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2020-10-07

Notice of Extraordinary General Meeting of Klövern AB (Publ)

Shareholders of Klövern AB (publ), reg. no. 556482-5833, are hereby notified of the extraordinary general meeting to be held at 14:00 on Friday 13 November 2020 at Kista Gate, Torshamnsgatan 44-48, Kista. Registration starts at 13:30.

Notification of attendance

Shareholders wishing to participate in the extraordinary general meeting must;

  1. be registered as shareholder in the share register held by Euroclear Sweden AB on Thursday 5 November 2020,
  2. and notify their attendance to the company no later than Monday 9 November 2020, preferably before 12.00 noon, at the address Klövern AB, c/o Walthon Advokater, Klövern Extra bolagsstämma 2020, Box 716, 114 11 Stockholm, Sweden, by telephone + 46 10 482 70 00 or through the website klovern.se.

The notification shall state the shareholder’s name, date of birth/Swedish personal ID no./company registration no., address, telephone number as well as any assistant to accompany the shareholder to the meeting.

Nominee registered shares

Shareholders whose shares are registered in the name of a nominee shareholder must, to be allowed to participate in the meeting, register their shares in their own name in the share register in due time before Thursday 5 November 2020. Such registration can be temporary. Request for such registration is made with the bank or securities institution administering the shares in due time. Requests for such registrations that have been made by shareholders in due time so that the registration has been executed by the nominee no later than Monday 9 November 2020 will be considered in the voting register for the meeting.

Precautions due to covid-19

Due to covid-19, the company has decided to take a number of precautionary measures in order to minimize the risk of infection spreading during the conduct of the extraordinary general meeting, such as the opportunity to give power of attorney and voting instructions to a representative appointed by the company as well as the opportunity to exercise voting rights by post, while at the same time ensuring the shareholders' opportunity to exercise their rights.

In order to reduce the risk of the spread of infection and reduce contact between participants, everyone is encouraged to keep a proper distance from other shareholders and from employees at both registration and during the meeting. Shareholders who experience symptoms of illness, albeit mild, have been in close contact with someone who is infected or belong to a risk group are especially encouraged to take advantage of the opportunity to attend via a representative or the opportunity to vote by post.

Please note that separate notification of shareholders' participation at the extraordinary general meeting must be made in accordance with the notice. Submission of a power of attorney or postal vote thus does not count as notification to the meeting.

Klövern closely follows the continued development, and will if necessary, publish further precautionary measures on the company’s website.

Postal voting

The board of directors has resolved that the shareholders shall be able to exercise their voting rights by the use of postal voting in accordance with the act (2020:198) on temporary exemptions to facilitate the conduct of general meetings in companies and other associations. Shareholders who wish to exercise their voting rights by post shall use the postal voting form available on the company’s website, klovern.se. The form will also be sent to shareholders who request it and state their e-mail address or postal address.

The form shall be signed by the shareholder. The original form must be received by the company no later than 12 November 2020 and shall be sent by post to the address Klövern AB, c/o Walthon Advokater, Klövern Extra bolagsstämma 2020, Box 716, 114 11 Stockholm, Sweden or by e-mail to klovern@walthon.se. Persons representing a legal entity must present a certificate of registration (or equivalent authorisation document) which shows that the person(s) who have signed the form are authorized signatories for the shareholder.

Representatives and power of attorney

Shareholders attending the meeting by a representative must issue a written and dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration of such legal entity shall be enclosed. The power of attorney and certificate of registration must not have been issued earlier than one year before the date of the meeting, unless a longer period of validity is specified in the power of attorney, in which case the period of validity may not exceed five years. The power of attorney in original and the certificate of registration, if applicable, should be sent to the company at the address above in due time before the meeting and shall be available at the meeting. A power of attorney form is available on the company’s website klovern.se, or can be sent to the shareholders who so request.

Collection of power of attorneys

With the support of the act (2020:198) on temporary exemptions to facilitate the conduct of general meetings in companies and other associations, the board of directors has decided to offer shareholders the opportunity to submit a power of attorney and voting instructions to a representative appointed by Klövern.

