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AGM 2013

At the Annual General Meeting of Shareholders at 23 April 2014 the following decisions were made, among others:

Profit distribution

For the financial year 2013 the Board’s proposition for profit distribution, meaning a dividend of SEK 1.50 (1.50) per common share and SEK 10.00 (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 28 April 2014.
Record dates for the preference share was decided to 30 June 2014, 30 September 2014, 30 December 2014 and 31 March 2015.

Board and auditor

The Annual General Meeting decided on re-election of the board members Fredrik Svensson, Rutger Arnhult, Ann-Cathrin Bengtson, Pia Gideon and Eva Landén. Fredrik Svensson was re-elected as Chairman of the Board.

The Annual General Meeting decided upon unchanged fees paid to the Board 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. A board member, who is at the same time employed by the Company, shall not receive any directors fee. No further payment is made to board members who serve on committees of the Board.

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, with Fredrik Hävrén as auditor in charge. 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 long-term 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.

Nominations committee

The Nominations Committee shall consist of five members, of which one member shall be the Chairman of the Board. The Chairman of the Board shall contact the four largest shareholders by voting power of the Company as at the last day of share trading in September the year preceding the Annual General Meeting. In the event of the requested shareholder not wishing to appoint a member of the Nominations Committee, the next largest shareholder, who has not previously been asked to appoint a representative to the Nominations Committee, shall be asked.

The Nominations Committee shall perform the tasks ensuing from the Swedish Code of Corporate Governance.

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 Company does not own any of its own shares.

New issue

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 2014 Annual General Meeting. The number of common shares that may be issued pursuant to the authorization may, however, amount to at most 10 per cent of the share capital consisting of common shares issued on the date of the 2014 Annual General Meeting and the number of preference shares which may be issued pursuant to the authorization may amount to at most 10 per cent of the share capital consisting of preference shares issued at the time of the 2014 Annual General Meeting.