NOTICE TO ATTEND AN EXTRAORDINARY GENERAL MEETING OF KLÖVERN AB (publ)

Klövern AB (publ) sees favourable opportunities for further growth. The board of the company has therefore resolved to call for an extraordinary general meeting of the shareholders of Klövern AB and there proposes to issue resolutions which will increase the company’s flexibility in future capital raisings which may be made in order to finance the further growth of the company.

The following main resolutions will be addressed at the extraordinary general meeting.

• The introduction of Class B ordinary shares through a bonus issue where existing holders of ordinary shares at no cost will receive ten Class B ordinary shares for each ordinary share held
• Authorization of the board of directors to issue preference shares

Klövern AB (publ) will hold an extraordinary general meeting on 22 October 2014 at 10:00 a.m. (CET), at the offices of MAQS Advokatbyrå, Mäster Samuelsgatan 20, Stockholm. Registration will begin at 09:00 a.m. (CET).

Notice of intention to attend

Any shareholder wishing to participate in the general meeting must:

1. be entered in the share register maintained by Euroclear Sweden AB on 16 October 2014;
2. provide the company with notice of his or her intention to attend, not later than 16 October 2014 and preferably prior to 12 noon: at Klövern AB, c/o MAQS Advokatbyrå Stockholm AB, Klövern Extra bolagsstämma 2014, Box 7009, 103 86 Stockholm; or by telephone on +46 (0)155-44 33 00; or via the website, klovern.se.

The notice of intention to attend should state the name, personal identification/company registration number, address, telephone number, holding of shares, and any assistants who will be attending the general meeting.

In order to be entitled to participate at the meeting, a shareholder whose shares are nominee-registered must, through the nominee, have the shares re-registered in his or her own name such that he or she is registered as shareholder in the share register on 16 October 2014. Such registration may be temporary. A request for such registration must be made in ample time with the bank or securities institution which manages the shares.

A shareholder who is represented by a proxy must issue a written and dated proxy form to the proxy. Where the proxy form is issued by a legal entity, a certified copy of the certificate of registration for the legal entity must be appended. The proxy form and the certificate of registration may not have been issued more than one year prior to the date of the general meeting, unless the proxy form stipulates a longer term of validity, however not to exceed five years. The original proxy form as well as any certificate of registration must be available at the general meeting and should be sent to the company at the above address in ample time prior to the general meeting. Proxy forms are available on the company’s website, klovern.se, or will be sent to any shareholder so requesting.

At the time of the notice to attend, there were a total of 186,932,360 shares in the company, of which 166,544,360 are ordinary shares carrying one vote per share and 20,388,000 are preference shares, carrying one-tenth of one vote per share. The total number of votes is 168,583,160.

At the time of the notice, the company does not hold any treasury shares.

Proposed agenda

1. Opening of the meeting.
2. Election of a chairperson of the meeting.
3. Preparation and approval of the voting register.
4. Election of one or two persons to attest the minutes.
5. Determination of whether the meeting was duly convened.
6. Approval of the agenda.
7. Resolution regarding authorisation for the board of directors to resolve upon a new issue of preference shares.
8. Resolution regarding amendment of the articles of association in respect of new class of shares and conversion clause.
9. Resolution regarding i) amendment of the articles of association in respect of share capital limits and resolution regarding reduction of the company’s share capital and reduction of the statutory reserve; ii) amendment of the articles of association in respect of share capital and number of shares; and iii) bonus issue of Class B ordinary shares.
10. Resolution regarding amendment of the articles of association in respect of the number of shares, etc., and resolution regarding 1:2 consolidation of shares (reverse split).
11. Resolution regarding authorisation for the board of directors to resolve on a new issue of shares.
12. Resolution regarding dividends.
13. Resolution regarding authorisation for the board of directors to make minor adjustments to the resolutions.
14. Closure of the meeting.

Proposed resolutions

Item 2. Chairperson of the meeting

The board of directors proposes that advokat Patrik Essehorn be appointed chairperson of the general meeting.

