Notice of annual general meeting of shareholders of Klövern AB (publ)
(Thomson Reuters ONE) -
Notice of annual general meeting of shareholders of Klövern AB (publ)
Shareholders of Klövern AB (publ) are hereby notified of the Annual General
Meeting of Shareholders at 4 pm on 23 April 2015, at Kistamässan, Arne Beurlings
Torg 5, Kista. Registration starts at 3 pm.
Notification of attendance
Shareholders wishing to participate in the Annual General Meeting must
(i) be registered as owner in the print-out of the share register
made by Euroclear Sweden AB on 17 April 2015,
(ii) and notify their attendance to the company in writing at the
latest by 17 April 2015, preferably before 12.00 noon, at the address: Klövern
AB, c/o MAQS Advokatbyrå Stockholm AB, Klövern Årsstämma 2015, Box 7009, 103 86
Stockholm, by telephone to 0155-44 33 00 or via Klövern's website,
www.klovern.se.
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 17 April 2015,
to be able to participate in the meeting. Requests for such registration must be
made to the bank or securities institution administering the shares.
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 932,437,980 shares, of which 81,871,406 are ordinary
Class A shares, 834,122,574 ordinary Class B shares and 16,444,000 preference
shares. Class A shares have one vote per share and Class B and preference shares
have a tenth of a vote per share. The number of votes totals 166,928,063.4.
The Company does not own any shares of its own at the time of the meeting.
Proposed agenda
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 audit report for the group.
9. Decisions on:
a) the adoption of the statement of income and the balance sheet
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,
and
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 accounting firm.
14. Adoption of guidelines for remuneration of the executive
management.
15. Decision relating to the composition of the Nominations
Committee.
16. Decision on amendment of the Articles of Association concerning
the registered office of the Company and other matters.
17. Decision on amendment of the Articles of Association concerning
conditions for preference shares, redemption price and amounts to receive on
dissolution of the Company.
18. Decision on authorization for the Board to acquire and transfer
the Company's own shares.
19. Decision on authorization for the Board to decide on a new issue
of shares.
20. Decision on authorization for the Board to undertake minor
adjustments of decisions.
21. Closure of the meeting.
Proposed decisions
Chairman of the meeting, item 2
The Nominations Committee proposes that Fredrik Svensson be appointed to chair
the meeting.
Dividend, item 9 b and d
The Board recommends that a dividend of SEK 0.30 per ordinary share of Class A
and Class B and SEK 20.00 per preference share be paid to shareholders for the
2014 financial year. The dividend amount per preference share totalling SEK
20.00 shall be distributed in four payments, each of SEK 5.00.
It is proposed that 27 April 2015 be the record date for the ordinary share with
the expected payment date being 30 April 2015 if the meeting decides in
accordance with the proposal.
It is proposed that the record dates for the preference share be:
(i) 30 June 2015 with the expected payment date being 3 July
2015,
(ii) 30 September 2015 with the expected payment date being 5
October 2015,
(iii) 30 December 2015 with the expected payment date being 7
January 2016, and
(iv) 31 March 2016 with the expected payment date being 5 April
2016.
The Board further proposes that the remaining profit, of which a portion may be
used for dividend for additional preference shares as below, be carried forward.
The Board proposes that the Annual General Meeting decide that all new
preference shares that may be issued pursuant to the meeting's authorization in
accordance with item 19 below, confer entitlement to dividend from the date that
they have been registered in the share register kept by Euroclear Sweden AB,
entailing a first dividend of SEK 5.00 per preference share with the first
record date as above after registration in the share register.
Determination of the number of board members, 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 Fondförvaltning), Mia
Arnhult (Rutger Arnhult through company) 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 auditor.
The Nominations Committee proposes that the Annual General Meeting decide to
increase the fees paid to the Board from a total of SEK 700,000 last year to SEK
715,000, of which an unchanged amount of SEK 280,000 is to be paid to the
Chairman of the Board and SEK 145,000 each to the other members, entailing an
increase of SEK 5,000 per member. 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
invoices.
The Nominations Committee proposes that the following board members be re-
elected for the period until the end of the next Annual General Meeting:
(i) Fredrik Svensson,
(ii) Rutger Arnhult,
(iii) Ann-Cathrin Bengtson,
(iv) Eva Landén, and
(v) Pia Gideon.
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. Ernst & Young AB has
notified that in the event of their being appointed, that they will appoint
Fredrik Hävrén 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, which
are proposed by the Board.
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.
Variable salary is paid in the form of salary not conferring pension rights.
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
individual cases.
The composition of the Nominations Committee, item 15
The Nominations Committee proposes that the following unchanged 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 Nominations Committee shall appoint a Chairman from among its
members, who may not be a member of the Board of the company.
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,
www.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
Committee.
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, secretaries. 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 decision:
(i) A proposal on the chairman of the meeting,
(ii) A proposal on the Board of Directors,
(iii) A proposal on the Chairman of the Board,
(iv) A proposal on fees for the board members and the Chairman,
(v) A proposal on remuneration for work on board committees,
(vi) A proposal on auditors,
(vii) A proposal on a fee for the Company's auditors, and
(viii) A proposal on the composition of the Nominations Committee.
Amendment of the Articles of Association with regard to the registered office of
the Company and related matters, item 16
The Board proposes that the Annual General Meeting decide to amend article 2 of
the Articles of Association concerning the registered office of the Company to
the effect that the Company shall have its registered office in Stockholm, After
the amendment, article 2 of the Articles of Association shall be worded as
follows (additional text is shown in italics and the removed text deleted):
"The Company shall have its registered office in Stockholm Nyköping. The Annual
General Meeting may be held in Nyköping or Stockholm."
