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Extraordinary general meeting 22 October 2014

The following resolutions, among others, were adopted at the extraordinary general meeting of Klövern AB (publ) held on 22 October 2014.

Authorisation for the board of directors to resolve on a new issue of preference shares

It was resolved at the meeting as follows below to authorise the board of directors, for a period not to extend beyond the next annual general meeting, on one or more occasions, within the scope of the articles of association, to resolve on an issue of new preference shares for cash with deviation from the shareholders’ preferential rights.

The total number of shares issued pursuant to the authorization may not exceed 12,500,000 preference shares prior to the proposed consolidation. A market-based discount may be applied in conjunction with any new share issue pursuant to the authorisation.

Amendment of the articles of association regarding new class of shares and conversion provision

In order to render possible growth with limited dilution of voting rights for current shareholders, it was resolved to introduce a new class of shares, Class B ordinary shares, in the articles of association. The current class of shares designated ordinary shares will, in the future, be designated Class A ordinary shares, i.e. all ordinary shares now outstanding shall be Class A ordinary shares. Class B ordinary shares will have the same economic rights as existing Class A ordinary shares, but only 1/10 vote per share. Class A ordinary shares have one (1) vote per share.

In light of the proposed bonus issue of Class B ordinary shares (see below), it was resolved that a conversion provision be inserted as article 5.6 of Klövern’s articles of association, with the following wording:

Class A ordinary shares shall, upon the request of a holder of such shares, be converted to Class B ordinary shares. Any request for conversion, which must be made in writing and state the number of Class A ordinary shares which are to be converted to Class B ordinary shares and, where the request does not pertain to the entire holding of shares, the Class A ordinary shares to which the conversion pertains, shall be made with the board of directors. Such a request must be received by the board of directors during the months of January or July. The board of directors shall immediately provide notice of the conversion to the Swedish Companies Registration Office for registration in the Companies Register. The conversion shall be executed when registration takes place and is noted in the VPC register.

The shareholders’ meeting also adopted resolutions in accordance with the board of directors’ other proposals under item 8 in the notice to attend the extraordinary general meeting.

Bonus issue of Class B ordinary shares

It was resolved to increase the share capital through a bonus issue in accordance with the following main provisions.

The company’s share capital will be increased by SEK 1,665,443,600 through the issuance of 1,665,443,600 new Class B ordinary shares. One (1) Class A ordinary share will entitle the holder to ten (10) new Class B ordinary shares. According to the articles of association, holdings of preference shares will not entitle the holder to new Class B ordinary shares. The amount by which the share capital is increased will be provided from unrestricted shareholders’ equity in the amount of SEK 747,729,440 and from statutory reserves in the amount of SEK 917,714,160. The record date for the bonus issue shall be 5 December 2014. New Class B ordinary shares will entitle the holders to participate in dividends for the first time on the record date for dividends which occurs immediately after the bonus issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

The shareholders’ meeting also adopted resolutions in accordance with the board of directors’ other proposals under item 9 in the notice to attend the extraordinary general meeting.

Amendment of the articles of association regarding the number of shares, etc. and resolution regarding a 1:2 consolidation of shares (reverse share split)

It was resolved pursuant to the Board of directors’ proposal to carry out a 1:2 consolidation of shares (reverse share split). The above-stated entails that two Class A ordinary shares will be consolidated into one Class A ordinary share, that two Class B ordinary shares will be consolidated into one Class B ordinary share, and that two preference shares will be consolidated into one preference share.

The board of directors was authorized by the shareholders to set the record date for the consolidation.

It was also resolved that, due to the consolidation, the articles of association would be amended with respect to the number of shares issued by the company to be not less than 800,000,000 and not more than 3,200,000,000. With respect to preference shares, amendments were made in the articles of association due to the consolidation to render them consistent. The above-stated entails that the total dividend per preference share will be SEK 20 per year and that, with respect to redemption rights and the rights of holders of preference shares to participate in distributions of the company’s assets upon dissolution of the company, the amounts set forth in these provisions will be adjusted in relation to the proposed consolidation.

Authorisation for the board of directors to resolve on new issues of shares

It was resolved to authorise the board of directors, within the scope of the articles of association, on one or more occasions until the next annual general meeting, to resolve on issues of new Class A ordinary shares, and/or Class B ordinary shares and/or preference shares, either applying or disapplying the shareholders’ preferential rights.

The number of shares which may be issued pursuant to the authorisation may correspond to an increase in the share capital of not more than ten (10) percent based on the company’s total share capital after registration of the resolutions adopted at the extraordinary general meeting calculated as if the board of directors’ authorisation under item 7 at the extraordinary general meeting was exercised in its entirety. The total number of Class A ordinary shares which may be issued pursuant to the authorisation may, however, not exceed ten (10) percent of the share capital consisting of Class A ordinary shares after registration of the resolutions adopted at this extraordinary general meeting, the total number of Class B ordinary shares which may be issued pursuant to the authorisation may not exceed ten (10) percent of the share capital consisting of Class B ordinary shares after registration of the resolutions adopted at this extraordinary general meeting, and the number of preference shares which may be issued pursuant to the authorisation may not exceed ten (10) percent of the share capital consisting of preference shares after registration of the resolutions adopted at this extraordinary general meeting, calculated as if the board of directors’ authorisation under item 7 at the extraordinary general meeting is exercised in its entirety.

The authorisation replaces the authorisation to issue shares which was provided to the board of directors at the company’s annual general meeting.

Resolution regarding dividends

On 23 April 2014, the annual general meeting adopted a resolution for a dividend of SEK 10 per preference share, divided into four disbursements of SEK 2.50 each. The resolved record dates for dividends on preference shares were 30 June 2014 with an anticipated date of disbursement of 3 July 2014, 30 September 2014, with an anticipated date of disbursement of 3 October 2014, 30 December 2014, with an anticipated date of disbursement of 7 January 2015, and 31 March 2015, with an anticipated date of disbursement of 7 April 2015. Following consolidation of shares, the resolution entails that each preference share shall be entitled to a dividend of SEK 20, of which two additional dividends of SEK 5 each, with record dates resolved upon by the annual general meeting, remain.

It was resolved at the extraordinary general meeting held on 22 October 2014, pursuant to a proposal by the board of directors, that all preference shares which may be issued by the board of directors pursuant to the authorisation provided by the shareholders (a maximum of 7,894,400 preference shares after the consolidation has been carried out) will entitle the shareholders to participate in dividends commencing on the date on which they are entered in the share register maintained by Euroclear Sweden AB, entailing a first dividend of SEK 5.00 per preference share with the immediately following record date pursuant to the resolution adopted at the annual general meeting, in a maximum amount of SEK 78,944,000 for the two remaining dividends that the annual general meeting has resolved record dates for.