Notice to attend Orc Software AB's (publ) Annual General Meeting of Shareholders The shareholders of Orc Software AB (publ.) are hereby invited to attend the Annual General Meeting of the Shareholders to be held on Thursday April 24, 2008, at 4 p.m. (CET) at the offices of Orc Software, at Kungsgatan 36, 5th floor, Stockholm, Sweden. Registration Shareholders who wish to participate at the Annual General Meeting of Shareholders must - be registered in the shareholders' register maintained by VPC AB (“VPC”) on Friday April 18, 2008, and - notify the company at: Orc Software AB (publ.), Årsstämman, Box 7742, 103 95 Stockholm, Sweden or by telephone at +46 8 506 477 00 or by e-mail at ir@orcsoftware.com no later than on Friday, April 18, 2008 at 4 p.m. (CET). The application shall include the shareholder's name, personal or corporate identity number, number of shares held, address, telephone number and information regarding assistants and, where applicable, representatives, wishing to attend the meeting. Authorized representatives etc. A shareholder who will be represented by a proxy at the meeting shall issue a dated power of attorney for such proxy. A power of attorney issued by a legal entity shall be accompanied by a certified copy of a certificate of registration or similar document (“Registration Certificate”) for such legal entity. Powers of attorney and Registration Certificates shall be issued within one year before the meeting. Original powers of attorney, Registration Certificates and other documents of authorization should be received by the company at the address mentioned above not later than on Friday, April 18, 2008. Nominee-registered shares Shareholders whose shares have been registered in the name of a nominee must, in order to be entitled to exercise voting rights at the Annual General Meeting of the Shareholders, temporarily register their shares with VPC in their own name. A shareholder who wishes to be recorded in the share register in his/her own name, must notify his/her nominee thereof in due time before Friday, April 18, 2008, at which day such registration shall be effected. Number of shares and votes Orc Software has at the time for this notice 15,202,282 issued shares. Each share represents one (1) vote. Proposed agenda 1. Opening of the meeting. 2. Election of Chairman of the meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of one or two persons to approve the minutes. 6. Determination of whether the meeting has been duly convened. 7. Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report for the group, as well as a description of the work of the Board of Directors and the Remuneration Committee. 8. Resolutions regarding: (a) Adoption of the profit and loss account and the balance sheet and the consolidated profit and loss account and consolidated balance sheet; (b) Discharge from liability of the Board of Directors and the Managing Director; (c) Allocation of the company's profit in accordance with the adopted balance sheet. 9. Determination of the number of members of the Board of Directors and Deputy Directors, if applicable. 10. Determination of the fees for the Board of Directors and the auditors. 11. Election of the Board of Directors. 12. Resolution regarding principles for appointment of the Nomination Committee 13. Resolution concerning principles for remuneration of Group Management 14. Resolution regarding authorization for the Board of Directors to acquire and transfer the Company's own shares. 15. Resolution regarding authorization for the Board of Directors to issue new shares. 16. Resolution regarding incentive programme. 17. Other questions. 18. The meeting is declared closed. Proposed resolutions Item 2. Chairman of the meeting The Nomination Committee proposes that Markus Gerdien is elected Chairman at the Annual General Meeting of the Shareholders. Item 8 c. Proposal of distribution of dividends The Board of Directors has proposed the Annual General Meeting of the Shareholders to decide on a payment of dividends in the amount of SEK 4.00 per share and to set the record date for purposes of the payment of dividends on April 29, 2008. Should the Annual General Meeting of the shareholders adopt a resolution in accordance with the proposal, it is estimated that dividends will be distributed by VPC on May 5, 2008. Item 9. Number of Board members and auditors The Nomination Committee proposes that the Board of Directors consists of seven (7) ordinary Board members and no Deputy Directors. It is noted that auditors were elected at the Annual General Meeting of the Shareholders year 2007 for the period until the end of the Annual General Meeting 2011 and such election is therefore not necessary. Item 10. Remuneration to the Board of Directors and auditors The Nomination Committee proposes that the Chairman of the Board of Directors shall receive a remuneration amounting to SEK 350,000 and that each member of the Board of Directors receives a remuneration amounting to SEK 175,000. In addition, the Nomination Committee proposes that the Chairman shall be authorised to allocate SEK 100,000 for committee work if deemed appropriate. In accordance with previous procedures, fees to the auditors should be paid in accordance with approved account. (It is noted that the Nomination Committee recommends that a member of the Board of Directors shall own shares in the Company.) Item 11. Election of Board members The Nomination Committee proposes re-election of the Board members Katarina Bonde, Patrik Enblad, Markus Gerdien, Lars Bertmar and Carl Rosvall. The Nomination Committee proposes that Lars Granlöf, born 1962, Chief Financial Officer of SAAB AB and Eva Redhe Ridderstad, born 1962, working Chairman of the Board of Directors in Erik Penser Fondkommission AB, are elected as new members of the Board of Directors. Magnus Böcker and Annette Kumlien have declined re-election. The Nomination Committee proposes that Markus Gerdien shall be elected as Chairman of the Board of Directors. Further information regarding all the nominated members of the Board of Directors will be available at the company's home page www.orcsoftware.com no later than on Thursday April 10, 2008. Item 12. Resolution regarding principles for appointment of the Nomination Committee The Nomination Committee proposes that the meeting adopts the following principles for the appointment of a Nomination Committee: The five largest shareholders in accordance with VPC's registers of registered shareholders on 31 August 2008 (per group of owners), who wish to participate, shall