Shareholders of Klövern AB (publ) are hereby notified of the Annual General Meeting of Shareholders at 4 pm on Monday, 18 April 2011 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
be registered in the print-out of the share register made by Euroclear Sweden AB on Tuesday, 12 April 2011,
and notify their attendance to the company in writing at the latest by 12 noon on Tuesday, 12 April 2011 at the address: Klövern AB, Box 1024, 611 29 Nyköping, Sweden, 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, 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 12 April 2011 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 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 the company and cannot be represented at the meeting.
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, deputy board members and auditors
11. Determination of fees for the Board and auditors
12. Election of the Board and the Chairman of the Board
13. Appointment of auditors
14. Adoption of principles for remuneration of the executive management
15. Decision relating to the Nominations Committee
16. Decision on authorization for the Board to acquire and transfer the company’s own shares
17. Decision on amendment of the articles of association
18. Any other business
19. Closure of the meeting.
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 1.50 per share be paid to shareholders for 2010 and that the remaining profit be carried forward. It is proposed that Thursday, 21 April 2011 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 Thursday, 28 April 2011.
Election of the Board of Directors, item 10 – 13
The Nominations Committee, consisting of Håkan Engstam, chairman of the Nominations Committee (Corem Property Group), Rickard Svensson (Arvid Svensson Invest), Eva Gottfridsdotter-Nilsson (Länförsäkringar Fondförvaltning), Mikael Nachemson (Investment AB Öresund), Klas Andersson (representing other shareholders), and Stefan Dahlbo, (Chairman of the Board of Klövern), proposes that the Board shall consist of six members, which is a reduction of one member compared with the present number. The Nominations Committee proposes that the company shall continue to have one (1) registered public accounting firm as auditor.
It is proposed that a fee of SEK 840,000 be paid to the board, of which SEK 280,000 is to be paid to the Chairman of the Board and SEK 140,000 each to the other members. The fee, which has been unchanged since 2005, is to be increased by SEK 30,000 to the Chairman of the Board and by SEK 15,000 each to the other members. 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 the following board members be re-elected: Rutger Arnhult, Gustaf Hermelin, Anna-Greta Lundh and Fredrik Svensson. It is proposed that Ann-Cathrin Bengtson and Erik Paulsson be elected to the Board. Stefan Dahlbo, Lars-Göran Pettersson and Lars Rosvall 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 as the company’s auditor.
Principles for remuneration of the executive management, item 14
The executive management consists of the CEO and other members of the executive management group. 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 the CEO is six months basic salary per year and for other members of 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. The Board has the right to depart from these principles if there is reason for so doing in individual cases. 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.
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 2010 Annual General Meeting. These principles are available on Klövern’s website, kelly.corem.se.
Authorization for the Board to acquire and transfer Klövern’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. This authorization is intended to enable the company’s capital requirements to be continuously adapted and thus contribute to increased shareholder value.
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. Payment for transferred shares may be made in cash, in kind, by set-off, or otherwise with conditions attached. The number of repurchased shares, at the time of this notice, is 5,741,463 corresponding to 3.4 per cent of the total number of registered shares.
Amendments to the Articles of Association, item 17
The Board proposes that the procedure for giving notice of shareholders meetings be simplified and that appointment of auditors takes place every year in accordance with the new main rule in the Swedish Companies Act. The proposals are due to changed rules in the Companies Act and the Code of Corporate Governance. The Board proposes that articles 8 and 11, points 8-14, be amended so that their present wording be deleted and replaced by the following wording:
§ 8 Notification of Annual General Meeting
Notice of a shareholders’ meeting shall be made by advertisement in the Swedish Official
Gazette (Post- och Inrikes Tidningar) and on the company’s website. An announcement that notice has been given shall be published in an advertisement in the daily newspaper Svenska Dagbladet.
§ 11 Agenda of the Annual General Meeting
8. Determination of the number of board members and deputy board members and, auditors and deputy auditors or registered firms of public accountants,
9. Determination of the fees for the board and auditors,
10. Election of board members and deputy board members, and the Chairman of the Board,
11. Appointment of auditors, and deputy auditor, or registered firms of public accountants,
12. Decision on guidelines for remuneration of the executive management,
13. Decisions concerning the Nominations Committee,
14. Other matters to be dealt with by the meeting in accordance with the Swedish Companies Act or the articles of association.
The shareholder’s right to request information
Shareholders have the right 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.
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 Thursday, 17 March 2011. 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, kelly.corem.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, 17 March 2011
Klövern AB (publ)
The Board of Directors
For further information, please contact:
Gustaf Hermelin, CEO, +46 155-44 33 10/+46 70-560 00 00, email@example.com
Britt-Marie Einar, Finance and IR Manager, +46 155-44 33 12/+46 70-224 29 35, firstname.lastname@example.org
This information is such that Klövern AB (publ) may be obliged to publish under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication at 6 pm on 17 March 2011.
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 2010, the value of the properties totalled approximately SEK 13.5 billion and the rental value on an annual basis was around SEK 1.5 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. Corporate registration no. 556482-5833. Registered office: Nyköping. kelly.corem.se