STOCKHOLM, Sweden, April 4, 2003 (PRIMEZONE) -- The shareholders in Observer Aktiebolag (Other OTC:OBSEF) are hereby notified that the Annual General Meeting will be held at 5 p.m. (CET) on Tuesday, May 6, 2003 at Ingenjorshuset/Citykonferensen, Malmskillnadsgatan 46, Stockholm
Notification of attendance, etc.
To be entitled to participate in the business of the Annual General Meeting, shareholders:
- must be recorded in the shareholders register issued by VPC AB (the Swedish Securities Register Center) on Friday, April 25, 2003, and
- must notify the Company of their intention to attend no later than 4:00 p.m. (CET) on May 2, 2003 in writing to Observer Aktiebolag, SE-114 88 Stockholm, Sweden, by telephone +46 8 507 410 13, fax +46 8 507 410 25 or e-mail info@observergroup.com.
When giving notice of attendance, please include your name, personal/company registration number (for Swedish citizens or companies), shareholding, address, daytime telephone number and the names of those who will be accompanying you.
Nominee-registered shares
To be entitled to attend the Meeting, shareholders whose shares are registered in the name of a nominee through the trust department of a bank or a brokerage firm must request that their shares be temporarily re-registered in their own names in the shareholders register maintained by VPC AB. The registration process must be effected by Friday, April 25, 2003. Shareholders should therefore advise their nominees well in advance of this date.
Proxies, etc.
Shareholders who plan to be represented by proxy must submit a dated power of attorney on behalf of their proxy. If the power of attorney is issued by a legal entity, it must be accompanied by a certified copy of a registration certificate or other similar documentation for the legal entity. The power of attorney and registration certificate may not be more than one year old. An original power of attorney and any registration certificate should be mailed to the Company at the above address well in advance of the Meeting.
Proposed agenda
1. Opening of the Meeting.
2. Election of the Chairman to preside over the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Appointment of two persons to verify the minutes of the
Meeting.
6. Decision whether the Meeting has been properly convened.
7. Presentation of the annual report and auditors' report as
well as the consolidated accounts and auditors' report for
the group.
8. Address by the President.
9. Approval of the income statement and balance sheet as
well as the consolidated income statement and consolidated
balance sheet.
10. Appropriation of the Company's profit in accordance with the
adopted balance sheet and adoption of the record date for
payment of the dividend (see below).
11. Decision to discharge Board Members and the President from
liability for their administration.
12. Decision on the number of Board Members and their deputies as
well as the number of auditors and their deputies (see below).
13. Decision on the fees paid to the Board Members and
auditors (see below).
14. Election of the Board Members and their deputies (see below).
15. Election of the auditors and their deputies (see below).
16. Decision to authorize the Board to decide on new share issues
(see below).
17. Decision to authorize the Board to decide on acquisitions of
the Company's own shares (see below).
18. Decision to authorize the Board to decide on the transfer of
the Company's own shares (see below).
19. Decision on amendments to the Article of Association (see
below).
20. The Swedish Shareholders' Association proposal to have the
following issues brought before the Annual General Meeting
(see below):
a) decision by the Annual General Meeting that the Annual General
Meeting shall appoint a nominating committee;
b) decision by the Annual General Meeting to instruct the Board of
Directors to appoint an audit committee.
21. Closure of the Meeting.
Proposals by the Board of Directors
Appropriation of the Company's profit in accordance with the adopted balance sheet and adoption of the record date for payment of the dividend (item 10). The Board of Directors and the President propose that the net profit for the year of SEK 40,372,205 and retained earnings of SEK 807,912,371, totaling SEK 848,284,576, be appropriated such that a dividend of SEK 0.45 per share, totaling SEK 30,580,796, be distributed to the shareholders and that the remainder, SEK 817,703,780, be carried forward. The record date for the dividend proposed by the Board of Directors is May 9, 2003. If the Annual General Meeting approves the proposal, the dividend is expected to be paid by VPC AB on May 14, 2003.
Decision to authorize the Board to decide on new share issues (item 16). The Board of Directors proposes that the Annual General Meeting authorize the Board, until the Company's Annual General Meeting in 2004, to decide to issue not more than 2,000,000 new shares in the Company. Such new issues may deviate from current shareholders' preferential rights to subscribe for new shares. The Board may decide that the shares may be subscribed in return for non-cash consideration or offsets, according to the terms stipulated in chap. 4, # 6 of the Swedish Companies Act. The authorization may be utilized, within the above- mentioned parameters, on one or more occasions. The reason for the deviation from the shareholders' preferential rights is that the new shares will be used to acquire operations or companies.
