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, 30 March 2006

 

          and notify their attendance to Klövern at the latest by 4 pm on Thursday, 30 March 2006

 

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.

 

Shareholders whose shares are nominee-registered, must request that their shares be temporarily registered in their own name at VPC AB at the latest by Thursday, 30 March 2006. 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 statement and the auditors’ report for the group

9.       Decisions concerning

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 (see below)

c. discharge from liability for the board members and the managing director

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 or organisations

13.  Election of the board (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.  The board’s proposal on amendment of the articles of association (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 1.00 per share be paid for 2005. It is proposed that Monday, 10 April 2006 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, 13 April 2006.

  

The nomination committee, i.e. the representatives of the company’s shareholders who have been appointed to make proposals for the board consists of the following: Henrik Strömbom, Chairman of the Nominations Committee, Arvid Svensson Invest, Göran Almberg, LRF, Caroline af Ugglas, Skandia Liv, Erik Törnberg, Investment AB Öresund, Klas Andersson, representing other shareholders and Stefan Dahlbo, Chairman of the Board of Klövern, propose that the board shall consist of seven members, which is a reduction of one member 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. Board member Per Uhlén has declined to be re-elected. The nominations committee propose 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 a reduction of the total board fee of SEK 125,000 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.

 

The board makes the following proposals, which are in accordance with the remuneration received by the executive management in previous years and which are based on agreements already entered into between Klövern and the respective officer of the company. 

 

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 reviewed every year. The variable salary shall be paid to the President & CEO at 1 per cent of the profit before tax, to the extent that this amount exceeds the set operational targets for property operations. The maximum bonus that can be paid is SEK 500,000 per year. No variable salary is paid to other officers of the company.

 

The pension premium and pension age for the President & CEO and other leading officers of the company amounts to 25 per cent of the basic wage and is 65 respectively. The period of notice for the President & CEO shall be 12 months if notice is given by the company and 6 months if notice is given by the President & CEO. No severance payment is payable. The same conditions as for the President & CEO, concerning the period of notice, apply to other members of the executive management.

 

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. The President & CEO and two other members of the executive management have a company car benefit.

 

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, Corporate Communications Office, Anders Lundquist, CFO, Thomas Nilsson, Real Estate Manager and Caesar Åfors, Finance Manager.

 

The nominations committee proposes that the following principles shall apply for appointment of the nominations committee. The nominations committee is to be appointed annually and consist of the chairman of the board, and a representative of each owner whose holding in the company as per 31 August exceeds five per cent of the shares and votes of the company, and a representative of the other shareholders. The nominations committee is to appoint a chairperson from among its members, who may not be a member of the board. The names of the persons who are to serve on the nominations committee are to be published at the latest by 15 September on Klövern’s website. If a member resigns from the nominations committee before its work is completed, this person is to be replaced by another representative of the owner whose representative has left the nominations committee if that owner still owns over five per cent of the shares and votes of the company, otherwise a seat on the nominations committee shall be offered to any new owner who owns over five per cent of the shares and votes in the company. If application of the above principles leads in any eventuality to the nominations committee consisting of less than three members, a representative of the Swedish Shareholders’ Association shall be offered a seat on the nominations committee.

 

The board proposes a number of amendments entailing that the articles of association be adapted to the rules applicable in accordance with the new Companies Act (SFS 2005:551).

 

Brokerage-free trade, item 17
The board 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) without payment of brokerage. 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 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, 15 March 2006. Copies of the documents will be sent to the shareholders who make a request to that effect and provide their postal address.

 

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, March 1, 2006

 

 

The Board of Directors