Klövern AB (publ) : Notice of Annual General Meeting of Shareholders of Klövern AB
Shareholders of Klövern AB (publ) are hereby notified of the Annual General Meeting of Shareholders at 4 pm on Wednesday, 17 April 2013, at World Trade Center, Klarabergs-viadukten 70, Stockholm. Registration starts at 3 pm.
Notification of attendance
Shareholders wishing to participate in the Annual General Meeting must
- be registered as owner in the print-out of the share register made by Euroclear Sweden AB on Thursday, 11 April 2013,
- and notify their attendance to the company in writing at the latest by 12 noon on Thursday, 11 April 2013, at the address: Klövern AB, Box 1024, 611 29 Nyköping, by telephone to +46 155-44 33 00 or via Klövern’s website, kelly.corem.se.
When making notification, shareholders must state their name, date of birth/Swedish personal ID no./company registration no., address, 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 in good time before Thursday, 11 April 2013, to be able to participate in the meeting. Requests for such registration must be made to the bank or securities institution administering the shares.
In cases where a representative participates in the meeting, a written and dated power of attorney shall be issued for the representative. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate is also to be enclosed. The power of attorney and the registration certificate must not have been issued earlier than one year before the date of the meeting, unless a longer period of validity is specified in the power of attorney, in which case the period of validity may be at most five years. The power of attorney in the original and the registration certificate, if applicable, should be sent to the Company at the above address in good time before the meeting. A power of attorney form is available on Klövern’s website, kelly.corem.se, or can be sent to shareholders who so request.
The Company has a total of 185,080,698 shares, of which 166,544,360 are common shares with one vote per share and 18,536,338 are preference shares with a tenth of a vote per share. The number of votes totals 168,397,993.8.
The Company does not own any shares of its own at the time of the meeting.
- Opening of the meeting
- Appointment of a chairman at the meeting
- Preparation and approval of the voting list
- Appointment of one or two persons to check the minutes
- Consideration of whether the meeting has been duly called
- Approval of the agenda
- Speech by the CEO
- Presentation of the annual report and the audit report and the consolidated financial statement and the audit report for the group
- Decisions on:
a) the adoption of the statement of income and the balance cheet and the consolidated statement of income and consolidated balance sheet
b) appropriations concerning the Company’s profit or loss in accordance with the adopted balance sheet
c) discharge from liability for the board members and the CEO
d) the record dates in the event of the Annual General Meeting deciding on a dividend
- Determination of the number of board members, auditors and deputy auditors or a registered public accounting firm
- Determination of fees for the Board and auditor
- Election of board members and the Chairman of the Board
- Appointment of auditors and deputy auditors or a registered public accounting firm
- Adoption of guidelines for remuneration of the executive management
- Decision relating to the compensation of the Nominations Committee
- Decision on authorization for the Board to acquire and transfer the Company’s own shares
- Decision on authorization for the Board to decide on a new issue
- Decision on authorization for the Board to undertake minor adjustments of the decisions
- Any other business
- Closure of the meeting
Chairman of the meeting, item 2
The Nominations Committee proposes that Fredrik Svensson be appointed to chair the meeting.
Dividend, item 9 b and d
The Board recommends that a dividend of SEK 1.50 (1.25) per common share and a total of SEK 10.00 (10.00) per preference share be paid to shareholders for the 2012 financial year. The dividend amount per preference share of SEK total ten (10.00) shall be distributed in four payments, each of SEK 2.50.
It is proposed that Monday, 22 April 2013 be the record date for the common share with the expected payment date being Thursday, 25 April 2013.
It is proposed that the record dates for the preference share be:
- Friday, 28 June 2013 with the expected payment date being Wednesday, 3 July 2013,
- Monday, 30 September 2013 with the expected payment date being Thursday, 3 October 2013;
- Monday, 30 December 2013 with the expected record date being Tuesday, 7 January 2014, and
- Monday, 31 March 2014 with the expected payment date being Thursday, 3 April 2014.
The Board further proposes that the remaining profit of SEK 113,052,350 be carried forward.
The Board proposes that the General Meeting resolves that all new preference shares – maximum of 1,853,634 preference shares – which may be issued under the General Meeting’s authorization according to point 17 below, shall give right to dividend as from the date they were registered in the Euroclear Sweden AB share register, meaning a first dividend of SEK 2.50 per preference share with the next record date as above.
