Notice of the extraordinary shareholders’ meeting of Klövern AB (publ)

2012-08-22

Shareholders of Klövern AB (publ) are hereby notified of the extraordinary shareholders’ meeting at 10 am on Friday, 14 September 2012 at the premises of MAQS Law Firms at Norrmalmstorg 1 in Stockholm. Registration starts at 9 am.

Notification of attendance
Shareholders wishing to participate in the extraordinary shareholders’ meeting shall:

  1. be registered as owner in the print-out of the share register made by Euroclear Sweden AB on Friday, 7 September 2012,
  2. notify their attendance to the Company in writing at the latest by 12 noon on Monday, 10 September 2012 at the address: Klövern AB, Box 1024, 611 29 Nyköping Sweden, by telephone to +46 155-44 33 05 or by e-mail to info@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, 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 Friday, 7 September 2012, to be able to participate in the meeting. Request 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 must not have been issued earlier than one year before the date of the meeting, unless a longer period of validity is stated 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 179,230,723 shares, of which 166,544,360 are common shares with one vote per share and 12,686,363 are preference shares with one-tenth of a vote per share. The number of votes totals 167,812,996.3.

9,067,027 common shares and 143,536 preference shares have been repurchased by Klövern and cannot be represented at the shareholders’ 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. Decision on a new issue of preference shares to the Federation of Swedish Farmers (LRF)
  8. Decision on a new issue of preference shares to Catella
  9. Decision on distribution of profit
  10. Decision on authorization for the board to decide on a new issue
  11. Decision on authorization for the board to undertake minor adjustments of the decisions
  12. Any other business
  13. Closure of the meeting

Proposed decisions
New issue of preference shares to LRF, item 7
The Board proposes that the shareholders’ meeting decide on a new issue as below.

The share capital is to be increased by at most SEK 4,562,500 by issuing at most 912,500 new preference shares. The subscription price shall be SEK 140 per preference share.

The right to subscribe to preference shares shall, disapplying the pre-emption rights of existing shareholders, be granted to Lantbrukarnas Ekonomi-Aktiebolag (“LRF“).

The reason for disapplying the pre-emption rights of existing shareholders is because Klövern on 8 August 2012 acquired 3,500,000 shares in Diös Fastigheter AB (publ) (“Diös) from LRF by agreement. The basis for the subscription price is the parties’ agreement, based on the average share price for Klövern’s preference shared during an interval of time closely associated with the time of the agreement.

As compensation for the shares in Diös, Klövern has issued a promissory note of SEK 127,750,000. Klövern has undertaken to issue 912,500 new preference shares to LRF. LRF has undertaken to subscribe to the preference shares. Payment for the new preference shares is to be made by being set off against the aforesaid promissory note.

The issue decision does not require any amendment to the articles of association. Share subscription shall take place on a separate subscription list at the latest by 14 September 2012. The newly-issued preference shares shall be subject to the proviso on the right of redemption in the articles of association.

The new preference shares shall confer entitlement to dividend from and including the day on which they have been registered in the share register kept by Euroclear Sweden AB, entailing a first dividend of SEK 2.50 per preference with the record day being Friday, 28 September in accordance with item 9 below.

New issue of preference shares to Catella, item 8
The Board proposes that the general meeting of shareholders decide on a new issue as below.

The share capital is to be increased by at most SEK 662,375 by the issue of at most 132.475 new preference shares. The subscription price shall be SEK 142.50 per preference share after rounding off.

The right to subscribe to preference shares shall be granted to Catella Fondförvaltning AB on behalf of the fund Catella Select (“Catella“).

On 15 August 2012, Klövern has by agreement acquired 555,226 shares in Diös from Catella. The basis for the subscription price is the parties’ agreement, based on the average share price for Klövern’s preference shared during an interval of time closely associated with the time of the agreement.

As compensation for the shares in Diös, Klövern has undertaken to issue 132,475 new preference shares to Catella. Catella has undertaken to subscribe to the preference shares. Payment for the new preference shares is to be made by the shares in Diös being transferred to Klövern.

The issue decision does not require any amendment to the articles of association. Share subscription shall take place on a separate subscription list at the latest by 14 September 2012. The newly-issued preference shares shall be subject to the proviso on the right of redemption in the articles of association.

The new preference shares shall confer entitlement to dividend from and including the day on which they have been registered in the share register kept by Euroclear Sweden AB, entailing a first dividend of SEK 2.50 per preference share with the record day being Friday, 28 September 2012 in accordance with item 9 below.

Decision on distribution of profit, item 9
On 19 April 2012, 585 new preference shares were registered, which were issued pursuant to the extraordinary shareholders’ meeting decision of 12 January 2012. The Board has, pursuant to the authorization by the Annual General Meeting of Shareholders, issued 463,000 new preference shares on 29 June 2012 and 448,000 new preference shares on 9 July 2012.

The Board has, in accordance with items 7 and 8 above, proposed that the shareholders’ meeting decide to issue an additional 1,044,975 preference shares in total.

