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Notice of Extraordinary General Meeting of Klövern AB (publ)

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The shareholders of Klövern AB (publ), corporate registration number 556482-5833, are summoned to an Extraordinary General Meeting on Friday 9 July 2021.

In light of the ongoing pandemic and to reduce the risk of spreading the virus and having regard to the authorities’ regulations and advice on restrictions of public gatherings, is the Extraordinary General Meeting carried out only through postal voting pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Klövern welcomes all shareholders to exercise their voting rights at the Meeting through postal voting as described below.

Information on the resolutions passed at the Meeting will be published on July 9, 2021 as soon as the result of the advance voting has been confirmed.

Notification of attendance

Shareholders wishing to attend the Meeting through postal voting must

Firstly        be registered as a shareholder in the share register kept by Euroclear Sweden AB on Thursday 1 July 2021;

Secondly        notify their attendance by submitting their postal vote in accordance with the instructions provided under the section “Postal voting” below so that the postal vote is received by Euroclear Sweden AB no later than Thursday 8 July 2021.

Nominee registered shares

Shareholders whose shares are nominee registered must, in addition to giving notice of participation by submitting a postal vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by Thursday 1 July 2021. Such registration can be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting right registrations completed no later than Monday 5 July 2021 will be taken into account in the presentation of the share register.

Postal voting

Shareholders may exercise their voting rights at the Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. For postal voting, a special form must be used. The form is available on Klövern’s website, www.klovern.se. The postal voting form is considered as notification of participation at the Meeting.

The completed and signed voting form must be received by Euroclear Sweden AB no later than Thursday 8 July 2021. The form may be sent via email to generalmeetingservice@euroclear.com or by post to Klövern AB (publ), “Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, SE-101 23 Stockholm. Shareholders who are natural persons can also submit their postal vote electronically by verifying with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy/. Such electronic votes must be submitted no later than Thursday 8 July 2021.

Shareholders may not provide the postal voting form with special instructions or conditions. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.

If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. A power of attorney form is available on Klövern’s website, www.klovern.se. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

For questions about the Meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB on telephone +46 8-402 90 76 (Monday-Friday, 08.30-16.00 CEST).

Proposed agenda

  1. Election of Chairman at the Meeting.
  2. Preparation and approval of the voting register.
  3. Appointment of one or two persons to verify the minutes of the meeting.
  4. Consideration of whether the Meeting has been duly convened.
  5. Approval of the agenda.
  6. Election of new board members.
  7. Election of Chairman of the Board.
  8. Decision on remuneration to the Board of Directors.

Resolution proposals

Chairman of the Meeting, item 1

The Board proposes attorney Erik Sjöman as the Chairman of the Meeting, or if he has an impediment to attend, a person the Nomination Committee appoints instead.

Preparation and approval of the voting register, item 2

The voting register that is proposed to be approved is the voting register that has been prepared by Euroclear Sweden AB on behalf of Klövern AB, based on the shareholders’ register and postal votes received, verified by the persons elected to verify the minutes of the meeting.

Appointment of one or two persons to verify the minutes of the meeting, item 3

The Board proposes Patrik Essehorn, representing Corem Property Group AB (publ), and Pia Gideon, current Chairman of the Board in Klövern AB (publ) or, to the extent both or any of them are prevented, the person(s) appointed by the Board, as the persons to verify the minutes. The assignment to verify the minutes also includes verifying the voting register and confirming that received postal votes are correctly reflected in the minutes of the meeting.

Election of new board members, Item 6

The Company´s largest shareholder, Corem Property Group AB (publ), proposes Patrik Essehorn, Fredrik Rapp, Christina Tillman, Katarina Klingspor and Magnus Uggla to be elected as new board members for the period until the end of next Annual General Meeting. Pia Gideon, Eva Landén, Ulf Ivarsson, Johanna Fagrell Köhler and Lars Höckenström have all made their seats available and will resign as board members in connection with this election.

