Pre-Annual General Meeting Information • Apr 20, 2010
Pre-Annual General Meeting Information
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This is a translation of the Swedish version. In case of any discrepancy between the English and the Swedish versions, the Swedish version shall take precedence.
The Annual General Meeting in Scribona AB (publ) will be held on Thursday 20 May 2010, at 3:00 p.m., at the conference facility Maskinrummet at the Nordic Sea Hotel, Vasaplan 4, in Stockholm, Sweden.
Shareholders who wish to participate in the annual general meeting must:
• be entered in the register of shareholders maintained by Euroclear Sweden AB by Friday 14 May 2010, and • provide notification of intention to participate to Scribona AB (publ), Vasagatan 38, SE-111 20 Stockholm, Sweden, in writing or by telephone +46 (0)8-734 63 50, or by e-mail to [email protected] no later than 4:00 p.m. on Monday 17 May 2010. The shareholder shall in the notification include name, personal/corporate identity number, address, telephone number and possible advisors. In case of participation by proxy, the proxy should be submitted together with the notification to participate in the annual general meeting. A template proxy form is held available on the company's home page www.scribona.com. To order a template proxy form, the same address, telephone number and e-mail as above apply.
Shareholders who have registered their shares with a securities institution or corresponding foreign institution must in order to be able to exercise their voting rights at the Annual General Meeting temporarily re-register the shares in their own names. Shareholder who wish to request such re-registration must notify its institution well in advance of Friday, 14 May 2010, when the registration must be completed.
The two largest shareholders, CA-Plusinvest AB and Bronsstädet AB, propose that attorney Björn Edgren shall be appointed as chairman of the meeting.
The board of directors propose that retained earnings and the year result be carried forward to new account.
The two largest shareholders propose that the board of directors shall consist of five directors with no deputy directors.
The two largest shareholders propose that the company shall have one auditor with no deputy auditor.
The two largest shareholders propose that the remuneration to the board of directors shall be paid in a total amount of SEK 1,100,000 of which SEK 300,000 to the chairman of the board of directors and SEK 200,000 to each of the other directors not employed by the group.
The two largest shareholders further propose that the auditor's fee shall be paid in accordance with approved invoices.
The two largest shareholders propose that Lorenzo Garcia, Björn Edgren, Johan Claesson, Johan Damne and Peter Gyllenhammar are re-elected as directors and that Björn Edgren shall be the chairman of the board of directors.
The board of directors propose the election of the audit firm KPMG as auditor with main responsible auditor authorized public accountant Lars Marcusson for a term until the Annual General Meeting to be held during the fourth fiscal year after the election of the auditor. The proposed change of auditor before the end of the previous four year term is made for all companies in the group which will lead to significant lower total audit costs.
Further information about the proposed directors and auditor is available on the company's home page www.scribona.com.
The board of directors proposes that the following principles for the remuneration to the executive management, which consists of the CEO, shall apply for the time after the annual general meeting.
The remuneration to executive management should consist of fixed market oriented remuneration.
Executive management shall have market oriented terms of notice.
It is proposed that the board of directors in an individual case may deviate from the above stated principles should it be required due to particular circumstances.
The Board of directors propose that the Annual General Meeting authorises the Board of Directors, for the period up until the next Annual General Meeting, on one or more occassions, with or without pre-emptive rights for the shareholders, to resolve on issues of a maximum of 30,000,000 warrants for subscription of B-shares for consideration of cash. The maximum dilution pursuant to this authorisation is 26.9 per cent of all shares and 24.6 per cent of all votes in the company.
The reason for the allowing of issues without pre-emptive rights for the shareholders, is to prepare for possible future acquisitions. In an issue made without pre-emptive rights for the shareholders, the price shall be set on market terms.
The General Meeting's decision to authorise the Board of Directors to resolve on issues of warrants for subscription of shares, is valid only if approved by shareholders holding at least two thirds of the votes cast and two thirds of the shares represented at the meeting.
On 6 May 2010, at the latest will the following documents be held available at the company and on the company's home page www.scribona.com and can be ordered free of charge by shareholders in printed versions on tel +46 (0)8-734 63 50 or email [email protected]
The company has on 14 May 2010 a total of 81,698,572 shares of which 2,530,555 are of series A (each carrying five votes) and 79,168,017 are of series B (each carrying one vote), corresponding to a total of 91,820,792 votes.
Solna, April 2010
Scribona is listed on the First North market place. Mangold Fondkommission AB, +46 (0)8-503 015 50, is the company´s Certified Adviser on First North.
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