At the Annual General Meeting of Shareholders at 17 April 2012 the following decisions were made, among others:
For the financial year 2011 the Board’s proposition for profit distribution, meaning a dividend of SEK 1.25 per common share and SEK 10.00 per preference share, were decided. The dividend amount per preference share shall be distributed in four payments, each of SEK 2.50. Record date for dividend for the common share was decided to 20 April 2012. Record dates for the preference share was decided to 29 June 2012, 28 September 2012, 28 December 2012 and 28 March 2013.
Board and auditor
The Annual General Meeting decided on re-election of the board members Fredrik Svensson, Rutger Arnhult, Ann-Cathrin Bengtson, Eva Landén and Anna-Greta Lundh. Gustaf Hermelin and Erik Paulsson had declined re-election. Fredrik Svensson was re-elected as Chairman of the Board. The Annual General Meeting decided upon unchanged fees paid to the Board, with the exception that the Board has been reduced by two members, and that the fees paid to the Board thereby shall total SEK
700,000, of which SEK 280,000 is to be paid to the Chairman of the Board and SEK 140,000 each to the other members. No director’s fee is to be paid to the CEO of Klövern. The Annual General Meeting re-appointed the registered public accounting firm Ernst & Young AB as the company’s auditors for the period until the end of the next Annual General Meeting. Payment shall be in accordance with approved invoices.
Remuneration of the executive management
The Annual General Meeting decided in accordance with the Board’s proposed guidelines for remuneration of the executive management:
Remuneration is to be at a market level and competitive and to take into account the areas of responsibility and experience. The basic salary is to be subject to annual review. Variable salary shall be linked to predetermined and measurable criteria, designed with the intention of promoting the longterm creation of value in the Company. For the CEO no variable salary is payable and for other members of the executive management at most three months basic salary per year. The Board have
the right to depart from these principles if there is reason for so doing in individual cases.
The Annual General Meeting decided that the principles for the composition of the Nominations Committee are unchanged. The principles are available on Klövern’s website, klovern.se.
Acquisition and transfer the Company’s own shares
The Annual General Meeting decided to authorize the Board, at the longest until the next Annual General Meeting, to decide upon acquisition and transfer of Klövern’s own shares. The object is to be able 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.
The Annual General Meeting decided to authorize the Board, on one or more occasions, during the period until the end of the next Annual General Meeting, to decide on a new issue of common and/or preference shares with or without departure from the shareholders’ preferential rights. The number of shares issued shall correspond to an increase in the share capital of at most 10 per cent based on the total share capital of the Company at the time of the 2012 Annual General Meeting.