The Board proposes that all newly-issued preference shares that have been registered after the Annual General Meeting on 17 April 2012 or which have been decided upon by the shareholders’ meeting shall confer entitlement to dividend from and including the day on which they have been registered in the share register kept by Euroclear Sweden AB, entailing a first dividend of SEK 2.50 with the immediately following record day being as below.

It is proposed that the following dates be record days for the preference shares:

(i)     Friday, 29 June 2012 with the record day Wednesday, 4 July 2012 for a total of 463,585 preference shares with a total dividend amount of SEK 1,158,962.50.

(ii)    Friday, 28 September 2012 with the estimated record day being Wednesday, 3 October 2012 for a total of 1,956,560 preference shares with a total dividend amount of SEK 4,891,400.

(iii)   Friday, 28 December 2012 with the estimated record day being Friday, 4 January 2013 for a total of 1,956,560 preference shares with a total dividend amount of SEK 4,891,400, and

(iv)  Thursday, 28 March 2013 with the estimated record day being Thursday, 4 April 2013 for a total of 1,956,560 preference shares with a total dividend amount of SEK 4,891,400.

The Board further proposes that the extraordinary shareholders’ meeting decide that all new preference shares – at most 4,805,968 preference shares – issued by the Board pursuant to the authorization by the shareholders’ meeting in accordance with item 10 below shall confer entitlement to dividend from and including the day the shares have been registered in the share register by Euroclear Sweden AB, entailing a first dividend of SEK 2.50 per preference share with the immediately following record day being as above.

Authorization for the Board to decide on a new issue, item 10
The Board proposes that the shareholders’ meeting decide to authorize the Board on one or more occasions during the period until the next Annual General Meeting of shareholders to decide on new issue of common and/or preference shares applying or disapplying the pre-emption rights of existing shareholders.

The number of shares issued pursuant to this authorization shall correspond to an increase of the share capital of at most ten (10) per cent based on the total share capital of the Company at the time of this extraordinary shareholders’ meeting, including the preference shares decided upon according to items 7 and 8 above. The number of common shares that may be issued pursuant to this authorization may, however, amount to at most ten (10) per cent of the share capital consisting of common shares issued at the time of or decided upon at the time of this extraordinary shareholders’ meeting, and the number of preference shares which may be issued pursuant to the authorization may amount to at most thirty-five (35) per cent of the share capital consisting of preference shares issued at the time of or decided upon at this extraordinary shareholders’ meeting.

Shares may be subscribed to in cash, by payment in kind, through a set off or on conditions following on 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 shares in legal entities that own properties or with a view of capitalizing the company prior to such acquisitions. A new issue decided upon pursuant to the authorization disapplying the pre-emption right of existing shareholders shall take place at the market subscription price. In the event of new issues of preference shares to be subscribed in cash an issue discount on market terms may be given. In the event of issues conferring pre-emption rights, an issue discount shall be granted on market terms.

Authorization for the Board to undertake minor adjustments of the decisions, item 11
The Board proposes that the shareholders’ meeting authorize the Board to undertake such minor adjustments of the decisions made at the shareholders’ meeting as may be necessary for registration of the decisions.

Any other business
Shareholders have the right to request the Company for information about the items and proposals on the agenda of the shareholders’ meeting.

The decisions of the shareholders’ meeting on items 7, 8 and 10 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 complete proposals of the Board, together with appurtenant documents, will be available at the Company at Nyckelvägen 14 in Nyköping and on the Company’s website, staging-wwwklovernse.wp4.triggerfish.cloud, at the latest three weeks prior to the shareholders’ meeting. The documents will be sent to those shareholders, who make a request to that effect and provide their postal address, and will also be available at the shareholders’ meeting. The documents will be presented at the shareholders’ meeting.

Nyköping, 22 August 2012

Klövern AB (publ)

The Board of Directors

For further information, please contact:
Rutger Arnhult, CEO, +46 72-301 53 31, rutger.arnhult@staging-wwwklovernse.wp4.triggerfish.cloud
Britt-Marie Einar, Finance and IR Manager, Deputy CEO, +46 155-44 33 12/+46 70-224 29 35,
britt-marie.einar@staging-wwwklovernse.wp4.triggerfish.cloud

Klövern is a real estate company committed to working closely with customers to meet their needs of premises and services in Swedish growth regions. As at 30 June 2012, the value of the properties totalled approximately SEK 21.5 billion and the rental income on an annual basis was around SEK 2.3 billion. The Klövern share is listed on Nasdaq OMX Stockholm Mid Cap.

Klövern AB (publ), Box 1024, SE-611 29 Nyköping, Sweden. Tel +46 155-44 33 00, Fax +46 155-44 33 22. Corporate registration no. 556482-5833. Registered office: Nyköping. Website: www.staging-wwwklovernse.wp4.triggerfish.cloud info@staging-wwwklovernse.wp4.triggerfish.cloud

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 22 August 2012.