competence
and experience will be a very valuable addition to Klövern's Board.
Lars-Göran Pettersson, born in 1949, has academic studies in political science,
theology and business administration. Lars-Göran is President of the Swedish
Federation of Farmers and, among other assignments, is a director of
Länsförsäkringar Sak and Nordiska Kontaktorganet för jord- och skogsbruksfrågor
(Nordic joint committee for agriculture and forestry).
The Nominations Committee proposes that Stefan Dahlbo be elected as Chairman of
the Board.
Further information about the work of the Nominations Committee and a motivated
statement on the proposals for the Board are available on Klövern's website
www.klovern.se.
Principles for remuneration and other conditions of employment for the executive
management, item 13
The Board makes the following proposals on principles of remuneration and other
terms of employment for the executive management:
The basic 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 basic
salary is to be subject to annual review. Variable salary shall be linked to
predetermined and measurable criteria, designed with the intention of promoting
the long-term creation of value in the company.
The maximum variable salary for members of the executive management is an amount
corresponding to six months' basic salary per year. Pension premiums for the
executive management may amount to at most 35 per cent of the basic salary and
the pension age is 65. The period of notice for members of the executive
management 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, a subsistence allowance, and a share in
Klövern's profit-sharing foundation. Members of the executive management are
entitled to a company car if this is provided for in the respective contract of
employment. The Board has the right to depart from these principles if there is
reason for so doing in individual cases.
The executive management consists of the CEO and other members of the executive
management group. The executive management at present consists of Gustaf
Hermelin, CEO, Britt-Marie Einar, Information and Finance Manager, Thomas
Nilsson, IT/Real Estate Manager and vice-President, Elisabeth Norling, Personnel
and Environmental Manager, Mattias Rickardsson, Transaction and Analysis
Manager, P.G. Sabel, Unit Manager in Kista and Täby, 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
2009. These principles are available on Klövern's website, www.klovern.se.
Authorization for the Board to acquire and transfer Klövern's own shares, item
15
The Board proposes that the Annual General Meeting decide to authorize the
Board, at the longest until the next Annual General Meeting, to acquire and
transfer Klövern's own shares. This authorization 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 Nasdaq OMX Nordic Exchange in
Stockholm. Acquisition may take place of at most the number of shares so that
the Group's total shareholding after acquisition corresponds to at most 10 per
cent of the total number of shares issued by the company. Transfer shall be able
to take place both on the same stock exchange 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. The number of
repurchased shares, at the time of this notification, is 5,741,463 corresponding
to 3.4 per cent of the total number of registered shares.
Any other business
The annual report, the audit report and the audit statement, and the Board's and
the Nomination Committee's complete proposals in other matters, motivated
statements in accordance with the Swedish Companies Act and the Swedish Code of
Corporate Governance as well as forms for power of attorney, are available at
Klövern's office in Nyköping from Friday, 12 March 2010. Copies of the documents
will be sent to the shareholders who make a request to that effect and provide
their postal address. The documents are also available from the same date via
the company's website, www.klovern.se.
Programme at the Annual General Meeting
3pm Entrance to the premises for the meeting opened
4pm Opening of the Annual General Meeting
Light refreshments will be served after the meeting.
Nyköping, 12 March 2010
Klövern AB (publ)
The Board of Directors
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 Deputy CEO, 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 to
meet their needs of premises and services in Swedish growth regions. Klövern has
business units in ten cities: Borås, Karlstad, Kista, Linköping, Norrköping,
Nyköping, Täby, Uppsala, Västerås and Örebro. As at 31 December 2009, the value
of the properties totalled approximately SEK 12 billion and the rental income on
an annual basis was approximately SEK 1.4 billion. The Klövern share is listed
on Nasdaq 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.
[HUG#1393102]