appoint one representative each to the Nomination Committee no later than six months prior to the Annual General Meeting of the Shareholders, with the Chairman of the Board of Directors included and as convener. In the event that one or more shareholders decline from their right hereof, the next largest shareholder shall be entitled to a corresponding right. The names of the five members shall be made public as soon as the members have been appointed. The majority of the members of the Nomination Committee are not to be members of the Board of Directors and the Managing Director or other persons within company's management are not to be members of the Nomination Committee. The Chairman of the Nomination Committee shall, unless the members otherwise agree, be the member that represents the shareholder with the largest voting power. The Chairman of the Board of Directors or any other member of the Board of Directors is, however, not to be the Chairman of the Nomination Committee. The Nomination Committee shall hold its mandate until a new Nomination Committee is appointed. A member shall resign from the Nomination Committee if that member represents a shareholder who is no longer one of the five largest shareholders. In the event that more than one member resign from the Nomination Committee due to reasons mentioned above, the five largest shareholders after such change shall be entitled to appoint five representatives to the Nomination Committee. Unless there are special reasons, however, no changes in the composition of the Nomination Committee shall occur if only marginal changes in voting power have taken place or if the change occurs later than two months before the Annual General Meeting of the Shareholders. Shareholders that have appointed a representative to the Nomination Committee shall be entitled to dismiss such a member and appoint a new representative as a member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be publicly announced as soon as such changes have occurred. The Nomination Committee shall prepare a proposal to be presented for approval at the Annual General Meeting of the Shareholders (and extra general meeting if applicable) regarding the appointment of Chairman of the meeting, members of the Board of Directors, Chairman of the Board of Directors, remuneration to the Board of Directors, principles for the appointment of the Nomination Committee and, if applicable, the appointment of auditors as well as remuneration to the auditors. The company shall upon request from the Nomination Committee, provide administrative resources in order to facilitate the Nomination Committee's work. If required, the company shall be responsible for reasonable expenses related to external consultants that the Nomination Committee deems necessary in order to fulfil its duties. Item 13. The Board of Directors' proposal on principles for remuneration and other terms of employment for the Executive Management Team The Board of Directors has prepared a proposal on principles for remuneration and other terms of employment for the Executive Management Team. Orc Software takes account of global remuneration practice together with the practice of the home country of each individual in the Executive Management Team. The Board of Directors shall have the right to deviate from the principles decided at the Annual General Meeting if there are specific reasons for this in an individual case. The basic principles for the remuneration structure for 2008 are: - To promote agreement between employees and shareholders regarding their long-term view of operations. - To ensure that employees receive remuneration that is competitive and in line with the market which makes it possible to retain and recruit personnel. - To offer salary levels based on the results achieved, duties, competence, experience and position. Orc Software's remuneration for the Executive Management Team comprise of: Fixed salary, annual variable salary and in certain cases pension, other benefits and terms for termination of the contract of employment and conditions for severance pay. In addition, the members of the Executive Management Team, similar to other employees, are entitled to participate in the company's option programme. A salary review is made every year for members of the Executive Management Team. The review takes into account market salary trends, employee performance, changes in areas of responsibility, the development of the company and local agreements and regulations. Item 14. Resolution regarding authorization for the Board of Directors to repurchase and transfer the Company's own shares The Board of Directors proposes that the Annual General Meeting of the Shareholders authorizes the Board of Directors to acquire the company's own shares in accordance with the following conditions: 1. The repurchase of shares shall take place on the OMX Nordic Stock Exchange Stockholm in accordance with the rules regarding purchase and sale of the company's own shares as set out in the company's listing agreement with the OMX Nordic Stock Exchange Stockholm. 2. The repurchase of shares may be made on one or several occasions for the period up until the next Annual General Meeting of the Shareholders. 3. Shares may be re-purchased up to an amount where the company's holding does not at any time exceed 10 percent of the total number of shares in the company. 4. A repurchase of shares on the OMX Nordic Stock Exchange Stockholm may only be made at a price per share that falls within the registered price interval for the share at each given time. 5. Payment for the shares shall be made in cash. The Board of Directors proposes that the Annual General Meeting of the Shareholders authorizes the Board of Directors to transfer the Company's own shares in accordance with the following conditions: 1. The transfer of shares shall take place on the OMX Nordic Stock Exchange Stockholm in accordance with the rules regarding purchase and sale of the company's own shares as set out in the company's listing agreement with the OMX Nordic Stock Exchange Stockholm; or (ii) in conjunction with an acquisition of a company or business on market terms. 2. The transfer of shares may be made on one or several occasions for the period up until the next Annual General Meeting of Shareholders 3. Shares may be transferred to a maximum of what is authorized by the Annual General Meeting of the Shareholders to resolve on repurchases above. 