Decisions on the number of board members and auditors, establishment of fees and election of the Board of Directors and auditors, item 10 – 13
The Nominations Committee, consisting of Lars Höckenström, chairman of the Nominations Committee (Corem Property Group AB), Rikard Svensson (Arvid Svensson Invest AB), Eva Gottfridsdotter-Nilsson (Länsförsäkringar fonder), Mia Arnhult (Rutger Arnhult via company), Samir Taha (other shareholders) and Fredrik Svensson (Chairman of the Board of Klövern), proposes that the Board shall continue to consist of five (5) members. The Nominations Committee proposes that the Company shall continue to have a (1) registered public accounting firm as auditor.
The Nominations Committee proposes that the Annual General Meeting decide to leave unchanged the fees paid to the Board from last year, and that the fees paid to the Board shall total SEK 700,000, of which SEK 280,000 is to be paid to the Chairman of the Board and SEK 140,000 each to the other members. 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.
It is proposed that payment be made to the auditors in accordance with approved invoices.
The Nominations Committee proposes that the following board members be re-elected for the period until the end of the next Annual General Meeting:
- Fredrik Svensson,
- Rutger Arnhult,
- Ann-Cathrin Bengtson, and
- Eva Landén.
The Nominations Committee proposes that the Annual General Meeting elect Pia Gideon as a new member for the period until the end of the next Annual General Meeting.
Anna-Greta Lundh declines re-election.
The Nominations Committee proposes that Fredrik Svensson be elected as Chairman of the Board.
The Nominations Committee proposes re-appointment of the registered public accounting firm Ernst & Young AB as the Company’s auditors with Mikael Ikonen as auditor in charge.
Guidelines for remuneration of the executive management, item 14
The executive management consists of the CEO and other members of the executive management group. The Remuneration Committee, which consists of the Board apart from the CEO, draws up proposals for the establishment of guidelines for remuneration and other terms of employment for the executive management.
The Board’s proposed guidelines for remuneration and other terms of employment for the executive management for the period until the end of the next annual general meeting consist of the following main points:
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 to be subject to review every year. 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. For the CEO, no variable salary is payable and for other members of the executive management at most three (3) 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 of members of the executive management shall be twelve (12) months if given by the Company and six (6) months if given by the executive manager. No severance pay is payable.
Benefits in addition to salary, variable salary and pension for all members of the executive management are a company car, health insurance, a subsistence allowance and a share in Klövern’s profit-sharing foundation.
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, item 15
The Nominations Committee proposes that the following adjusted principles shall apply for the composition of the Nominations Committee.
The Nominations Committee shall consist of five (5) members, of which one (1) member shall be the Chairman of the Board. The Chairman of the Board shall contact the four (4) 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 the 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 appointed members shall, together with the Chairman of the Board as convenor, constitute the Company’s Nominations Committee. The names of the members who are to constitute the Nominations Committee, as well as the shareholders they represent, shall be published on the Company’s website, klovern.se at the latest six months prior to the next Annual General Meeting.
In the event of a shareholder who has been appointed a member of the Nominations Committee divesting a significant part of his shareholding before the work of the Nominations Committee has been completed, the member appointed by the shareholder shall, if the Nominations Committee so decides, resign and be replaced by a new member, who shall be appointed by the shareholder who at the point in time in question, is the largest shareholder by number of votes, which is not represented on the Nominations Committee. Should any of the members of the Nominations Committee cease to represent the shareholder who has appointed the member before the work of the Nominations Committee is completed, such member shall, if the Nominations Committee so decides, be replaced by a new member appointed by the shareholder in question. If ownership is significantly changed in another way before the work of the Nominations Committee is completed, the composition of the Nominations Committee shall be changed in accordance with the principles stated above, if so decided by the Nominations Committee.
The period of office of the Nominations Committee shall extend until a new Nominations Committee has been appointed.
No compensation shall be paid to the members of the Nominations Committee. At the request of the Nominations Committee, the Company shall, however, provide personnel resources to facilitate the work of the Nominations Committee, such as, for example a secretary. When required the Company shall also meet other reasonable costs which are necessary for the Nominations Committee’s work.
The Nominations Committee shall perform the tasks ensuing from the Swedish Code of Corporate Governance. The Nominations Committee shall furthermore produce proposals on the following matters to be presented to the Annual General Meeting for a decision:
a) A proposal on the chairman of the meeting
b) A proposal on the Board of Directors
c) A proposal on the Chairman of the Board
d) A proposal on fees for the board members and the Chairman
e) A proposal on remuneration for work on board committees
f) A proposal on auditors
g) A proposal on a fee for the Company’s auditors
h) A proposal on the composition of the Nominations Committee
Authorization for the Board to acquire and transfer the Company’s own shares, item 16
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 as follows.
