Klövern AB: Notice of annual general meeting of Klövern AB (publ)

2017-03-27

Shareholders of Klövern AB (publ), corporate ID number 556482-5833, are hereby notified of the Annual General Meeting of shareholders at 11 am on 26 April 2017, at Solna Gate, Hemvärnsgatan 9, Solna. Registration starts at 10 am.

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 20 April 2017,

(ii) and notify their attendance to the company at the latest by 20 april 2017, preferably before 12.00 noon, at the address: Klövern AB, c/o MAQS Advokatbyrå, Klövern Årsstämma 2017, Box 7009, 103 86 Stockholm, by telephone to 0155-44 33 00 or via Klövern’s website, staging-wwwklovernse.wp4.triggerfish.cloud.

When making notification, shareholders must state their name, date of birth/Swedish personal ID no./company registration no., address, telephone number 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 registered in their own name in good time before 20 April 2017, to be able to participate in the meeting. Such registration can be temporary. 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.staging-wwwklovernse.wp4.triggerfish.cloud, or can be sent to shareholders who so request.

The Company has a total of 932,437,980 shares, of which 74,787,201 are ordinary Class A shares, 841,206,779 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 160,552,278.9.

The Company does not hold any of its own shares at the time of this notice.

 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 as well as the consolidated financial statements 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 registered public accounting firm.
11. Determination of fees for the Board and auditor.
12. Election of board members and Chairman of the Board.
13. Election of auditors and deputy auditors or registered public accounting firm.
14. Decision on guidelines for remuneration of senior executives.
15. Decision relating to the composition 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 of shares.
18. Decision on adjusted principles for transfers to Klövern’s profit sharing foundation
19. Decision on Incentive Scheme 2017.
20. Decision on authorization for the Board to undertake minor adjustments of the decisions.
21. Closure of the meeting.

Proposed decisions

Chairman of the meeting, item 2

The Nominations Committee proposes that Pia Gideon be appointed to chair the meeting.

Dividend, item 9 b and d

The Board proposes a dividend of SEK 0.40 per ordinary share of Class A and Class B and SEK 20.00 per preference share for the 2016 financial year. The dividend amount per ordinary share of Class A and Class B totalling SEK 0.40 shall be distributed in four payments, each of SEK 0.10 and the dividend amount per preference share totalling SEK 20.00 shall be distributed in four payments, each of SEK 5.00.

If the general meeting decides in accordance with the proposal, it is proposed that the record dates for the ordinary shares and the preference shares be:

(i) 30 June 2017 with the expected payment date being 5 July 2017,

(ii) 29 September 2017 with the expected payment date being 4 October 2017,

(iii) 29 December 2017 with the expected payment date being 4 January 2018, and

(iv) 29 March 2018 with the expected payment date being 5 April 2018.

The Board further proposes that the remaining profit, of which a portion may be used for dividend for additional preference shares and ordinary shares as below, be carried forward.

The Board proposes that the Annual General Meeting decides that all new ordinary shares and preference shares that may be issued pursuant to the meeting’s authorization in accordance with item 17 below, confer entitlement to dividend from the date that they have been registered in the share register kept by Euroclear Sweden AB. This entails a first dividend of SEK 5.00 per preference share and a first dividend of SEK 0.10 per ordinary share with the first record date as above after registration in the share register.

Determination of the number of board members and auditors, determination of fees and election of the Board of Directors and auditors, item 10 – 13

The Nominations Committee, consisting of Mia Arnhult, chairman of the Nominations Committee (Rutger Arnhult via companies), Patrik Essehorn (Corem Property Group AB), Rikard Svensson (Arvid Svensson Invest AB), Lars Höckenström (Gårdarike) and Pia Gideon (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 one (1) registered public accounting firm as auditor.

The Nominations Committee proposes that the Annual General Meeting decides a total fee of SEK 940,000 to be paid to the Board. The proposal means an increase of in total SEK 140,000 compared to the decided fee for 2016. The fee is to be distributed in accordance with the following, where the decided fee for 2016 is shown in parentheses.

– Chairman of the Board: SEK 400,000 (SEK 350,000)

– Member of the board: SEK 180 000 (SEK 150 000)

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

(v) Pia Gideon.

