Shareholders wishing to participate in the Annual General Meeting of Shareholders must
Notice of attendance at the meeting may be made in the following ways:
When making notification, shareholders must state their name, date of birth/Swedish personal ID no./company registration no., address, telephone number and shareholding.
Shareholders whose shares are nominee registered, must request that their shares be temporarily registered in their own name at VPC AB at the latest by Friday, 1 April 2005. In order for this to be possible, requests for such registration must have been made to the administrator in good time before this date.
In cases where representatives participate in the meeting, authorisation documents should be sent to the company at the time of notification of attendance. Shareholder representatives shall present a written dated power of attorney, which must not be more than one year old on the date of the meeting. If the provider of the power of attorney is a legal entity, a certified registration certificate or other document showing the authorisation of the signatory is to be presented.
1. Opening of the meeting
2. Appointment of a chairperson 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 auditors report and the consolidated financial statements and the auditors report for the group
9. Decisions concerning
a. the adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
b. appropriations concerning the company’s profit in accordance with the adopted balance sheet (see below)
c. discharge from liability for the board members and the CEO
d. the record date in the event of the Annual General Meeting deciding on a dividend (see below)
10. Determination of the number of board members (see below)
11. Determination of the fees for the board and auditors (see below)
12. The chairperson of the Annual General Meeting will provide information on those taking part in elections to the board on their positions in other companies or organisations
13. Election of the board (see below)
14. Adoption of principles for the appointment of an election committee (see below)
15. The board’s proposals on authorisation (see below)
16. Other business
17. Closure of the meeting
Dividend, item 9 b and d
The board recommends to the Annual General Meeting of Shareholders that a dividend of SEK 0.75 per share be paid for 2004. It is proposed that Monday, 18 April 2005 be record date. If the Annual General Meeting makes a decision in accordance with the proposal, it is expected that cash dividend will be paid by VPC AB on Thursday, 21 April 2005.
Election of the Board of Directors, items 10, 11 and 13
The Nomination Committee, i.e. the representatives of the company’s shareholders who have been appointed to make proposals for the board: Henrik Strömbom, Arvid Svensson Invest, Mattias Nordin, LRF, Björn Lind, SEB Fonder, Stefan Widenfelt, Catella Fonder, Mikael Nachemson/Mats Qviberg, Investment AB Öresund, Klas Andersson representing other shareholders, and Stefan Dahlbo, chairman of the board of Klövern, propose that the board shall consist of eight members, which is an increase of one member. It is proposed that Stefan Dahlbo, Gustaf Hermelin, Lars Holmgren, Anna-Greta Lundh and Johan Piehl be re-elected. It is proposed that Lars Rosvall, Fredrik Svensson and Per Uhlén be elected. The Nominations Committee proposes that Stefan Dahlbo be elected as Chairman.
It is proposed that a fee of SEK 1,000,000 be paid to the board, of which SEK 250,000 to be paid to the chairman of the board and SEK 125,000 each to the other members. No fee is to be paid to the President & CEO of Klövern. It is proposed that payment be made to the auditors in accordance with the account submitted.
Adoption of principles for appointment of an election committee, item 14
The Nomination Committee proposes that the following principles shall apply for appointment of the election committee. The election committee is to be appointed annually, and is to consist of the chairman of the board, and a representative of each owner whose shareholding in the company on 31 August exceeds five per cent of the shares and votes in the company, and a representative of the other shareholders. The name of the persons who are to take part in the election committee is to be published at the latest by 15 September on Klövern’s website. If a member leaves the election committee before their work is finished, this person is to be replaced by another representative of the owner whose representative has left the election committee if this owner still owns more than five per cent of the shares and votes in the company, otherwise any new owner who owns more than five per cent of the shares and votes in the company shall be offered a seat in the election committee. If the application of the above principles has the effect in any case that the number of members of the election committee is less than three, a representative of the Swedish Shareholders Association shall also be offered a seat in the election committee.
Authorisation, item 15
The board proposes that the Annual General Meeting of Shareholders authorises the board, until the next Annual General Meeting, on one or more occasions, with or without a deviation from the right of priority of the shareholders, to decide on a new issue of at most 10,000,000 shares, each share to be at a nominal value of SEK 5, for acquisition of companies or properties. It is proposed that payment for the new shares be made by payment in kind, a set-off or cash payment.
The annual report and the auditors’ report and the board’s complete proposals in other matters are available at Klövern’s office in Nyköping from Wednesday, 30 March 2005. Copies of the documents will be sent to the shareholders who make a request to that effect and provide their postal address.
Programme at the Annual General Meeting
3 pm Entrance to the premises for the meeting opened
4 pm Opening of the Annual General Meeting
Light refreshments will be served after the Annual General Meeting.
Nyköping, March 2005
Klövern AB (publ)
The Board of Directors