Acquisitions may take place of at most the number of common and preference shares so that the Group’s total shareholding of its own common and preference shares corresponds to at most 10 per cent of all registered common and preference shares issued by the Company. Acquisition may take place by trading on the regulated market place NASDAQ OMX Stockholm. Payment for the shares acquired shall be made in cash.
All Klövern shares held by the Company on the date of the Board’s decision may be transferred by trading at NASDAQ OMX Stockholm or through a third party in connection with property or company acquisition. Compensation for transferred shares shall be paid in cash, in kind, by set-off of a claim on the Company, or otherwise with conditions attached.
Purchase and sale of shares may take place on one or more occasion during the period until the next Annual General Meeting, at a price per share that is within the price range registered from time to time.
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. The Company does not own any of its own shares at the time of this notice.
Authorization for the Board to decide on a new issue, item 17
The Board proposes that the Annual General Meeting decide to authorize the Board, on one or more occasions, during the period until the end of the next Annual General Meeting to decide on a new issue of common 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 (10) per cent based on the total share capital of the Company at the time of the 2013 Annual General Meeting. The number of common shares that may be issued pursuant to the authorization may, however, amount to at most ten (10) per cent of the share capital consisting of common shares issued on the date of the 2013 Annual General Meeting, and the number of preference shares which may be issued pursuant to the authorization may amount to at most ten (10) per cent of the share capital consisting of preference shares issued at the time of the 2013 Annual General Meeting.
Shares may be subscribed to in cash, by payment in kind, through a set-off, or on conditions following from Chapter 2, section 5, of the Companies Act.
A new issue decided upon pursuant to the authorization shall take place with the intention of acquiring properties or participation rights in legal entities that own properties or with a view to capitalizing the Company prior to such acquisitions. A new issue pursuant to the authorization that takes place derogating from the shareholders’ pre-emption rights shall take place at the market subscription price. An issue discount may be given at the market level, however, in the event of new issues of preference shares that take place derogating from the shareholders’ pre-emption rights, which are subscribed to in cash. An issue discount at the market level shall be given in the event of rights issues.
Authorization for the Board to make minor adjustments of the decisions, item 18
The Board proposes that the Annual General Meeting authorize the Board, the CEO or the person otherwise designated by the Board, to undertake such minor adjustments and clarifications of the decisions made at the Annual General Meeting, to the extent required for registration of the decisions.
Any other business
Shareholders have the right, pursuant to Chapter 7, section 32, of the Companies Act to request information about circumstances that may affect the assessment of an item of business on the agenda and about circumstances that may affect the assessment of the Company’s financial situation. The Board and the CEO shall provide information if the Board considers that this can be done without significant damage to the Company. The duty of disclosure also applies to the Company’s relationships with other companies in the group, the consolidated financial statements and such circumstances as detailed above applicable to subsidiaries.
Shareholders have a right to ask the Company questions at the Annual General Meeting on the item of business and proposals to be considered at the Annual General Meeting.
The decisions of the Annual General Meeting on items 16 and 17 will only be valid if the decisions are supported by shareholders representing at least two-thirds of the votes given and represented at the meeting.
The Nominations Committee’s complete proposals for decisions, reasoned statements and information about proposed board members and auditors with appurtenant documentation are available at Klövern’s head office at Nyckelvägen 14 in Nyköping and on the Company’s website, kelly.corem.se. The annual report, the consolidated financial statements, the audit report and the audit statement, the Board’s complete proposals for decisions with appurtenant documentation as well as the Board’s report on evaluation of remuneration and application of the Annual General Meeting’s guidelines for salaries and other remuneration to senior executives, together with the auditor’s statement on application are available at the Company’s head office and the website at the latest three weeks before the Annual General Meeting. The documents will be sent to the shareholders who make a request to that effect and provide their postal address. The documents will also be available at the Annual General Meeting.
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, 15 March 2013
Klövern AB (publ)
Board of Directors
For further information, please contact:
Rutger Arnhult, CEO, +46 70-458 24 70, firstname.lastname@example.org
Britt-Marie Nyman, Finance and IR Manager, Deputy CEO, +46 155-44 33 12/+46 70-224 29 35, email@example.com
Klövern is a real estate company committed to working closely with customers to offer them efficient premises in selected growth regions. As at 31 December 2012, the value of the properties totalled approximately SEK 22.6 billion and the rental income on an annual basis was around SEK 2.5 billion. The Klövern share is listed on Nasdaq OMX Stockholm Mid Cap.
Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden. Tel +46 155-44 33 00, Fax +46 155-44 33 22. Corporate registration no. 556482-5833. Registered office: Nyköping. Website: kelly.corem.se, firstname.lastname@example.org
This information is such that Klövern AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 15 March 2013.