Item 7. Resolution regarding authorisation for the board of directors to resolve on a new issue of preference shares

The board of directors proposes that the board be authorised, for a period not to extend beyond the  next annual general meeting, on one or more occasions within the scope of the applicable articles of association, to resolve on an issue of new preference shares for cash with deviation from the shareholders’ preferential rights as follows.

The total number of shares which are issued based on the authorisation may not exceed 12,500,000 preference shares prior to the proposed consolidation in item 10 below. In conjunction with a new issue resolved upon on the basis of the authorisation, a discount to subscribers on market terms may be given.

A new issue resolved upon on the basis of the authorisation shall take place for the purpose of capitalising the company prior to acquisition of real property or participating interests in legal entities which own real property, or for the purpose of financing tenant modifications and extensions within interesting growth regions and real property segments. 

Item 8. Resolution regarding amendment of the articles of association in respect of new classes of shares and conversion clause

In order to enable growth with limited dilution of votes for existing shareholders, the board of directors proposes that a new class of shares, Class B ordinary shares, be introduced into the articles of association. In conjunction with the introduction of the new class of shares, the board of directors proposes that the class of shares which is currently designated ordinary shares be designated as Class A ordinary shares in the future, i.e. all currently issued ordinary shares shall be Class A ordinary shares. Class B ordinary shares shall have the same financial rights as existing Class A ordinary shares, but only 1/10 of one vote per share. Class A ordinary shares have one (1) vote per share.

The board of directors thus proposes that the general meeting resolve to amend the provisions of the articles of association regarding the number of shares and classes of shares in the second paragraph of article 5.1 as follows:

“5.1 Number of shares and classes of shares

Paragraph 2. Three classes of shares may be issued: Class A and Class B ordinary shares, and preference shares. Ordinary shares and preference shares may be issued in an amount corresponding to not more than 100 per cent of the share capital. Class A ordinary shares shall carry one vote and Class B ordinary shares and preference shares shall each carry one tenth of one vote.”

In light of the introduction of a new class of shares, the board of directors also proposes that the general meeting resolve to amend the final paragraph of article 5.3 of the articles of association to be worded as follows:

“An increase in the share capital through a bonus issue may only take place through the issuance of ordinary shares whereupon, if both Class A ordinary shares and Class B ordinary shares have previously been issued, the inter se relationship between Class A and Class B ordinary shares which are issued through the bonus issue and previously issued Class A and Class B ordinary shares shall be unchanged. In such context, only holders of ordinary shares shall be entitled to the new shares. Where both Class A and Class B ordinary shares are issued, the bonus shares shall be allocated among the holders of ordinary shares in proportion to the number of ordinary shares of the same class which they previously held. However, a bonus issue may also take place through the issuance of preference shares to holders of ordinary shares, whereupon the bonus shares shall be allocated among the holders of ordinary shares in proportion to the total number of ordinary shares which they previously held. The foregoing shall not entail any restriction on the possibility of issuing a new class of shares through a bonus issue, following necessary amendment of the articles of association.”

In light of the proposed bonus issue of Class B ordinary shares in item 9 iii) below, the board of directors proposes that a conversion clause be incorporated into Klövern’s articles of association. The board of directors proposes that a new article 5.6 be introduced into the articles of association, worded as follows:

“5.6 Conversion Clause

Class A ordinary shares shall, upon the request of a holder of such shares, be converted to Class B ordinary shares. Any request for conversion, which must be made in writing and state the number of Class A ordinary shares which are to be converted to Class B ordinary shares and, where the request does not pertain to the entire holding of shares, the Class A ordinary shares to which the conversion pertains, shall be made with the board of directors. Such a request must be received by the board of directors during the months of January or July. The board of directors shall immediately provide notice of the conversion to the Swedish Companies Registration Office for registration in the Companies Register. The conversion shall be executed when registration takes place and is noted in the VPC register.”

