2013-03-15 10:03:45 -
Shareholders of Klövern AB (publ) are hereby notified of the Annual General
Meeting of Shareholders at 4 pm on Wednesday, 17 April 2013, at World Trade
Center, Klarabergs-viadukten 70, Stockholm. Registration starts at 3 pm.
Notification of attendance
Shareholders wishing to participate in the Annual General Meeting must
* be registered as owner in the print-out of the share register made by
Euroclear Sweden AB on Thursday, 11 April 2013,
* and notify their attendance to the company in writing at the latest by 12
noon on Thursday, 11 April 2013, at the address: Klövern AB, Box
1024, 611 29 Nyköping, by telephone to +46 155-44 33 00 or via Klövern's
When making notification, shareholders must state their name, date of
birth/Swedish personal ID no./company registration no., address, 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 in good time before Thursday, 11
April 2013, to be able to participate in the meeting. Requests for such
registration must be made to the bank or securities institution administering
In cases where a representative participates in the meeting, a written and dated
power of attorney shall be issued for the representative. If the power of
attorney is issued by a legal entity, a certified copy of the registration
certificate is also to be enclosed. The power of attorney and the registration
certificate must not have been issued earlier than one year before the date of
the meeting, unless a longer period of validity is specified in the power of
attorney, in which case the period of validity may be at most five years. The
power of attorney in the original and the registration certificate, if
applicable, should be sent to the Company at the above address in good time
before the meeting. A power of attorney form is available on Klövern's website,
www.klovern.se, or can be sent to shareholders who so request.
The Company has a total of 185,080,698 shares, of which 166,544,360 are common
shares with one vote per share and 18,536,338 are preference shares with a tenth
of a vote per share. The number of votes totals 168,397,993.8.
The Company does not own any shares of its own at the time of 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 CEO
8. Presentation of the annual report and the audit report and the consolidated
financial statement and the audit report for the group
9. Decisions on:
a) the adoption of the statement of income and the balance cheet and the
consolidated statement of income and consolidated balance sheet
b) appropriations concerning the Company's profit or loss in accordance
with the adopted balance sheet
c) discharge from liability for the board members and the CEO
d) the record dates in the event of the Annual General Meeting deciding
on a dividend
10. Determination of the number of board members, auditors and deputy auditors
or a registered public accounting firm
11. Determination of fees for the Board and auditor
12. Election of board members and the Chairman of the Board
13. Appointment of auditors and deputy auditors or a registered public
14. Adoption of guidelines for remuneration of the executive management
15. Decision relating to the compensation of the Nominations Committee
16. Decision on authorization for the Board to acquire and transfer the
Company's own shares
17. Decision on authorization for the Board to decide on a new issue
18. Decision on authorization for the Board to undertake minor adjustments of
19. Any other business
20. Closure of the meeting
Chairman of the meeting, item 2
The Nominations Committee proposes that Fredrik Svensson be appointed to chair
Dividend, item 9 b and d
The Board recommends that a dividend of SEK 1.50 (1.25) per common share and a
total of SEK 10.00 (10.00) per preference share be paid to shareholders for the
2012 financial year. The dividend amount per preference share of SEK total ten
(10.00) shall be distributed in four payments, each of SEK 2.50.
It is proposed that Monday, 22 April 2013 be the record date for the common
share with the expected payment date being Thursday, 25 April 2013.
It is proposed that the record dates for the preference share be:
1. Friday, 28 June 2013 with the expected payment date being Wednesday, 3 July
2. Monday, 30 September 2013 with the expected payment date being Thursday, 3
3. Monday, 30 December 2013 with the expected record date being Tuesday, 7
January 2014, and
4. Monday, 31 March 2014 with the expected payment date being Thursday, 3 April
The Board further proposes that the remaining profit of SEK 113,052,350 be
The Board proposes that the General Meeting resolves that all new preference
shares - maximum of 1,853,634 preference shares - which may be issued under the
General Meeting's authorization according to point 17 below, shall give right to
dividend as from the date they were registered in the Euroclear Sweden AB share
register, meaning a first dividend of SEK 2.50 per preference share with the
next record date as above.
Decisions on the number of board members and auditors, establishment of fees and
election of the Board of Directors and auditors, item 10 - 13
The Nominations Committee, consisting of Lars Höckenström, chairman of the
Nominations Committee (Corem Property Group AB), Rikard Svensson (Arvid Svensson
Invest AB), Eva Gottfridsdotter-Nilsson (Länsförsäkringar fonder), Mia Arnhult
(Rutger Arnhult via company), Samir Taha (other shareholders) and Fredrik
Svensson (Chairman of the Board of Klövern), proposes that the Board shall
continue to consist of five (5) members. The Nominations Committee proposes that
the Company shall continue to have a (1) registered public accounting firm as
The Nominations Committee proposes that the Annual General Meeting decide to
leave unchanged the fees paid to the Board from last year, and that the fees
paid to the Board shall total SEK 700,000, of which SEK 280,000 is to be paid to
the Chairman of the Board and SEK 140,000 each to the other members. A board
member, who is at the same time employed by the Company, shall not receive any
director's fee. No further payment is made to board members who serve on
committees of the Board.
