Notice of Extraordinary Shareholders’ Meeting of Klövern AB (publ)

Shareholders wishing to participate in the Shareholders’ Meeting shall

 

         be registered as owner in the print-out of the share register made by VPC AB for the situation five days before the meeting.

 

          and notify their attendance to Klövern at the latest by 12 noon on Monday, 13 November 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

 

When making notification, shareholders must state their name, date of birth/Swedish personal ID. no./company registration no., address, 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 in sufficiently good time so that re-registration has been made at the latest by Friday, 10 November 2006. In order for this to be possible, requests for such registration must be made to the administrator in good time before that 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 Shareholders’ Meeting

2.       Appointment of a person to chair the meeting

3.       Drawing and approval of an electoral list

4.       Appointment of one or two persons to attest the minutes

5.       Consideration of whether the meeting has been duly convened

6.       Approval of the agenda

7.       Decision on new issue of shares (see below)

8.       Closure of the meeting

 

The Board of Directors proposes that the Shareholders’ Meeting make a decision to increase the share capital of the company by at most SEK 230,900,335, by issue of at most 46,180,067 new shares. Entitlement to subscribe to the new shares will be granted, departing from the priority right of the shareholders, only to Fabege Holding Nacka AB (Fabege). The subscription price in the issue shall be equivalent to SEK 23.68 per share. The new shares are to be paid by in kind by claims according to promissory notes issued by wholly-owned subsidiaries of Klövern as compensation in connection with the Klövern’s acquisition of properties from Fabege. Subscription and provision of  property in kind shall take place on 20 November 2006, with the right for the Board of Directors to decide on a postponement. The new shares will provide entitlement to dividend from and including the current financial year.

 

The decision is due to Klövern’s intended acquisition of properties from Fabege, in accordance with the acquisition and property in kind agreement entered into in September, 2006. Further information about the transaction is contained in Klövern’s press releases of 8 September 2006 and in a brochure that has been specially produced for the Shareholders’ Meeting.

 

The information brochure, which contains, among other things, the board’s complete proposed decision, and documents drawn up in accordance with the Swedish Companies Act in connection with the proposed issue, is available at Klövern’s office in Nyköping and on the company’s website, kelly.corem.se, from Friday, 27 October 2006. Copies of documents will be sent to the shareholders who make a request to this effect and provide their postal address.

 

Nyköping, October 2006

 

 

The Board of Directors

 

Nyköping, October 25 2006

 

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 is actively developing properties in major Swedish cities. Klövern has geographical units in ten cities: Borås, Eskilstuna, Kalmar, Karlstad, Linköping, Norrköping, Nyköping, Uppsala, Västerås and Örebro. As at 30 June 2006, the value of the properties totalled approximately SEK 6.6 billion and rental income on an annual basis was approximately SEK 745 million. The Klövern share is listed on Stockholmsbörsen’s Nordic list.

 

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

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