Decision to authorize the Board to decide on acquisitions of the Company's own shares (item 17). The Board of Directors proposes that the Annual General Meeting authorize the Board, until the Company's Annual General Meeting in 2004, to decide on one or more occasions to acquire not more than 6,795,732 of the Company's own shares. Acquisitions are permitted only on Stockholmsborsen, at a price within the range of the highest bid price and the lowest asking price on Stockholmsborsen at any given time.
Decision to authorize the Board to decide on the transfer of the Company's own shares (item 18). The Board of Directors proposes that the Annual General Meeting authorize the Board, until the Company's Annual General Meeting in 2004, to decide on one or more occasions to transfer not more than 6,795,732 of the Company's own shares. Transfers are permitted only on Stockholmsborsen, at a price within the range of the highest bid price and the lowest asking price on Stockholmsborsen at any given time, or in a manner other than on the stock exchange, with the right to decide to deviate from current shareholders' preferential rights and to decide whether payment will be accepted with other than money.
Decision on amendments to the Articles of Association (item 19). The Board of Directors proposes that the Annual General Meeting decide to amend the Articles of Association. The amendments relate primarily, with one exception, to linguistic changes, clarifications, updates to reflect new legislation and the elimination of obsolete or duplicative provisions. The exception consists of a proposal to allow the Board of Directors, until the conclusion of the next Annual General Meeting, to appoint one or more special auditors to review the Board of Directors' statement according to chapter 4 and 6 of the Swedish Companies Act and any merger plans. The proposal is based the opportunity introduced in the Swedish Companies Act to meet the demand in certain valuation situations for auditors completely independent from the Company.
Proposal of the Swedish Shareholders' Association (item 20). a) The Swedish Shareholders' Association has proposed that a nominating committee be appointed by the Annual General Meeting. The committee shall consist of members independent from the Company and represent the Company's shareholders at the Annual General Meeting. One representative for small shareholders is proposed as a member of the Committee.
Shareholders representing more than 30 percent of the votes in the Company have announced that they will reject such a proposal and will instead propose that the Annual General Meeting decide that the nominating process already being applied serve as the basis of future nominating work. The proposal states that the Chairman of the Board, at the end of the third quarter of the year, contact at least three of the largest shareholders, who would be asked to each appoint a representative to a nominating group which would also include the Chairman. If any of these shareholders abstains from this right to appoint a representative, that right would revert to the shareholder, after these three, who has the largest shareholding. This nominating group would draft a proposal to the Board of Directors to be presented to the Annual General Meeting for approval. The proposal also states that the names of the shareholder representatives in the nominating group should be made public as soon as they are appointed.
b) The Swedish Shareholders' Association has also proposed that the Annual General Meeting decide to instruct the Board of Directors to appoint an audit committee. As proposed, the committee would be a preparatory sub-committee of the Board of Directors.
Shareholders representing more than 30 percent of the votes in the Company affirm that they share the Swedish Shareholders' Association opinion of the need to ensure the quality of the Company's audits, strengthen the independence of the auditors and improve the contact between the Board of Directors and the auditors. In light of the limited size of the Board of Directors, however, the abovementioned shareholders are of the opinion that issues related to the audit of the Company should be handled by the Board of Directors as a whole and therefore recommend that the proposal of the Swedish Shareholders' Association be rejected by the Annual General Meeting.
Other proposals
Shareholders representing more than 30 percent of the votes in the Company have informed the Company that they will support the following proposals regarding items 12-15:
- Six Board Members without deputies. - Board Members' fees of SEK 900,000, with SEK 300,000 paid to the Chairman and SEK 150,000 to each of the Board Members not employed by the Company. - One auditor with no deputy. - Auditors' fees payable as invoiced. - Reelection of Board Members Orjan Hakanson, Maria Lilja, Ulf Ivarsson and Hakan Bryngelson and Robert Lundberg and the election as a new Board Member of Pia Gideon. Director Hans Tson Soderstrom has declined reelection. - Reelection of the accounting firm Ernst & Young AB with Lars Traff as chief auditor for the period until the conclusion of the Annual General Meeting held in 2007.
The accounting records, the auditors' report and the Board's complete proposals on the authorization decisions according to points 16 - 19 will be made available not later than April 22, 2003 at the Company's office at the above address and will be sent upon request to shareholders who provide their address.
For further information, please contact: Observer Aktiebolag (publ) Per Blixt, Senior VP Corporate Communications/Investor Relations telephone: +46 8 507 410 12 e- mail: per.blixt@observergroup.com Anders Lundmark, Chief Financial Officer telephone: +46 8 507 417 23 e- mail: anders.lundmark@observergroup.com
This press release is also available online at www.observergroup.com
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