Item 9. Resolution regarding i) amendment of the articles of association in respect of share capital limits and resolution regarding reduction of the company’s share capital and reduction of the statutory reserve; ii) amendment of the articles of association in respect of share capital and number of shares; and iii) bonus issue of Class B ordinary shares.

The board of directors of Klövern wishes to create a new class of shares through an issue of Class B ordinary shares. An issue of new Class B ordinary shares is proposed to take place through a bonus issue. The board of directors’ intention is to create, through the bonus issue, a new capital instrument with limited dilution of votes for existing shareholders, which will contribute to new possibilities for raising capital for the company and enable growth. The intention is that the Class B ordinary shares are to be listed on NASDAQ OMX Stockholm during the month of December 2014.

Klövern’s board of directors believes that it is important that the company’s share capital be kept at a balanced level where consideration is given to the company’s business activities and size. The board of directors therefore proposes that the bonus issue be preceded by a reduction of the share capital and also proposes that the statutory reserve be used in the bonus issue.

Item 9 i) Resolution regarding amendment of the articles of association in respect of share capital limits and resolution regarding reduction of the company’s share capital and reduction of the statutory reserve

In order to enable the board of directors’ proposed reduction of Klövern’s share capital, the board of directors proposes that the general meeting resolve to amend the limits set forth in the articles of association for the share capital as follows:

“4. Share capital

The share capital shall be not less than SEK one hundred and fifty million (150,000,000) and not more than SEK six hundred million (600,000,000).”

The board of directors further proposes that the general meeting resolve on a reduction of the company’s share capital pursuant to the following. The company share capital shall be reduced by SEK 747,729,440, without cancellation of shares, for appropriation to unrestricted equity.

Following the reduction of the share capital in accordance with the foregoing, the company’s share capital will be SEK 186,932,360, allocated over a total of 186,932,360 shares, each share with a quotient value of SEK one (1), instead of the current SEK five (5) per share.

The reduction of the share capital requires that the articles of association be amended pursuant to this item.

The board of directors also proposes that the general meeting resolve on a reduction of the statutory reserve by SEK 917,714,160, to be used for increase of the share capital through a bonus issue of Class B ordinary shares in item 9 iii) below.

In accordance with Chapter 20, section 13, fourth paragraph of the Swedish Companies Act (2005:551), the board of directors submits the following report. The company is executing in item 9 iii) below a parallel bonus issue. The bonus issue entails that the company’s restricted equity and share capital will be restored, and thus the resolution to reduce the share capital in accordance with this item can be executed without authorisation from the Swedish Companies Registration Office or a court of general jurisdiction. The effects of the reduction of the share capital as well as the bonus issue on the company’s restricted equity and its share capital are set forth, in respect of the reduction of the share capital and the statutory reserve, as presented above; and, in respect of the bonus issue, as set forth in items 9 ii) and 9 iii) below.

Item 9 ii) Resolution regarding amendment of the articles of association in respect of share capital and number of shares

In light of the proposed bonus issue in item 9 iii) below, the board of directors proposes that the general meeting resolve to modify the article of association’s limits of the share capital as follows.

“4. Share capital

The share capital shall be not less than SEK one billion six hundred million (1,600,000,000) and not more than SEK six billion, four hundred million (6,400,000,000).”

The board of directors further proposes that the general meeting resolve, for the purpose of enabling the bonus issue, to modify the provisions of the articles of association regarding number of shares and classes of shares in the first paragraph of article 5.1 as follows.

“5.1 Number of shares and classes of shares

The number of shares shall be not less than one billion six hundred million (1,600,000,000) and not more than six billion four hundred million (6,400,000,000).”

Item 9 iii) Resolution regarding bonus issue of Class B ordinary shares

The board of directors proposes that the general meeting resolve to increase the share capital through a bonus issue as follows.