The Board also proposes that an editorial change be made in article 10 of the
Articles of Association, after which the amended text will be worded as follows
(removed text deleted)
"Shareholders who wish to participate in the proceedings at a general meeting
must be entered in a printout or other presentation from the entire share
register regarding circumstances pertaining five weekdays prior to the general
meeting, and must have notified the Company of their participation not later
than 12 noon on the date stated in the notice to attend the general meeting.
Such a day may not be a Sunday, other public holiday, Saturday, Midsummer Eve,
Christmas Eve or New Years' Eve, and may not occur earlier than the fifth
weekday prior to the general meeting.."
Amendment of the Articles of Association with regard to conditions for the
preference share; redemption price and amount to receive in the event of
dissolution of the Company (item 17)
The Company's preference shares are traded in the market at a price that is
close to the amount at which the preference share as from 2015 can be subject to
redemption in accordance with a decision of a general meeting of shareholders.
The Board is aware that the current level of interest rates can lead to this
effect, and the Board wishes therefore, inter alia, in the light of the level of
interest rates, to propose to the Annual General Meeting an adjustment of the
conditions for the preference share as regards redemption and the right to a
share in the distribution of assets in the event of a dissolution of the
Company. The Board's intention with this proposal is to promote a continued good
development of the price of the preference share as well as facilitating future
acquisition of capital through the preference share.
In the light of the above, the Board proposes that the third paragraph of
Article 5.4 (Redemption) of the Articles of Association be amended, whereafter
the wording of the Article will be as follows (added text shown in italics and
removed text deleted):
Any holder of a preference share determined for redemption shall be obliged,
three months after being notified of the redemption resolution, to accept
payment for the share in an amount calculated as the total of SEK 500 350 plus
any Withheld Amount in accordance with article 5.2 (including any Recalculation
Amount on such Withheld Amount up to and including the day on which the
redemption amount falls due for payment). All interest calculation shall cease
on the day on which the redemption amount falls due for payment."
The Board also proposes that article 5.5 (Dissolution of the Company) of the
Articles of Association be amended, whereafter the wording of the Article will
be as follows (added text shown in italics and removed text deleted):
In the event of dissolution of the Company, the holders of preference shares
shall be entitled to receive from the Company's net assets SEK 400 300 per share
as well as any Withheld Amount in accordance with Article 5,2 above (including
any Recalculation Amount on such Withheld Amount) prior to any distribution to
the holders of the ordinary shares. The preference shares shall otherwise carry
no entitlement to any share in the distribution of assets."
Authorization for the Board to acquire and transfer the Company's own shares,
item 18
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 ordinary shares of Class A
and Class B and preference shares so that the Group's total shareholding of its
own ordinary shares of Class A and Class B and preference shares corresponds to
at most ten (10) per cent of all registered shares issued by the Company.
Acquisition may take place by trading on the regulated market place NASDAQ
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 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 pursuant to Chapter 2, section 5, of the
Companies Act.
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 of shares, item 19
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 ordinary shares of Class A
and/or Class B 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 2015 Annual General Meeting. The
number of ordinary shares of Class A that may be issued pursuant to the
authorization may, however, amount to at most ten (10) per cent of the share
capital consisting of ordinary shares of Class A issued on the date of the 2015
Annual General Meeting, the number ordinary shares of Class B that may be issued
pursuant to the authorization may, however, amount to at most ten (10) per cent
of the share capital consisting of ordinary shares of Class B issued on the date
of the 2015 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
2015 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 and/or ordinary shares
of Class B 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 rights issues.
Authorization for the Board to make minor adjustments of the decisions, item 20
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
subsidiaries.
Shareholders have a right to ask the Company questions at the Annual General
Meeting on the items of business and proposals to be considered at the Annual
General Meeting.
The decisions of the Annual General Meeting on items 16, 18 and 19 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 decisions of the Annual General Meeting on item 17 will only be valid if the
decisions are supported by two-thirds of the votes given and represented at the
meeting and by the holders of half of all ordinary shares of Class A and nine-
tenths of the ordinary shares of Class A represented at the meeting, and that
the decisions are supported by shareholders owning half of all ordinary shares
of Class B and nine-tenths of the ordinary shares of Class B 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 service 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 service 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 Registration starts and entrance to the premises for the meeting open
4pm Opening of the Annual General Meeting
Light refreshments will be served after the meeting.
Klövern AB (publ)
The Board of Directors
For additional information:
Rutger Arnhult, CEO, +46 (0)70-458 24 70, rutger.arnhult(at)klovern.se
Lars Norrby, IR, +46 (0)76-777 38 00, lars.norrby(at)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 December
31, 2014, the value of the properties totaled SEK 30 billion and the rental
value on an annual basis was SEK 3.0 billion. Klövern is listed on Nasdaq
Stockholm. For further information, see www.klovern.se.
Klövern AB (publ), Box 1024, 611 29 Nyköping. Phone: +46 155-44 33 00. E-
mail: info(at)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 20 March 2015.
Notice of annual general meeting of shareholders of Klövern AB (publ):
http://hugin.info/134084/R/1904983/677791.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Klövern AB (publ) via GlobeNewswire
[HUG#1904983]
Unternehmensinformation / Kurzprofil:
Datum: 20.03.2015 - 07:30 Uhr
Sprache: Deutsch
News-ID 379957
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contact information:
Town:
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Kategorie:
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