The Nominations Committee proposes that Pia Gideon be re-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, they will appoint Fredrik Hävrén as auditor-in-charge.

Guidelines for remuneration of senior executives, item 14

Senior executives of the company refers to the chief executive officer and other members of the executive management. The Remuneration Committee draws up proposals for the establishment of guidelines for remuneration and other terms of employment for senior executives, which are proposed to the Board.

The Board’s proposed guidelines for remuneration and other terms of employment for senior executives 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 variable salary can be at most three (3) months basic salary per year. Variable salary is paid in the form of salary not conferring pension rights. Senior executives, excluding the chief executive officer, are also to be offered to take part in long-term incentive schemes if such are established for the company.

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 six to twelve (6-12) months if given by the Company and six (6) months if given by the executive manager. Final pay due to notice shall normally be deductible from other income from new appointments or assignments. 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 a 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.staging-wwwklovernse.wp4.triggerfish.cloud, 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 divests 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 fee for the Company’s auditors, and

(viii) A proposal on the composition of the Nominations Committee.

Authorization for the Board to acquire and transfer the Company’s own shares, item 16

The Board proposes that the Annual General Meeting decides 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. Acquisitions 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 on Nasdaq Stockholm or in other ways to a third party in connection with property acquisitions or company acquisitions. 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 transfer of shares may take place on one or more occasions during the period until the next Annual General Meeting, at a price per share that is within the price range registered at each occasion.

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. In addition, the authorization is intended to enable the Board to transfer shares in connection with financing of acquisitions of properties or companies through payment in the form of the company’s own shares. The intention of the authorization does not allow the company to trade in its own shares with the intention of generating short-term profits.

The Company does not hold any of its own shares at the time of this notice.

Authorization for the Board to decide on new issues of shares, item 17

The Board proposes that the Annual General Meeting decides to authorize the Board, on one or more occasions, during the period until the next Annual General Meeting to decide on new issues 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 2017 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 2017 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 2017 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 2017 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.

Adjusted principles for transfers to Klövern’s profit sharing foundation, item 18

The Board proposes that the annual general meeting decides to adjust the principles for transfers to Klövern’s profit sharing foundation.

Transfer to Klövern’s profit sharing foundation shall only be made for years when the return on the Klövern group’s average equity exceeds 10 per cent. On the transfer to the profit sharing foundation Klövern pays payroll tax.

Transfer to Klövern’s profit sharing foundation amounts to 5 per cent of the part of operating surplus and net financial items that exceeds the required rate of return mentioned above, while taking into account the following limitations.

  1. The annual transfer to the profit sharing foundation can at most amount to one price base amount per employee.
  2. The annual transfer to the profit sharing foundation shall not exceed 4.0 per cent of the proposed dividend on the ordinary shares.

Incentive Scheme 2017, item 19

The Board proposes that the annual general meeting decides to implement a cash based settlement incentive programme to senior executives (excluding the chief executive officer) and key personnel in the Company, related to the share price development of Klövern’s Class B ordinary shares. The implementation of the programme is proposed to be executed by the issue of synthetic options (“Incentive Scheme 2017”).

The Board considers that a programme, which over time, links senior executives (excluding the chief executive officer) and other key personnel, to the long term progress of the Company’s growth, is positive for the Company. Incentive Scheme 2017 is expected to enhance the participants’ level of commitment and increase their motivation, but also create a stronger bond between the participants and Klövern. Furthermore, Incentive Scheme 2017 is expected to interconnect the long-term interests of participants and the shareholders of Klövern. Incentive Scheme 2017 is intended to include a maximum of 30 current and future senior executives and key personnel of Klövern. The board of directors of Klövern is of the opinion that Incentive Scheme 2017 will be beneficial for the shareholders of Klövern and that it will contribute to enhanced possibilities of recruiting and retaining a competent and skilled workforce.

In order to execute Incentive Scheme 2017, the Board proposes that the annual general meeting decides on the main terms and conditions, in order to be able to issue synthetic options to senior executives (excluding the chief executive officer) and key personnel related to the share price development of Klövern’s Class B ordinary shares during a period of three (3) years.

The proposal means that Incentive Scheme participants are offered the possibility to acquire synthetic options at market value. As the acquisitions are made at market value, there will be no initial cost for Klövern and future costs are dependent on the share price development of Klövern’s Class B ordinary shares. The value per synthetic option may amount to ten times the acquisition price of the option at the most.

