Notice of Annual General Meeting of Shareholders of Klövern AB (publ)
2012-03-14
Shareholders of Klövern AB (publ) are hereby notified of the Annual General Meeting of Shareholders at 4 pm on Tuesday, 17 April 2012 at Kistamässan, Kistagången 1 in Kista, Stockholm. Registration starts at 3 pm.
Notification of attendance
Shareholders wishing to participate in the Annual General Meeting must;
(i) be registered as owner in the print-out of the share register made
by Euroclear Sweden AB on Wednesday, 11 April 2012, and
(ii) notify their attendance to the Company in writing at the latest by
12 noon on Wednesday, 11 April 2012 at the address: Klövern
AB, Box 1024, 611 29 Nyköping, by telephone to +46 155-44 33
00 or via Klövern’s website, klovern.se.
When making notification, shareholders must state their name, date of birth/Swedish personal ID no./company registration no., address, telephone number, 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 11 April 2012 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, klovern.se, or can be sent to shareholders who so request.
The Company has a total of 178,252,500 shares, of which 166,544,360 are common shares with one vote per share and 11,708,140 are preference shares with one-tenth of a vote per share. The number of votes totals 167,715,174.
5,741,463 common shares and 143,536 preference shares have been repurchased by Klövern and cannot be represented at the Annual General 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
heconsolidated 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 dates in the event of the Annual General Meeting deciding on a dividend
10. Determination of the number of board members, auditors and deputy auditors or a registered public accounting firm
11. Determination of fees for the Board and auditors
12. Election of the Board and the Chairman of the Board
13. Appointment of auditors and deputy auditors or a registered public accounting firm
14. Adoption of guidelines for remuneration of the executive management
15. Decision relating to the composition of the Nominations Committee
16. Decision on authorization for the Board to acquire and transfer the Company’s own shares
17. Decision on authorization for the Board to decide on a new issue
18. Decision on authorization for the Board to undertake minor adjustments of the decisions
19. Any other business
20. Closure of the meeting
Proposed decisions
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 1.25 per common share and SEK 10 per preference share be paid to shareholders for the 2011 financial year. The dividend amount per preference share shall be distributed in four payments, each of SEK 2.50.
It is proposed that Friday, 20 April 2012 be the record date for the common share with expected payment date being Wednesday, 25 April 2012.
It is proposed that the record dates for the preference share be:
(i) Friday, 29 June 2012 with the expected payment date being Wednesday, 4 July 2012
(ii) Friday, 28 September 2012 with the expected payment date being Wednesday, 3 October 2012,
(iii) Friday, 28 December 2012, with the expected payment date being Friday, 4 January 2013, and
(iv) Thursday, 28 March 2013, with the expected payment date being Thursday, 4 April 2013.
The Board further propose that the remaining profit of SEK 166,568,725 be carried forward.
Decision 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 Patrik Essehorn, chairman of the Nominations Committee (Corem Property Group), Rickard Svensson (Arvid Svensson Invest), Eva Gottfridsdotter-Nilsson (Länförsäkringar Funds), Lars Höckenström (Rutger Arnhult via companies), Bo Forsén (Brinova Inter), Samir Taha (other shareholders) and Fredrik Svensson (Chairman of the Board of Klövern), proposes that the Board shall consist of five members, which is a reduction of two members compared with the present number. The Nominations Committee proposes that the Company shall continue to have one registered public accounting firm as auditor.
The Nominations Committee propose that the Annual General Meeting decide to leave unchanged the fees paid to the Board from last year, with the exception that the board should be reduced by two members, 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. Board member, who at the same time is CEO, shall not receive any director fee.
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:
(i) Fredrik Svensson,
(ii) Rutger Arnhult,
(iii) Ann-Cathrin Bengtson,
(iv) Eva Landén, and
(v) Anna-Greta Lundh.
Gustaf Hermelin and Erik Paulsson have declined 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 for the period until the end of the next Annual General Meeting.
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 consists of the following main points:
Remuneration is to be at a market level and competitive and to take into account the areas of responsibility and experience. 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. For the CEO no variable salary is payable and for other members of the executive management at most three 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 executive management. 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 these principles if there is reason for so doing in individual cases.
Nominations Committee, item 15
The Nominations Committee’s proposes that the principles for the composition of the Nominations Committee be unchanged. These comply with those adopted at the 2011 Annual General Meeting. These principles are available on Klövern’s website, klovern.se.
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;
Acquisition 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 after acquisition corresponds to at most 10 per cent of all registered common and preference shares issued by the Company. Transfer shall be able to take place by trading on the regulated market place NASDAQ OMX Stockholm. Payment for transferred shares 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 may 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 occasions, 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 number of repurchased shares, at the time of this notice, is 5,884,999 corresponding to 3.3 per cent of the total number of registered shares. The repurchased shares consist of 5,741,463 common shares and 143,536 preference shares, which may not be represented at the Annual General Meeting.
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 departure from the shareholders’ preferential rights.
The number of shares issued pursuant to this authorization shall correspond to an increase in the share capital of at most 10 per cent based on the total share capital of the Company at the time of the 2012 Annual General Meeting. The number of common shares that may be issued pursuant to the authorization may, however, amount to at most 10 per cent of the share capital consisting of common shares issued on the date of the 2012 Annual General Meeting and the number of preference shares which may be issued pursuant to the authorization may amount to at most 10 per cent of the share capital consisting of preference shares issued at the time of the 2012 Annual General Meeting.
Shares may be subscribed to in cash, by payment in kind, through a set-off, or on conditions following on 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 shares 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 deviating from the shareholders’ preferential rights shall take place at the market subscription price. In the event of company issues, an issue discount may be granted on market terms.
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 requisite 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 items 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 annual report, the consolidated financial statements, the audit report and the audit statement, and the Board’s and the Nomination Committee’s complete proposals in other matters with appurtenant documents, will be available at Klövern’s office at Nyckelvägen 14 in Nyköping and on the Company’s website, klovern.se, at the latest three weeks prior to the Annual General Meeting. Copies of 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, 14 March 2012
Klövern AB (publ)
The Board of Directors
For further information, please contact:
Rutger Arnhult, CEO, +46 72-301 53 31, rutger.arnhult@klovern.se
Britt-Marie Einar, Finance and IR Manager, Deputy CEO, +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 2011 the value of the properties totalled approximately SEK 14.9 billion and the rental income on an annual basis was around SEK 1.6 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, info@klovern.se
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 14 March 2012.