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 VPC AB on Thursday, 22 March 2007

 

          and notify their attendance to Klövern at the latest by 4 pm on Thursday, 22 March 2007

 

Notice of attendance at the meeting may be made in the following ways:

 

 

         by post to Klövern AB (publ), Box 1024, SE-611 29 Nyköping (Sweden)

         by telephone +46-(0)155  44 33 00

         by fax +46-(0)155  44 33 22

         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.

 

To participate in the meeting, shareholders whose shares are nominee registered, must request that their shares be temporarily registered in their own name at VPC AB in sufficiently good time that re-registration has taken place by Thursday, 22 March 2007. In order for this to be possible, requests for such registration must have been made to the administrator in good time before this date.

 

In cases where representatives participate in the meeting, authorisation documents should be sent to the company at the time of notification of attendance. Shareholder representatives shall present a written dated power of attorney, which must not be more than one year old on the date of the meeting. If the provider of the power of attorney is a legal entity, a certified registration certificate or other document showing the authorisation of the signatory is to be presented.

 

1. Opening of the meeting

2. Appointment of a chairperson 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 & CEO

8. Presentation of the annual report and the auditors’ report and the consolidated income and the auditors’ report for the group

9. Decisions on:

a) the adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet

b) appropriations concerning the company’s profit in accordance with the adopted balance sheet (see below)

c) discharge from liability for the board members and the President & CEO

d) the record date, in the event of the Annual General Meeting deciding on a dividend (see below)

10. Determination of the number of board members (see below)

11. Determination of fees for the board and auditors (see below)

12. The chairperson of the Annual General Meeting will provide information on those taking part in elections to the board on their positions in other companies and organisations

13. Election of the board and auditors (see below)

14. Adoption of principles for remuneration and terms of employment of the executive management

(see below)

15. Principles for the appointment of a nominations committee (see below)

16. Decisions on authorisation for the board to acquire and transfer the company’s own shares

(see below)

17. The board’s proposal on brokerage-free trading (see below)

18. Other business

19. Closure of the meeting

 

The board recommends to the Annual General Meeting of Shareholders that a dividend of SEK 1.25 per share be paid for 2006. It is proposed that Monday, 2 April 2007 be record date. If the Annual General Meeting decides in accordance with the proposal, it is expected that cash dividend will be paid by VPC AB on Thursday, 5 April 2007.

 

The nominations committee, i.e. the representatives of the company’s shareholders who have been appointed to make proposals for the board consists of the following representatives: Göran Almberg, chairman of the nominations committee (LRF), Rickard Svensson (Arvid Svensson Invest), Bo Jansson (Skandia Liv), Erik Törnberg (Investment AB Öresund), Klas Andersson (representing other shareholders) and Stefan Dahlbo (Chairman of the board of Klövern) proposes 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, Johan Piehl, Lars Rosvall and Fredrik Svensson be re-elected. 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 is 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 invoice amount submitted.

 

It is proposed that the authorised firm of public accountants Ernst & Young AB be reappointed for a period of four years with authorised public accountant Mikael Ikonen as auditor in charge. The present auditor in charge Björn Fernström, who has been auditor for the company since 2000, cannot be reappointed due to the current rotation rules.

 

The board makes the following proposals for remuneration and other conditions of employment for the senior management:

 

The monthly basic salary is to be at a market level and competitive and take into account the areas of responsibility and experience of the individual. The basic salary is reviewed every year.

 

For the President & CEO, the variable salary shall be paid at 1 per cent of the company’s profit before tax, to the extent that this amount exceeds the set operational targets for the property operations. Annual maximum bonus may, for the President & CEO, amount to an amount corresponding to at most six months basic salary. The pension premium for the President & CEO can at the most amount to 35 per cent of the basic salary and the retirement 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. Severance pay is not paid.

 

For other senior executives, the maximum annual bonus may total an amount corresponding to six months basic salary. The pension premium may at most amount to 35 per cent of the basic salary and the retirement age is 65. For other senior executives, the period of notice is at most twelve months if notice is given by the company and six months if given by the employee. Severance pay is not paid for four of the five senior executives. In the case of one senior executive, there are conditions on severance pay, in addition to the above-mentioned period of notice, which mean twelve months salary in the event of notice being given by the company.

