At the Annual General Meeting of Klövern AB (publ) on 26 April 2018 the following decisions were made, among others.
A dividend of SEK 0.44 per ordinary share of Class A and Class B and SEK 20.00 per preference share for the 2017 financial year was decided. The dividend amount per ordinary share of Class A and Class B totalling SEK 0.44 shall be distributed in four payments, each of SEK 0.11 and the dividend amount per preference share totalling SEK 20.00 shall be distributed in four payments, each of SEK 5.00.
Record dates for the ordinary shares and the preference shares were decided to be 29 June 2018, 28 September 2018, 28 December 2018 and 29 March 2019.
Board of Directors and auditors
The Annual General Meeting decided on re-election of the board members Rutger Arnhult, Pia Gideon and Eva Landén. Ann-Cathrin Bengtson and Fredrik Svensson had declined re-election. Ulf Ivarsson and Johanna Fagrell Köhler were elected as new board members. Pia Gideon was re-elected as Chairman of the Board. The Annual General Meeting decided a total fee of SEK 1,000,000 to be paid to the Board. The proposal means an increase of in total SEK 60,000 compared to the decided fee for 2017. The fee is to be distributed in accordance with the following, where the decided fee for 2017 is shown in parentheses – Chairman of the Board: SEK 400,000 (SEK 400,000) and respectively Member of the board: SEK 200,000 (SEK 180,000). A board member who is at the same time employed by the Company shall not receive any director’s fee. No further payment is made to board members who serve on committees of the Board.
The Annual General Meeting decided to re-appoint the registered public accounting firm Ernst & Young AB as the company’s auditors for the period until the next Annual General Meeting. Payment shall be in accordance with approved invoices.
Guidelines for remuneration of senior executives
The Annual General Meeting decided in accordance with the Board’s proposed guidelines for remuneration and other terms of employment for senior executives:
The basic salary is to be at a market level and competitive and to take into account the individual’s areas of responsibility and experience. The basic salary is subject to review every year. Variable remuneration shall be linked to predetermined and measurable criteria, designed with the intention of promoting the long-term creation of value in the Company. For the CEO, no variable remuneration is payable and for other members of the executive management variable remuneration can be at most three monthly basic salaries per year. Variable remuneration is paid in the form of salary not conferring pension rights. Senior executives, excluding the chief executive officer, are also offered to take part in long-term incentive schemes, if such are established for the Company.
The Board shall, as provided for in Chapter 8, section 53, of the Companies Act, have the right to depart from the guidelines if there is reason for doing so in individual cases.
The composition of the Nominations Committee
The Nominations Committee shall consist of five members, of which one member shall be the Chairman of the Board. The Chairman of the Board shall contact the four largest shareholders by voting power of the Company as at the last day of share trading in September the year preceding the Annual General Meeting. In the event of a requested shareholder not wishing to appoint a member of the Nominations Committee, the next largest shareholder, who has not previously been asked to appoint a representative to the Nominations Committee, shall be asked.
The Nominations Committee shall perform the tasks ensuing from the Swedish Code of Corporate Governance.
Authorization for the Board to acquire and transfer the Company’s own shares
The Annual General Meeting decided to authorize the Board, at the longest until the next Annual General Meeting, to decide to acquire and transfer Klövern’s own shares.
The Board’s proposal for authorization is intended to provide the Board with greater possibilities to adapt the capital structure of the Company to the capital requirement from time to time and thus be able to contribute to increased shareholder value. In addition, the authorization is intended to enable the Board to transfer shares in connection with financing of acquisitions of properties or companies through payment in the form of the Company’s own shares. The intention of the authorization does not allow the Company to trade in its own shares with the intention of generating short-term profits.
The Company holds 60,000,000 of its own Class B ordinary shares at the time of the Annual General Meeting.
Authorization for the Board to decide on new issues of shares The Annual General Meeting decided to authorize the Board, on one or more occasions, during the period until the next Annual General Meeting to decide on new issues of ordinary shares of Class A and/or Class B and/or preference shares, with or without derogation from the shareholders’ pre-emption rights.
The number of shares issued pursuant to this authorization shall correspond to an increase in the share capital of at most ten per cent based on the total share capital of the Company at the time of the 2018 Annual General Meeting. The number of ordinary shares of Class A that may be issued pursuant to the authorization may, however, amount to at most ten per cent of the share capital consisting of ordinary shares of Class A issued on the date of the 2018 Annual General Meeting, the number ordinary shares of Class B that may be issued pursuant to the authorization may, however, amount to at most ten per cent of the share capital consisting of ordinary shares of Class B issued on the date of the 2018 Annual General Meeting and the number of preference shares which may be issued pursuant to the authorization may amount to at most ten per cent of the share capital consisting of preference shares issued at the time of the 2018 Annual General Meeting.