Extraordinary general meeting 14 September 2012
At the extraordinary shareholders’ meeting of Klövern AB (publ) 14 September 2012 the following decisions were made, among others:
Decision of new issue of preference shares
The shareholders’ meeting decided on a new issue of at most 1,044,975 preference shares. The right to subscribe to preference shares shall, disapplying the pre- emption rights of existing shareholders, be granted to Lantbrukarnas Ekonomi- Aktiebolag and Catella Select.
Decision of distribution of profit
The shareholders’ meeting decided on distribution of profit implying that (i) all newly-issued preference shares that have been registered after the Annual General Meeting on 17 April 2012, (ii) or which have been decided upon by this shareholders’ meeting and (iii) all new preference shares issued by the Board pursuant to the authorization by the shareholders’ meeting, shall confer entitlement to dividend from 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 nearest following record day.
Decision of authorization for the Board to decide on a new issue
The shareholders’ meeting decided in accordance with the proportion from the Board 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. The number of common shares that may be issued pursuant to this authorization may, however, amount to at most 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 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 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.