1. The company’s share capital shall be increased by SEK 1,665,443,600 through the issue of 1,665,443,600 new Class B ordinary shares. One (1) Class A ordinary share shall confer the right to ten (10) new Class B ordinary shares. Holdings of preference shares shall not confer a right to new Class B ordinary shares pursuant to the articles of association.
2. The amount by which the share capital is increased shall be provided from unrestricted equity in the amount of SEK 747,729,440 and from the statutory reserve in the amount of SEK 917,714,160.
3. The bonus issue requires amendment of the articles of association pursuant to item 9 ii) above.
4. The record date for the bonus issue shall be 5 December 2014.
5. The new Class B ordinary shares shall first confer the right to payment of dividends on the first record date for dividends which occurs after the bonus issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.

The general meeting’s resolutions in accordance with items i) – iii) above shall be adopted as one resolution. The resolution in this item is conditional on the general meeting’s adoption of a resolution in accordance with item 8 above.

Item 10. Resolution regarding amendment of the articles of association in respect of the number of shares, etc., and resolution regarding 1:2 consolidation of shares (reverse split).)

The board of directors proposes that the general meeting adopt a resolution for 1: 2 consolidation of shares (reverse split). This entails that two Class A ordinary shares shall be consolidated into one Class A ordinary share, two Class B ordinary shares shall be consolidated into one Class B ordinary share, and two preference shares shall be consolidated into one preference share.

The board of directors shall be authorised to establish the record date for the consolidation.

For those shareholders who, on the record date, do not hold a number of Class A ordinary shares, Class B ordinary shares, or preference shares which is evenly divisible by two, the surplus shares will be sold at the company’s expense and the proceeds of the sale will be allocated among these shareholders. The company intends to apply this procedure to surplus Class B ordinary shares notwithstanding that no such shares were issued as per the record date for the extraordinary general meeting.

As a result of the consolidation, the board of directors proposes that article 5.1 of the articles of association be amended insofar as it pertains to the number of shares in the company being not less than 800,000,000 and not more than 3,200,000,000, and that articles 5.2, 5.4, and 5.5 of the articles of association be amended for consistency. This entails that the total dividend per preference share will be SEK 20 per year and, for preference shares in respect of the right of redemption and right to participate in the distribution of assets in the event of dissolution of the company, the amounts in these articles are adjusted in proportion to the proposed consolidation.

The resolution in this item is conditional on the general meeting adopting a resolution in accordance with item 9 above.

Item 11. Resolution regarding authorisation for the board of directors to resolve on new issues of shares

The board of directors proposes that the general meeting resolve to authorise the board of directors, within the scope of the applicable articles of association, on one or more occasions during the period until the next annual general meeting, to resolve on new issues of Class A ordinary shares and/or Class B ordinary shares and/or preference shares, with or without deviation from the shareholders’ preferential rights.

The number of shares which may be issued based on the authorisation may correspond to an increase of the share capital of not more than ten (10) per cent based on the total share capital of the company following registration of the resolutions adopted at this extraordinary general meeting, calculated as if the board of directors’ authorisation in item 7 was exercised in its entirety. The number of Class A ordinary shares which may be issued based on the authorisation may not, however, exceed ten (10) percent of the share capital which is comprised of Class A ordinary shares following registration of the resolutions adopted at this extraordinary general meeting; the number of Class B ordinary shares which may be issued based on the authorisation may not exceed ten (10) percent of the share capital comprised of Class B ordinary shares following registration of the resolutions adopted at this extraordinary general meeting; and the number of preference shares which may be issued based on the authorisation may not exceed ten (10) percent of the share capital comprised of preference shares following registration of the resolutions adopted at this ordinary general meeting, calculated as if the board of directors’ authorisation in item 7 had been exercised in its entirety.

It shall be possible to pay for the shares in cash, through non-cash consideration, with set-off rights, or on terms which follow from Chapter 2, section 5 of the Swedish Companies Act.

A new issue resolved upon on the basis of the authorisation shall take place for the purpose of acquiring real property or participating interests in legal entities which own real property, or for the purpose of capitalising the company prior to such acquisitions. A new issue resolved upon on the basis of the authorisation which takes place with deviation from the shareholders’ preferential rights shall take place at a subscription price on market terms. In conjunction with new issues of preference shares and/or Class B ordinary shares which takes place with deviation from the shareholders’ preferential rights and which are subscribed for in cash, however, a discount to subscribers on market terms may be given. In the event of rights issues, a discount to subscribers on market terms shall be given.