 

Benefits in addition to salary and pension are, for all senior executives, cost benefit, and a share in Klövern’s profit-sharing fund. The President and three other senior executives have a company car benefit. One other senior executive is entitled to home help service.

 

The board of directors is entitled to depart from the guidelines if there are special reasons for doing so in particular cases.

 

Senior executives include 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, Corporate Communications Officer, Tomas Hermansson, Head of Business Unit in Kista,  Anders Lundquist, CFO, Thomas Nilsson, Real Estate Manager and Caesar Åfors, Finance Manager.

  

The nominations committee’s proposals for the composition of the nominations committee are in accordance with those decided upon at the Annual General Meeting in 2006 and which thus apply for the Annual General Meeting in 2007. The principles can be read on Klövern’s website, kelly.corem.se.

 

The board of directors proposes that the Annual General Meeting authorise the board of directors, at the latest until the next annual general meeting, to acquire and transfer Klövern’s own shares. This authorisation is intended to make it possible to continuously adjust the company’s capital requirements and thus contribute to increased shareholder value, and to be able to transfer shares in connection with financing of any property or company acquisitions, by payment with the company’s own shares.

 

Acquisition may take place of as many shares so that the company’s holding amounts at most to the number of shares that at any point in time corresponds to 10 per cent of the shares issued by the company. Acquisitions may take place by purchase on the Stockholm stock exchange, Stockholmsbörsen. Transfer may take place of at most the number of shares that at any point in time corresponds to 10 per cent of all of the shares issued by the company. Transfer shall be able to take place both on Stockholmsbörsen and, deviating from the priority right of shareholders, to a third party in connection with property or company acquisitions. Payment for transferred shares can be made in cash, as payment in kind, a set-off, or otherwise with conditions.

 

Brokerage-free trade, item 17
The board of directors proposes that the Annual General Meeting decide to invite shareholders to purchase or sell the number of shares required to achieve a holding equivalent to whole trading lots (a trading lot = 500 shares). If the shareholder holds less than 500 shares, the whole holding can be sold free of brokerage. It is proposed that it be left to the board to decide on the period of the offer and the detailed terms and conditions.

 

The annual report, the auditors’ report and the board’s complete proposals in other matters are available at Klövern’s office in Nyköping from Wednesday. 7 March 2007. Copies of the documents will be sent to the shareholders who make a request to that effect and provide their postal address.

 

Programme at the Annual General Meeting

3 pm Entrance to the premises for the meeting opened

4 pm Opening of the Annual General Meeting

 

Light refreshments will be served after the Annual General Meeting.

 

Nyköping, 26 February 2007

 

 

The board of directors

 

Gustaf Hermelin, CEO, tel +46-(0)155-44 33 10, +46-(0)70-560 00 00, gustaf.hermelin@klovern.se

Anders Lundquist, CFO, tel +46-(0)155-44 33 20, +46-(0)70-528 43 33, anders.lundquist@klovern.se

Britt-Marie Einar, Corporate Communications Officer, tel +46-(0)155-44 33 12, +46-(0)70-224 29 35,

britt-marie.einar@klovern.se

 

Klövern is a real estate company with a local presence that actively develops properties in large Swedish cities. Klövern has geographical units in twelve cities: Borås, Eskilstuna, Kalmar, Karlstad, Kista, Linköping, Norrköping, Nyköping, Täby, Uppsala, Västerås and Örebro. As at 31 December 2006, the value of the properties totalled approximately SEK 10.7 billion and the rental income on an annual basis is approximately SEK 1,070 million. The Klövern share is listed on the Stockholm stock exchange, Stockholmsbörsen’s Nordic list for medium-sized companies.

 

Klövern AB (publ), Box 1024,  SE- 611 29 Nyköping, Sweden * Tel +46 (0)155-44 33 00, Fax +46-(0)155-44 33 22.

Company registration no. 556482-5833 * Registered office: Nyköping * Website: kelly.corem.se