Notice of Annual General Meeting of Shareholders of Klövern AB (publ)
Shareholders wishing to participate in the Annual General Meeting of Shareholders must:
* be registered as owner in the print-out of the share register made by Euroclear Sweden AB (previously VPC AB) on Tuesday, 24 March 2009,
* and notify their attendance to Klövern in writing at the latest by 4 pm on Tuesday, 24 March 2009 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 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 24 March to be able to participate in the meeting. Request 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.
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 President and CEO
8. Presentation of the annual report and the auditors’ report and the consolidated income statement and the auditors’ report for the group
9. Decisions on:
a) the adoption of the income statement and balance sheet and the consolidated income statement 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
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
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 authorisation for the Board to acquire and transfer Klövern’s own shares
16. Other business
17. Closure of the meeting
Chairman of the meeting, item 2
The nominations committee proposes that Stefan Dahlbo be appointed to chairman of the meeting.
Dividend, items 9 b and d
The Board recommends that a dividend of SEK 1.00 per share be paid to shareholders and that the remaining profit be carried forward. It is proposed that Thursday, 2 April 2009 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 Tuesday, 7 April 2009.
Election of the Board of Directors, items 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 fonder), 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 Stefan Dahlbo, Gustaf Hermelin, Lars Holmgren, Anna-Greta Lundh, Lars Rosvall and Fredrik Svensson be re-elected. It is proposed that Rutger Arnhult be elected to the Board. Helen Olausson has declined re-election. The nominations committee proposes that Stefan Dahlbo be elected as chairman. 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 President & CEO of Klövern. It is proposed that payment be made to the auditors in accordance with the account submitted.
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 fixed 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 fixed salary is to be subject to annual review.
The variable salary shall be paid to the President and CEO at 1 per cent of the company’s pre-tax profit, to the extent that this amount exceeds the set operational targets for property operations. The maximum bonus that can be paid to the President & CEO is an amount corresponding to six months’ fixed salary per year. The pension premium for the President & CEO shall amount to 35 per cent of the fixed salary and the pension age is 65. The period of notice for the President & CEO is twelve months if notice is given by the company and six months if given by the President & CEO. No severance payment is payable.
The maximum bonus for other members of the executive management group is an amount corresponding to six months’ fixed salary per year. The pension premium may amount to at most 35 per cent of the fixed salary and the pension age is 65. The period of notice for other members of the executive management group 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, subsidised subsistence, 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 President & CEO and other members of the executive management group. The executive management at present consists of Gustaf Hermelin, President & CEO, Britt-Marie Einar, Information and Finance Manager, Thomas Nilsson, IT, Real Estate Manager and vice-President, 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 2008 and thus apply for the Annual General Meeting in 2009. These principles are available on Klövern’s website, kelly.corem.se.
Authorisation for the Board to acquire and transfer Klövern’s own shares, item 15
The Board proposes that the Annual General Meeting decide to authorise the Board, at the longest until the next Annual General Meeting, to acquire and transfer Klövern’s own shares. This authorisation 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 as many own shares that the groups total holding after the acquisition from time to time amount to at the most ten (10) per cent of the total number of shares in the company. Transfer shall be able to take place both on Nasdaq OMX 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 annual report, the auditors’ report and the auditors’ statement, and the Board’s complete proposals in other matters and motivated statements in accordance with the Swedish Companies Act are available at Klövern’s office in Nyköping from Monday, 16 March 2009. 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, at the latest, from the same date via the company’s website, kelly.corem.se.
Programme at the Annual General Meeting
3 pm Entrance to the premises for the meeting opens
4 pm Opening of the Annual General Meeting
Light refreshments will be served after the Annual General Meeting.
Nyköping, 24 February 2009
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, firstname.lastname@example.org
Caesar Åfors, CFO and vice-President, tel +46 155-44 33 02, +46 70-662 48 48, email@example.com
Britt-Marie Einar, Finance and Information Manager, tel +46 155-44 33 12, +46 70-224 29 35,
Klövern is a real estate company committed to working closely with customers in Swedish growth regions 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 2008, the value of the properties totalled approximately SEK 11.9 billion and the rental value on an annual basis was approximately SEK 1.4 billion. The Klövern share is listed on 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: kelly.corem.se