The total value of the synthetic options at the end of Incentive Scheme 2017, adjusted for the participants’ acquisition price as well as the strike price, will be Klövern’s cost of Incentive Scheme 2017.

The proposal has been drafted in collaboration with external advisors and has been the subject of discussions at the remuneration committee and the board of directors. The proposal has been adopted by the board of directors on 23 March 2017.

The offer of acquisition and contractual agreement with respect to synthetic options shall be decided by the annual general meeting according to the following conditions:

  1. Senior executives (excluding the chief executive officer) and other key personnel shall be offered to purchase synthetic options of a value equivalent to a minimum of one (1) monthly salary and a maximum of three (3) monthly salaries based on the current level of salary at the start of the programme. In total the programme will be offered to a maximum of 30 people. Members of the board in Klövern are not included in the offer.
  2. In total, a maximum of 35,000,000 synthetic options shall be issued in Incentive Scheme 2017.
  3. Participants of Incentive Scheme 2017 shall on 15 May 2017 at the latest, or such later date determined by the Board, notify how many synthetic options she or he would like to acquire.
  4. Acquisitions of synthetic options by employees shall be effected by the entering of an agreement between Klövern and the employee with the main following conditions:
    1. A synthetic option shall grant the option holder the right to receive a monetary amount, calculated on the basis of the share price development of Klövern’s Class B ordinary shares, however, such an amount may amount to a maximum of ten times the acquisition cost of the option,
    2. The price paid for the option shall be equivalent to the market value of the option at the time of the acquisition of the option based on Black & Scholes,
    3. The strike price shall be 110% of the share price for Klövern’s Class B ordinary shares at the time of the start of Incentive Scheme 2017,
    4. The duration of the option shall be three (3) years,
    5. The redemption period of the option is 15 May – 15 June 2020,
    6. The option shall be freely transferable, but subject to post-transfer acquisition right for Klövern to acquire the option,
    7. The participants are encouraged to reinvest the received amount in the shares of the company, as a suggestion Klövern’s Class B ordinary shares.
  5. The Board shall be responsible for the detailed design and administration of Incentive Scheme 2017 within the given framework of the above stated main conditions and guidelines. The allocation of Incentive Scheme 2017 shall be decided by the remuneration committee.
  6. The Company’s maximum cost of Incentive Scheme 2017 is estimated at around SEK 66 million. The basis for the estimate is a share price of SEK 8.79 for Klövern’s Class B ordinary shares, calculated as a ten-day average price between 7 March 2017 and 21 March 2017 and on the presumption of full allotment and maximum outcome. Other costs related to Incentive Scheme 2017 are reimbursements to external advisors and to the administration of the programme.
  7. Due to the nature of the options in Incentive Scheme 2017 being synthetic, no dilution of the share ownership will occur.

The decision according to above by the annual general meeting shall be adopted with due consideration to the majority rules set out in chapter 7 section 40 of the Swedish Companies Act, meaning that the decision shall be supported by shareholders representing more than half of the votes at the annual general meeting.

Authorization for the Board to make minor adjustments of the decisions, item 20

The Board proposes that the Annual General Meeting authorizes 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.

Other

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 such 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 16-17 will only be valid if the decisions are supported by shareholders representing at least two-thirds of the votes given and shares 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.staging-wwwklovernse.wp4.triggerfish.cloud. 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.

Klövern AB (publ)
The Board

For additional information:
Rutger Arnhult, CEO, +46 70-458 24 70, rutger.arnhult@staging-wwwklovernse.wp4.triggerfish.cloud
Lars Norrby, IR, +46 76-777 38 00, lars.norrby@staging-wwwklovernse.wp4.triggerfish.cloud

Klövern is a real estate company committed to working closely with customers to offer them efficient premises in Swedish growth regions. Klövern is listed on Nasdaq Stockholm. For further information, see www.staging-wwwklovernse.wp4.triggerfish.cloud.

Klövern AB (publ), Bredgränd 4, 111 30 Stockholm. Phone: +46 8-400 500 50. E-mail: info@staging-wwwklovernse.wp4.triggerfish.cloud.