It is proposed that payment be made to the auditors in accordance with approved
The Nominations Committee proposes that the following board members be re-
elected for the period until the end of the next Annual General Meeting:
1. Fredrik Svensson,
2. Rutger Arnhult,
3. Ann-Cathrin Bengtson, and
4. Eva Landén.
The Nominations Committee proposes that the Annual General Meeting elect Pia
Gideon as a new member for the period until the end of the next Annual General
Anna-Greta Lundh declines re-election.
The Nominations Committee proposes that Fredrik Svensson be elected as Chairman
of the Board.
The Nominations Committee proposes re-appointment of the registered public
accounting firm Ernst & Young AB as the Company's auditors with Mikael Ikonen as
auditor in charge.
Guidelines for remuneration of the executive management, item 14
The executive management consists of the CEO and other members of the executive
management group. The Remuneration Committee, which consists of the Board apart
from the CEO, draws up proposals for the establishment of guidelines for
remuneration and other terms of employment for the executive management.
The Board's proposed guidelines for remuneration and other terms of employment
for the executive management for the period until the end of the next annual
general meeting consist of the following main points:
The basic salary is to be at a market level and competitive and to take into
account the individual's areas of responsibility and experience. The basic
salary is to be subject to review every year. Variable salary shall be linked to
predetermined and measurable criteria, designed with the intention of promoting
the long-term creation of value in the Company. For the CEO, no variable salary
is payable and for other members of the executive management at most three (3)
months basic salary per year.
Pension premiums for the executive management may amount to at most 35 per cent
of the basic salary and the pension age is 65.
The period of notice of members of the executive management shall be twelve (12)
months if given by the Company and six (6) months if given by the executive
manager. No severance pay is payable.
Benefits in addition to salary, variable salary and pension for all members of
the executive management are a company car, health insurance, a subsistence
allowance and a share in Klövern's profit-sharing foundation.
The Board shall, as provided for in Chapter 8, section 53, of the Companies Act,
have the right to depart from the guidelines if there is reason for doing so in
The composition of the Nominations Committee, item 15
The Nominations Committee proposes that the following adjusted principles shall
apply for the composition of the Nominations Committee.
The Nominations Committee shall consist of five (5) members, of which one (1)
member shall be the Chairman of the Board. The Chairman of the Board shall
contact the four (4) largest shareholders by voting power of the Company as at
the last day of share trading in September the year preceding the Annual General
Meeting. In the event of the requested shareholder not wishing to appoint a
member of the Nominations Committee, the next largest shareholder, who has not
previously been asked to appoint a representative to the Nominations Committee,
shall be asked.
The appointed members shall, together with the Chairman of the Board as
convenor, constitute the Company's Nominations Committee. The names of the
members who are to constitute the Nominations Committee, as well as the
shareholders they represent, shall be published on the Company's website,
klovern.se at the latest six months prior to the next Annual General Meeting.
In the event of a shareholder who has been appointed a member of the Nominations
Committee divesting a significant part of his shareholding before the work of
the Nominations Committee has been completed, the member appointed by the
shareholder shall, if the Nominations Committee so decides, resign and be
replaced by a new member, who shall be appointed by the shareholder who at the
point in time in question, is the largest shareholder by number of votes, which
is not represented on the Nominations Committee. Should any of the members of
the Nominations Committee cease to represent the shareholder who has appointed
the member before the work of the Nominations Committee is completed, such
member shall, if the Nominations Committee so decides, be replaced by a new
member appointed by the shareholder in question. If ownership is significantly
changed in another way before the work of the Nominations Committee is
completed, the composition of the Nominations Committee shall be changed in
accordance with the principles stated above, if so decided by the Nominations
The period of office of the Nominations Committee shall extend until a new
Nominations Committee has been appointed.
No compensation shall be paid to the members of the Nominations Committee. At
the request of the Nominations Committee, the Company shall, however, provide
personnel resources to facilitate the work of the Nominations Committee, such
as, for example a secretary. When required the Company shall also meet other
reasonable costs which are necessary for the Nominations Committee's work.
The Nominations Committee shall perform the tasks ensuing from the Swedish Code
of Corporate Governance. The Nominations Committee shall furthermore produce
proposals on the following matters to be presented to the Annual General Meeting
for a decision:
a) A proposal on the chairman of the meeting
b) A proposal on the Board of Directors
c) A proposal on the Chairman of the Board
d) A proposal on fees for the board members and the Chairman
e) A proposal on remuneration for work on board committees
f) A proposal on auditors
g) A proposal on a fee for the Company's auditors
h) A proposal on the composition of the Nominations Committee
Authorization for the Board to acquire and transfer the Company's own shares,
The Board proposes that the Annual General Meeting decide to authorize the
Board, at the longest until the next Annual General Meeting, to acquire and
transfer Klövern's own shares as follows.
Acquisitions may take place of at most the number of common and preference
shares so that the Group's total shareholding of its own common and preference
shares corresponds to at most 10 per cent of all registered common and
preference shares issued by the Company. Acquisition may take place by trading
on the regulated market place NASDAQ OMX Stockholm. Payment for the shares
acquired shall be made in cash.