The authorisation in this item shall replace the authorisation to issue shares which the annual general meeting granted to the board of directors. For the avoidance of doubt, the authorisation in this item also shall not entail any restriction in respect of the authorisation for the board of directors proposed in item 7 above.

Item 12. Resolution regarding dividends

On 23 April 2014, the annual general meeting adopted a resolution for a dividend of SEK 10 per preference share, divided into four disbursements of SEK 2.50 each. The resolved record dates for dividends on preference shares were 30 June 2014 with an anticipated date of disbursement of 3 July 2014, 30 September 2014, with an anticipated date of disbursement of 3 October 2014, 30 December 2014, with an anticipated date of disbursement of 7 January 2015, and 31 March 2015, with an anticipated date of disbursement of 7 April 2015. Following consolidation of shares, the resolution entails that each preference share shall be entitled to a dividend of SEK 20, of which two additional dividends of SEK 5 each, with record dates resolved upon by the annual general meeting, remain.

The board of directors proposes that all preference shares which may be issued by the board of directors based on the general meeting’s authorisation pursuant to items 7 and 11 – not to exceed 7,894,400 preference shares – shall confer the right to dividends as from the date on which they are entered into the share register maintained by Euroclear Sweden AB, entailing a first dividend of SEK 5 per preference share with the next subsequent record date in accordance with the resolution of the annual general meeting, not to exceed SEK 78,944,000.

In the event that consolidation of shares pursuant to item 10 is not executed, all preference shares which may be issued on the basis of the board of directors’ authorisation pursuant to items 7 and 11 – not to exceed 15,788,800 preference shares – shall confer a right to dividends as from the date on which they are entered in the share register maintained by Euroclear Sweden AB, entailing a first dividend of SEK 2.50 per preference share with the next subsequent record date in accordance with the resolution of the annual general meeting, not to exceed SEK 78,944,000.

Distributable earnings at the disposal of the general meeting following the most recently adopted resolution regarding asset transfers is SEK 390,811,770.

Item 13. Resolution regarding authorisation for the board of directors to make minor adjustments of the resolutions

The board of directors proposes that the general meeting authorise the board of directors, the CEO, or the person otherwise designated by the board of directors, to make such minor adjustments and clarifications of the resolutions adopted by the general meeting to the extent necessary for registration of the resolutions.

Miscellaneous

Shareholders are reminded of their right to request information pursuant to Chapter 7, section 32 of the Swedish Companies Act. The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that such can take place without significant damage to the company, provide information regarding circumstances which may affect the assessment of a matter on the agenda.

A valid resolution pursuant to items 7 – 11 requires approval by not less than two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.

The board of directors’ complete proposals for resolutions with documents appurtenant thereto will be available at the company’s service office and on the website not later than three weeks prior to the general meeting. The documents will be sent to any shareholders who request and provide their postal address and will also be available at the general meeting. The documents will be presented at the general meeting.

Nyköping, September 2014

Klövern AB (publ)

The Board of Directors

For further information, please contact:
Rutger Arnhult, CEO, +46 70-458 24 70, rutger.arnhult@klovern.se
Lars Norrby, IR, +46 76-777 38 00, lars.norrby@klovern.se


Klövern is a real estate company committed to working closely with customers to offer them efficient premises in Swedish growth regions. As of 30 June 2014, the value of the properties totalled SEK 29 billion and the rental value on an annual basis was SEK 2.9 billion. Klövern is listed on Nasdaq OMX Stockholm Mid Cap. For further information, see kelly.corem.se.

Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden. Phone: +46 155-44 33 00, fax: +46 155-44 33 22,
e-mail: info@klovern.se.

This information is such that Klövern AB (publ) is obliged to disclose under the Securities Market Act and/or the Financial Instruments Trading Act. The information was made available for publication on 23 September 2014.