Notice of Annual General Meeting of Shareholders of Klövern AB (publ)

2004-03-22

22 March 2004

Notice of Annual General Meeting of Shareholders of Klövern AB (publ)

Shareholders in Klövern AB (publ) are hereby notified of the Annual General Meeting of Shareholders at 4 pm on Wednesday, 21 April 2004, at Restaurangskolan, Nyköping Strand in Nyköping.
Registration
Shareholders wishing to participate in the Annual General Meeting of Shareholders must
– be registered as owner in the print-out of the share register made by VPC AB on Thursday, 8 April 2004,

– and notify their attendance to Klövern at the latest by 4 pm on Wednesday, 14 April 2004.

Notice of attendance at the meeting may be made in the following ways:

– by post to Klövern AB, Box 1024, SE-611 29 Nyköping (Sweden)
– by telephone +46-(0)155 – 44 33 00
– by fax +46-(0)155 – 44 33 22
– or via Klövern’s website www.staging-wwwklovernse.wp4.triggerfish.cloud

When making notification, shareholders must state their name, date of birth/Swedish personal identity no/company registration no., address and 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 Thursday, 8 April 2004. 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.
Agenda
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 managing director
8. Presentation of the annual report and the auditors’ report and the consolidated financial statements and the audit report for the group
9. Decisions concerning
a. the adoption of the income statement and 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 managing director
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 chairman of the Annual General Meeting will provide information on those taking part in elections to the board on their positions in other companies and organisations
13. Election of the board (see below)
14. The board’s proposals on authorisation (see below)
15. Decision on the setting-up of a profit sharing system for employees of the Klövern group (see below)
16. Letter from the Swedish Association of Share Investors (see below)
17. Other business
18. Closure of the meeting
Proposed decisions
Dividend, items 9 b and d
The board recommend to the Annual General Meeting of Shareholders that a dividend of SEK 0.50 per share be paid for 2003.

It is proposed that Monday, 26 April 2004 be record date.

If the Annual General Meeting of Shareholders makes a decision in accordance with the proposal, it is expected that cash dividend will be paid by VPC AB on Thursday, 29 April 2004.

Election of the board of directors, etc. items 10, 11 and 13
The representatives – Mattias Nordin, LRF, Axel von Stockenström, Länsförsäkringar Södermanland, Anders Swensson, Nect Holding, Erik Paulsson, Henrik Strömbom, Catella Kapitalförvaltning samt Nils Magnus Lilja – who have been appointed together with the chairman of the board of Klövern to make proposals for the board, propose that the board shall consist of seven members, which is a decrease by one member. It is proposed that Stefan Dahlbo, Gustaf Hermelin, Lars Holmgren, Anna-Greta Lundh, Erik Paulsson, Bo Pettersson and Johan Piehl be re-elected. Anders Swensson has requested not to be re-elected.

It is proposed that a fee of SEK 700 000 be proposed for the board, which is an increase by SEK 100 000, to be distributed in accordance with the decision of the board. It is proposed that payment be made to the auditors in accordance with the account submitted.

Authorisation, item 14
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 20,000,000 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.

Profit sharing system for employees of the Klövern group, item 15
Decision on approval of the principles for allocation to a profit sharing scheme and distribution to the employees of the Klövern group. The motivation for the introduction of this system is to give the employees an increased incentive to contribute to the increase in earnings of Klövern. The annual allocation per employee shall be at most one price basic amount. It is intended to establish a profit sharing trust, which is freestanding from the company, to manage the funds allocated. Allocated funds are to be invested primarily in Klövern shares in accordance with the statutes of the board. Future allocations to the fund will depend on Klövern’s future earnings.

Letter from the Swedish Association of Share Investors, item 16
The Association of Share Investors has in its capacity of shareholder of Klövern AB (publ) requested that the following matters should be taken up at the Annual General Meeting:

– Decision by the Annual General Meeting to establish a nominations committee appointed by the Annual General Meeting
– Decision by the Annual General Meeting to instruct the board to establish a remuneration committee
– Decision by the Annual General Meeting to instruct the board to establish an audit committee
Other business
The annual report, the auditors’ report and the board’s complete proposals in other matters are available at Klövern’s office in Nyköping from Wednesday, 7 April 2004. Copies of 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
15.00 Entrance to the premises for the meeting opened
16.00 Opening of the Annual General Meeting

Light refreshments will be served after the Annual General Meeting.

Nyköping, March 2004

Klövern AB (publ)

The Board of Directors

Klövern AB (publ), Box 1024, 611 29 Nyköping
Tel (int): +46-(0)155-44 33 00, Fax +46-(0)155-44 33 22
Reg. no. 556482-5833, Registered office of the board: Nyköping, www.staging-wwwklovernse.wp4.triggerfish.cloud