All Klövern shares held by the Company on the date of the Board's decision may
be transferred by trading at NASDAQ OMX Stockholm or through a third party in
connection with property or company acquisition. Compensation for transferred
shares shall be paid in cash, in kind, by set-off of a claim on the Company, or
otherwise with conditions attached.
Purchase and sale of shares may take place on one or more occasion during the
period until the next Annual General Meeting, at a price per share that is
within the price range registered from time to time.
The Board's proposal for authorization is intended to provide the Board with
greater possibilities to adapt the capital structure of the Company to the
capital requirement from time to time and thus be able to contribute to
increased shareholder value. The Company does not own any of its own shares at
the time of this notice.
Authorization for the Board to decide on a new issue, item 17
The Board proposes that the Annual General Meeting decide to authorize the
Board, on one or more occasions, during the period until the end of the next
Annual General Meeting to decide on a new issue of common and/or preference
shares, with or without derogation from the shareholders' pre-emption rights.
The number of shares issued pursuant to this authorization shall correspond to
an increase in the share capital of at most ten (10) per cent based on the total
share capital of the Company at the time of the 2013 Annual General Meeting. The
number of common shares that may be issued pursuant to the authorization may,
however, amount to at most ten (10) per cent of the share capital consisting of
common shares issued on the date of the 2013 Annual General Meeting, and the
number of preference shares which may be issued pursuant to the authorization
may amount to at most ten (10) per cent of the share capital consisting of
preference shares issued at the time of the 2013 Annual General Meeting.
Shares may be subscribed to in cash, by payment in kind, through a set-off, or
on conditions following from Chapter 2, section 5, of the Companies Act.
A new issue decided upon pursuant to the authorization shall take place with the
intention of acquiring properties or participation rights in legal entities that
own properties or with a view to capitalizing the Company prior to such
acquisitions. A new issue pursuant to the authorization that takes place
derogating from the shareholders' pre-emption rights shall take place at the
market subscription price. An issue discount may be given at the market level,
however, in the event of new issues of preference shares that take place
derogating from the shareholders' pre-emption rights, which are subscribed to in
cash. An issue discount at the market level shall be given in the event of
Authorization for the Board to make minor adjustments of the decisions, item 18
The Board proposes that the Annual General Meeting authorize the Board, the CEO
or the person otherwise designated by the Board, to undertake such minor
adjustments and clarifications of the decisions made at the Annual General
Meeting, to the extent required for registration of the decisions.
Any other business
Shareholders have the right, pursuant to Chapter 7, section 32, of the Companies
Act to request information about circumstances that may affect the assessment of
an item of business on the agenda and about circumstances that may affect the
assessment of the Company's financial situation. The Board and the CEO shall
provide information if the Board considers that this can be done without
significant damage to the Company. The duty of disclosure also applies to the
Company's relationships with other companies in the group, the consolidated
financial statements and such circumstances as detailed above applicable to
Shareholders have a right to ask the Company questions at the Annual General
Meeting on the item of business and proposals to be considered at the Annual
The decisions of the Annual General Meeting on items 16 and 17 will only be
valid if the decisions are supported by shareholders representing at least two-
thirds of the votes given and represented at the meeting.
The Nominations Committee's complete proposals for decisions, reasoned
statements and information about proposed board members and auditors with
appurtenant documentation are available at Klövern's head office at Nyckelvägen
14 in Nyköping and on the Company's website, www.klovern.se. The annual report,
the consolidated financial statements, the audit report and the audit statement,
the Board's complete proposals for decisions with appurtenant documentation as
well as the Board's report on evaluation of remuneration and application of the
Annual General Meeting's guidelines for salaries and other remuneration to
senior executives, together with the auditor's statement on application are
available at the Company's head office and the website at the latest three weeks
before the Annual General Meeting. The documents will be sent to the
shareholders who make a request to that effect and provide their postal address.
The documents will also be available at the Annual General Meeting.
Programme at the Annual General Meeting
3pm Entrance to the premises for the meeting opened
4pm Opening of the Annual General Meeting
Light refreshments will be served after the meeting.
Nyköping, 15 March 2013
Klövern AB (publ)
Board of Directors
For further information, please contact:
Rutger Arnhult, CEO, +46 70-458 24 70, firstname.lastname@example.org
Britt-Marie Nyman, Finance and IR Manager, Deputy CEO,
+46 155-44 33 12/+46 70-224 29 35, email@example.com
Klövern is a real estate company committed to working closely with customers to
offer them efficient premises in selected growth regions. As at 31 December
2012, the value of the properties totalled approximately SEK 22.6 billion and
the rental income on an annual basis was around SEK 2.5 billion. The Klövern
share is listed on Nasdaq OMX Stockholm Mid Cap.
Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden. Tel +46 155-44 33 00,
Fax +46 155-44 33 22. Corporate registration no. 556482-5833. Registered office:
Nyköping. Website: www.klovern.se, firstname.lastname@example.org
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 15 March 2013.
Notice of Annual General Meeting of Shareholders of Klövern AB:
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Source: Klövern AB (publ) via Thomson Reuters ONE