Patrik Essehorn, 1967, chairman of the board and partner at Walthon Advokater AB. Chairman of the board of Corem Property Group AB (publ), Tobin Properties AB and Kista Square Holding AB. Board member and CEO of EssehornNorrman Advokat AB. Board member of Patrik Essehorn Advokat AB.

Fredrik Rapp, 1972, board member and CEO of Pomona-gruppen AB. Chairman of the board of Xano Industri AB (publ), Argynnis Group AB, Serica Consulting AB as well as Svenska Handbollsförbundet. Board member of Corem Property Group AB (publ), Itab Shop Concept AB (publ), Ages Industri AB (publ), Primekey Solutions AB and Segulah AB.

Christina Tillman, 1968, chairman of the board of NF11 Holding AB. Board member and CEO of YPO Guld Service AB. Board member of Corem Property Group AB (publ), Volati AB (publ), Grimaldi Industri Aktiebolag, Cycleurope AB, Clean 6 holding AB, Stocksund Financial Management AB and Stocksund Financial Services AB as well as acting CEO of Hunter Sales Stockholm AB.

Katarina Klingspor, 1963, chairman of the board of Srf Konsulterna AB. Board member of Corem Property Group AB (publ), Ludvig & Co Holding AB, Ludvig & Co Group AB, Svenska Viltmatakademin and Biby Förvaltnings AB.

Magnus Uggla, 1952, chairman of the board of Sagolekhuset Junibacken AB and Uggla Advisory AB. Board member of Corem Property Group AB (publ).

All proposed board members are board members of Corem Property Group AB (publ) and will, if the Meeting resolve to elect the proposed members, have a corresponding position on the board of Klövern AB (publ).

Election of Chairman of the Board, Item 7

Corem Property Group AB (publ) proposes that Patrik Essehorn shall be elected as Chairman of the Board.

Decision on remuneration to the Board of Directors, Item 8

Corem Property Group AB (publ) proposes that newly elected board members, for the period until the end of next Annual General Meeting, shall receive a remuneration of SEK 75,000 each, amounting to a total remuneration of SEK 375,000. No further payment is made to board members who serve on a committee of the Board.

Each resigning board member will receive remuneration for their work as board members in accordance with what was resolved upon by the Annual General Meeting on April 28, 2021, pro rata in relation to the board members’ term of office.

Other

The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without significant damage to the company, provide information regarding conditions that may affect the assessment of a matter on the agenda. Requests for such information must be submitted in writing to Klövern AB, “Extraordinary General Meeting”, Box 1024, SE-611 29 Nyköping, or via e-mail to info@klovern.se, no later than 29 June 2021. The information is provided by being made available at Klövern AB, Spelhagsvägen 13, SE-611 31 Nyköping, and on Klövern´s website, www.klovern.se, i.e. no later than 4 July 2021. The information is also sent within the same time to the shareholder who so has requested it and has stated its postal address or e-mail address.

The share register of the Extraordinary General Meeting will be provided at the Company’s office at Spelhagsvägen 13 in Nyköping.

Number of shares and votes

The total number of shares in the company was 1,138,697,289, of which 85,471,753 are ordinary shares of Class A, 1,036,781,536 are ordinary shares of Class B and 16,444,000 are preference shares at the date of the issue of this notice. Ordinary shares of Class A have one vote per share and ordinary shares of Class B and preference shares have a tenth of a vote per share. The total number of votes amounts to 190,794,306.6.

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

Processing of personal data

For information on how your personal data is processed in connection with the Meeting, please see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Stockholm in June 2021

Klövern AB (publ)

The Board of Directors


For further information, pleasecontact:
Pia Gideon, Chairman of the Board of Directors in Klövern
Phone: +46 70 546 71 00

Klövern is a real estate company committed to working closely with customers to offer them attractive premises in growth regions. Klövern is listed on Nasdaq Stockholm. For further information, see www.klovern.se.

Klövern AB (publ), Bredgränd 4, 111 30 Stockholm. Phone: +46 10 482 70 00. Email: info@klovern.se.

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.

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