Shareholders who wish to submit a power of attorney to the representative appointed by Klövern need to date and sign the power of attorney available on the company's website, klovern.se, and in the voting instructions appended to the power of attorney specify how the representative shall vote on behalf of the shareholder. A power of attorney and voting instructions will also be sent to shareholders who request it and state their e-mail address or postal address.

The original power of attorney must be sent back and received by the representative no later than 12 November, 2020 and be sent by post to Maria Norrman, Walthon Advokater AB, Box 716, 114 11 Stockholm, Sweden or by e-mail to klovern@walthon.se. Persons representing a legal entity must present a certificate of registration (or equivalent authorisation document) which shows that the person(s) who have signed the form are authorized signatories for the shareholder.

Processing of personal data

In connection with the notification of attendance, the company will process the personal data about shareholders that is requested above. Personal data that is collected from the share register and the notification of attendance as well as information regarding representatives and assistants will be used for registration, establishment of voting register and, if applicable, minutes of the extraordinary general meeting. The data will only be used for the extraordinary general meeting to which the notice relates and processing will be made in accordance with the Privacy notice for general meetings of shareholders. For information regarding how your personal data is processed, please visit https://www.euroclear.com/dam/ESw/Legal/ Privacy_notice_BOSS_20181023.pdf.

Number of shares

On the date of the notice, the company has a total of 932,437,980 shares, of which 69,358,703 are Class A ordinary shares, 846,635,277 are Class B ordinary shares and 16,444,000 are preference shares. Class A ordinary shares entitle to one vote per share and Class B ordinary shares and preference shares entitle to a tenth of a vote per share. The total number of votes amounts to 155,666,630.7.

The company holds 90,956,740 of the Class B ordinary shares at the time of this notice, corresponding to 9,095,674 votes, which may not be represented at the meeting.

Proposed agenda

  1. Opening of the meeting.
  2. Appointment of chairperson of the meeting.
  3. Preparation and approval of the voting register.
  4. Appointment of one or two persons to verify the minutes of the meeting.
  5. Consideration of whether the meeting has been duly convened.
  6. Approval of the agenda.
  7. Resolution to approve the board of directors’ resolution on the rights issue of Class A and Class B ordinary shares
  8. Closure of the meeting.

Proposed decisions

Chairperson at the meeting, item 2

The board of directors proposes that Pia Gideon is appointed as chairperson of the meeting.

Resolution to approve the board of directors’ resolution on the rights issue of Class A and Class B ordinary shares, item 7

The board of directors proposes that the extraordinary general meeting approve the board of directors’ resolution dated 6 October 2020 regarding the new issue of Class A and B ordinary shares with preferential rights for the shareholders of ordinary shares in accordance with the following terms. The new issue will entail issue proceeds of approximately SEK 2 billion, before any costs relating to the new issue. The purpose is to use the issue proceeds to continue to implement the company's strategy by giving the company room for continued value creation through selective acquisitions to the Swedish or international property portfolio as well as project development of commercial and residential premises. In addition, the issue proceeds will give the company a stronger balance sheet, lower leverage and increased financial flexibility.

The board of directors, or the person within the board appointed by the board, is authorised to, no later than 10 November 2020 resolve on the maximum amount by which the company’s share capital may be increased, the maximum number of Class A and B ordinary shares to be issued and the subscription price to be paid for each new ordinary share.

Subscription rights, record date and allotment

All holders of ordinary shares in the company shall have preferential rights to subscribe for the new Class A and Class B ordinary shares in proportion to the number of Class A and Class B ordinary shares that the holder already owns.

The right to receive subscription rights shall accrue to persons who are registered as shareholders of ordinary shares in the company on 17 November 2020 (the record date for the new share issue).

It shall also be possible to subscribe for ordinary shares without the support of subscription rights. If not all Class A and Class B ordinary shares, respectively, have been subscribed for with the support of subscription rights (primary preferential rights), the board of directors shall, within the maximum amount of the new share issue, decide on the allotment of ordinary shares subscribed for without subscription rights.

Allotment shall thereby take place as follows. Firstly, ordinary shares that are not subscribed for through primary preferential rights will be offered to all existing shareholders in the company for subscription (subsidiary preferential right). If ordina...

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