Shareholders in Klövern AB (publ) are hereby notified of the Extraordinary Shareholders’ Meeting at 3 pm on Tuesday, 27 January 2004, at Salénhuset, Norrlandsgatan 15 in Stockholm.
Notification of attendance
Shareholders wishing to participate in the Extraordinary Shareholders’ Meeting, must
- be registered as owner in the print-out of the share register made by VPC AB on Friday, 16 January 2004,
- and notify their attendance to Klövern at the latest by 4 pm on Tuesday, 20 January 2004.
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 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 Friday, 16 January 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.
- Opening of the meeting
- Appointment of a chairperson at the meeting
- Preparation and approval of the voting list
- Appointment of one or two persons to check the minutes
- Consideration of whether the meeting has been duly called
- Approval of the agenda
- Amendment to the articles of association (see below)
- Directed new issue of shares (see below)
- Authorisation (see below)
- Conclusion of the meeting
Amendment to the articles of association, item 7
§ 4 Share capital. The board proposes that the limits for the company’s share capital be changed to at least three hundred million Swedish kronor (SEK 300,000,000) and at most one billion, two hundred million Swedish kronor (SEK 1,200,000,000). The present wording is that the share capital shall be at least one hundred million Swedish kronor (SEK 100,000,000) and at most four hundred million Swedish kronor (SEK 400,000,000).
§ 5 Share amount. The board proposes a change entailing that only one (1) class of the company’s shares may be issued in future, with one (1) vote per share. The present wording entails that the company’s shares consist of two classes, class A with one (1) vote, and class B with a tenth (1/10) of a vote, that a class B share can be converted into a class A share in accordance with the procedure stated in the articles of association, and that automatic conversion is to take place on 2 January 2004, of all outstanding shares on the aforesaid date to the equivalent number of B shares. After registration of the automatic conversion by the Patent and Registration Office, which is expected to have taken place by the time of the extraordinary shareholders meeting in accordance with this notice, the company will only have one class of shares issued. The amendment now proposed entails that the division of the company’s shares into two classes with opportunities for conversion be deleted.
Directed new issue of shares, item 8
The board proposes that the Extraordinary Shareholders’ Meeting make a decision to increase the company’s share capital by at most SEK 65,000,000, by the issue of at most 13,000,000 new shares, each share of a nominal SEK 5. The right to subscribe to new shares is conferred, deviating from the priority right of shareholders, only on Wihlborgs Fastigheter AB (publ). Payment for the new shares is to be made in kind or by set-off. The decision is conditional on the shareholders’ meeting previously adopting the decision on an amendment of the articles of association as above.
Authorisation, item 9
The board proposes that the Extraordinary Shareholders’ Meeting authorise the board, until the next annual general meeting of shareholders, on one or more occasions, with or without a deviation from the right of priority of shareholders, to decide on a new issue of a total of at most 20,000,000 shares, each at a nominal value of SEK 5, for acquisition of companies or properties. It is recommended that payment for the new shares be made in kind, set-off or in cash. The decision is conditional on the shareholders’ meeting previously adopting the decision on an amendment of the articles of association as above.
Documents pursuant to Chapter 4, sections 4 and 6, of the Swedish Companies Act are available for inspection by the shareholders at the company at the address above, for at least a week prior to the shareholders’ meeting, together with the board’s complete proposal in accordance with items 7-9 above.
Programme at the Extraordinary Shareholders’ Meeting
2.30 pm Entrance to the premises for the shareholders’ meeting opens
3 pm Opening of the Extraordinary Shareholders’ Meeting
Nyköping, December 2003
Klövern AB (publ)
The Board of Directors
For further information, please contact:
Klövern is a listed property company operating in the Swedish real estate market by acquiring, developing and selling properties with the focus on a high return on equity. After the acquisitions carried out as per 1 October 2003, the book value of the properties is approximately SEK 2.9 billion and the rental income on an annual basis is approximately SEK 385 million.
Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden