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Eastnine — AGM Information 2008
Mar 18, 2008
3037_rns_2008-03-18_d82b6512-d242-4d43-b3bd-b663ba875bba.pdf
AGM Information
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PRESS RELEASE
Stockholm, 18 March 2008
Notice of Annual General Meeting in East Capital Explorer AB (publ) on 21 April 2008
East Capital Explorer AB (publ) hereby announces the Notice of the Annual General Meeting to be held on April 21 2008 at 16.00 CET at the China Theater, Berzelii Park 9 in Stockholm.
Attachment: Notice of Annual General Meeting 2008 in East Capital Explorer AB (publ).
Contact information: Louise Hedberg, Head of Communications/IR, East Capital Explorer, +46 8 505 977 20
About East Capital Explorer │ East Capital Explorer AB is a Swedish company, created with the specific aim of bringing unique investment opportunities in Eastern Europe to a broader investor base. The company invests mainly in East Capital's private equity and semi-public equity funds that provide exposure to companies not otherwise accessible via the local stock exchanges in Eastern Europe. East Capital Explorer targets fast growing sectors such as the power utilities, financial, retail and consumer goods and real estate sectors. East Capital Explorer has appointed East Capital to manage its investment activities. Since 9 November 2007, East Capital Explorer is listed on the OMX Nordic Exchange Stockholm, mid-cap segment.
This information is disclosed in accordance with the Securities Markets Act, the Financial Instruments Trading Act or demands made in the exchange rules.
Notice of Annual General Meeting of East Capital Explorer AB (publ)
Shareholders of East Capital Explorer AB (publ) are hereby summoned to the Annual General Meeting ("the Meeting") to be held on Monday, 21 April 2008, at 16:00 p.m. at the China Theater, entrance via Berns Restaurant, Berzelii Park in Stockholm. Registration for the Meeting will commence at 14:30 p.m. when coffee will be served. Shareholders and proxies must identify themselves at the registration. Light refreshments will be served after the Meeting.
Participation etc.
Shareholders that wish to participate in the business of the Meeting must
- be recorded in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) no later than on Tuesday, 15 April 2008 and
- notify East Capital Explorer of their intention to attend the Meeting no later than 16:00 p.m. on Tuesday, 15 April 2008. Notification shall be made on the website of East Capital www.eastcapitalexplorer.com/agm, by telephone on +46 8 505 88 679 or in writing to address:
East Capital Explorer (publ) Att: Katarina Persson Box 7214 103 88 Stockholm, Sweden
Please mark the letter with "Annual General Meeting". The notification to participate shall state name, personal-/corporate identity number, proxies (if any), address, phone number (during office hours), shareholding and attendance of any assistants. The number of assistants can be no more than two and may only attend if they have been announced in advance. Shareholders who are represented by a proxy must authorize the proxy by issuing a written, dated power of attorney and the original should be sent to East Capital Explorer along with the notification to attend the Meeting. If such power of attorney is issued by a legal entity, an attested copy of the certificate of registration or similar proof of authorization must also be enclosed. The power of attorney and certificate of registration may not be issued more than one year before the date of the Meeting. A Power of Attorney form can be found on East Capital Explorer's website, www.eastcapitalexplorer.com/agm.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by VPC AB. Such registration should be done well in advance of Tuesday, 15 April 2008 at which date the re-registration must have been completed.
Proposed agenda
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- Opening of the Meeting
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- Election of the chairman of the Meeting
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- Drawing up and approval of the voting list
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- Approval of the agenda
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- Election of one or two persons to attest to the accuracy of the minutes
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- Decision on whether proper notice of the Meeting has been made
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- Presentation of the annual report and the auditors' report, as well as of the consolidated financial statements and the auditors' report for the Group.
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- The CEO's address and presentation by Marcus Svedberg, chief economist at East Capital
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- Resolutions regarding adoption of the income statement and the balance sheet as well as of the consolidated income statement and the consolidated balance sheet for the Group
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- Resolution regarding disposition of the company's result in accordance with the approved balance sheet
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- Report on the work of the Board of Directors and the audit committee
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- Resolution regarding discharge from liability of the members of the Board of Directors and the CEO
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- Proposal for amendment of § 7 of the articles of association of the company
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- Decision on the number of members of the Board of Directors
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- Decision on the compensation that shall be paid to the Board of Directors and the auditor
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- Election of members of the Board of Directors and chairman of the Board of Directors
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- Decision on guidelines for remuneration to senior management
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- Decision regarding the nomination committee
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- Proposal for resolution regarding authorization for the Board of Directors to acquire own shares
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- Closing of the Meeting
The Board of Directors' proposals for decision
Item 10 – Disposition of the company's result
The Board of Directors proposes that no dividends are distributed in accordance with dividend policy of the company and that the result is carried forward.
Item 13 – Amendment to the articles of association
The Board of Directors proposes to amend § 7 of the company's articles of association so that the Board of Directors shall consist of 3-6 members with no deputy members and that an editorial clarification is made in the same section, such change having no material impact on the said section.
A valid resolution of the proposal requires the approval at the Annual General Meeting with at least 2/3 of both the votes cast and of the shares represented at the Meeting.
Item 17 - Guidelines for remuneration to senior management
The Board of Directors proposes the following guidelines for remuneration of senior management to the Meeting:
"Senior Management" refers to the CEO. The company shall offer a total remuneration in line with market conditions which will enable the company to recruit and retain the most suitable executives. The remuneration to the CEO shall consist of basic salary, variable salary and pension benefits. The Board of Directors decides in its discretion, based on the CEO's performance, whether or not any variable salary shall be paid to the CEO. The CEO can receive a maximum variable salary corresponding to 50 percent of the fixed salary. The CEO has an individual premium based pension plan, pursuant to which the company pay premiums corresponding to 10% of the fixed salary up to ten Swedish income base amounts and premiums corresponding to 20% of the fixed salary on the portion that exceeds ten Swedish income base amounts.
These guidelines shall apply to the current employment agreement and to employment agreements entered into after a decision is taken by the Meeting.
Item 19 - Purchase of own shares
The Board of Directors proposes that the Meeting resolve to authorize the Board to acquire the company's own shares, under the following conditions:
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- Purchases may take place on the OMX Nordic Exchange in Stockholm at a price within the registered price interval from time to time.
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- Purchases may also be performed in accordance with a offer directed to all shareholders with a cash consideration not below the market price at the time of the offer and with a maximum upward deviation of 20 percent.
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- The Company may only purchase so many shares that the Company's holding of own shares after the purchase amounts to a maximum of one-tenth of all the shares in the Company.
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- The authorization may be utilized on one or more occasions, however not longer than until the 2009 Annual General Meeting.
The purpose of the proposal is to give the Board of Directors wider freedom of action in the work with the Company's capital structure and thus creating more value for the shareholders.
A valid resolution of the proposal requires the approval at the Annual General Meeting with at least 2/3 of both the votes cast and of the shares represented at the Meeting.
The Nomination Committee's proposals for decision regarding the Board of Directors etc. (item 2, 14, 15, 16 och 18)
The company's Nomination Committee consisting of Ramsay Brufer (Alecta), Anders Klein (SEB), Robert Vikström (Handelsbanken), Paul Bergqvist (as chairman of the Board of Directors of East Capital Explorer) and Peter Elam Håkansson (as chairman of the Board of Directors of East Capital PCV Management AB, the manager of the company's investments) propose the following:
Chairman of the Meeting: Paul Bergqvist
Number of members of the Board of Directors: 6 ordinary members of the Board and no deputy members Compensation to the Board of Directors: Unchanged SEK 700 000 to the chairman of the Board of Directors and SEK 300 000 kronor to each member of the Board of Directors that is not employed in the East Capital group. Those members of the Board that are employed with the East Capital group receive no remuneration.
Compensation for work in the audit committee: SEK 50 000 to the chairman of the audit committee and SEK 30 000 kronor to each of the other members.
Auditor's fee: To be paid according to approved invoices under a given offer. Board of Directors: Re-election of Paul Bergqvist, Lars Emilson, Alexander Ikonnikov, Justas Pipinis and Kestutis Sasnauskas and election of Anders Ek as a new member of the Board.
Chairman of the Board of Directors: Re-election of Paul Bergqvist
Anders Ek, born 1948, has a bachelor's degree from Stockholm University and is since 2004 executive vice president and head of Swedbank's strategic and international banking business. Previously Anders Ek has been CEO of Robur, chief investment officer and deputy CEO of SPP (currently named Alecta) and executive vice president of Allmänna Pensionsfonden. Anders Ek is, among others, currently a board member of Swedbank's different banks in the Baltics, Russia and Ukraine.
Information about the current members of the Board of Directors of the company is available on the company's website.
The Nomination Committee: The Meeting resolve to establish a nomination committee with the object to present proposals for resolutions at general meetings regarding appointment of members of the Board of Directors, chairman of the Board of Directors, auditor, remuneration to the Board of Directors or the auditor. The nomination committee shall consist of five members, of which three shall be representatives of the three shareholders controlling the largest number of votes in the company that wish to appoint a representative, together with the chairman of the Board of Directors (who shall convene the first meeting) and a representative from East Capital.
The composition of the nomination committee may change due to partial or total changes of a shareholder's shareholding in the company. The term of office for the nomination committee is until a new nomination committee has been appointed. Unless the committee members agree otherwise, the chairman of the nomination committee shall be the member that represents the shareholder with the largest shareholding in the company.
The selection of the three largest shareholders shall be made on the basis of the share register of the company kept by the VPC as of the last banking day in September 2008 and other reliable shareholder information the company has obtained at this time.
Other information
The company's share capital amounts to total of 36 270 160 shares and votes.
Annual accounts including the auditor's report and the Board of Directors' complete proposal and related documents according to the Swedish Companies Act for the Meeting's resolutions will be made available at the office of East Capital Explorer on Kungsgatan 33 in Stockholm and on the website www.eastcapitalexplorer.com/agm as of April 7, 2008, at the latest. Copies will be sent to shareholders who so request with the company.
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Stockholm in March 2008
EAST CAPITAL EXPLORER AB (publ)
Board of Directors