4. A transfer of shares on the OMX Nordic Stock Exchange Stockholm may only be made at a price per share that falls within the registered price interval for the share at each given time. 5. The authorization comprises a right to resolve on divergences from the shareholders' pre-emption rights and that payment may be made with other consideration than cash. The purpose of the authorizations described above is to ensure that the company is continually able to adapt its capital requirements and thereby increase shareholder value, and to ensure that the company is able to transfer shares as payment for or to finance any future acquisitions. In order to be valid, a proposal for resolution by the Board of Directors in accordance with this item must be supported by shareholders with at least two thirds of both the votes cast and shares represented at the meeting. Item 15. Resolution regarding authorization for the Board of Directors to issue new shares The Board of Directors proposes that the Annual General Meeting of the Shareholders resolves to authorize the Board of Directors, during the period until the next Annual General Meeting of the Shareholders, to issue new shares: (i) where the shareholders shall enjoy preferential rights to subscribe for the new shares; or (ii) where the company's shareholders shall not enjoy preferential rights to subscribe for the new shares in connection with an acquisition a company. An issue of new shares may be made with or without payment in kind, subject to a right of set-off or in accordance with other terms set out in Chapter 13, Section 5, item 6, of the Swedish Companies Act (2005:551). The authorization may be utilized upon one or several occasions. The Board of Directors' utilization of such authorization may not imply that the total increase in share capital exceed 10 percent of the registered share capital at the time of the authorization. The basis for the assessment of the issue price shall be the market value at the time for utilization. The purpose of the authorisation described above is to increase the company's financial flexibility and to give the opportunity for the Board of Directors to finance acquisitions, whereupon new issued shares may be utilized as consideration for such acquisitions or where the new shares are issued to institutional investors against cash consideration in order to finance the acquisition in whole or in part. In order to be valid, a resolution by the Board of Directors in accordance with this item must be supported by shareholders representing at least two thirds of both votes cast and shares represented at the meeting. Item 16, Proposal concerning incentive programme In December 2006 the Extra General Meeting of the Shareholders resolved to adopt an incentive programme. In accordance with similar reason as presented at the Extra General Meeting of the Shareholders in 2006, the Board of Directors hereby presents the incentive programme 2008. a) The Board of Directors' proposal regarding resolution to implement an option plan intended for the employees within the Orc Software group The Board of Directors proposes that the Annual General Meeting of the Shareholders adopts a resolution to implement an option plan including approximately 200 present and future managers and other employees within the Orc Software group in Sweden and abroad (”the Option Plan 2008”). Within the Option Plan 2008, the following principal terms and guidelines are proposed to apply for employees within and outside Sweden. Employees in Sweden Present and future employees in Sweden shall be offered to purchase warrants to market price in accordance with the Board of Directors' proposal stated in item (b) below. An offer to acquire warrants shall be decided upon before the 2009 Annual General Meeting in accordance with the following. The CEO, management group and employees with specialist expertise in the company may be offered a total of not more than 30,000 warrants per person. Other employees within the Orc Software group may be offered a total of not more than 10,000 warrants per person. There will be no minimum guaranteed allotment of warrants. In conjunction with offers to acquire warrants, consideration shall be given to the employee's performance, position within and contribution to the Orc Software Group. Warrants may be exercised to subscribe for new shares in the company at the last banking day of each month during the entire term of the plan, from the date of registration of the issue at the Swedish Companies Registration Office until December 31, 2010, considering the company's trading restriction policy close to quarterly reporting. Thus, the total number of occasions to subscribe for new shares will be two per each quarter. Besides that, the principal terms as shown in the Board of Directors' proposal stated in item (b) below shall apply to the warrants. The warrants are not linked to employment and will not be cancelled in the event the warrant holder leaves his or her employment in the Orc Software group. Possible cash bonus intended for key persons in the Orc Software group To encourage participation in the Option Plan 2008, the Board of Directors proposes that the Annual General Meeting authorises the board, or a person by order of the board, to resolve on a cash bonus as follows. The net payment of any cash bonus after deduction of tax shall as a maximum match the premium paid for each warrant. Bonuses may only be paid to certain key persons employed in the Orc Software Group. Bonuses shall be paid as salary during the first quarter of 2010. Bonuses may only be paid out on condition that the warrant holder, from the date of purchase of warrants and during a consecutive term after that, still is employed in the Orc Software group at the time of payment. Payment of bonuses is also conditional on the warrant holder being deemed to have fulfilled personal goals established by the CEO of the company. Evaluation of personal goals shall be adopted no later than on December 31, 2009. In the event bonuses are paid, the Board of Directors nevertheless believes that the company is provided with full consideration for the warrants through the anticipated positive effects of the Option Plan 2008. Employees outside Sweden Present and future employees within the Orc Software group outside Sweden shall, free of charge, be allotted rights to purchase newly issued shares in the company (“Options”). Each Option shall entitle to purchase one newly issued share in the company. Allotment of Options shall be made before the 2009 general meeting on condition that current transaction price for the company's share on the Stockholm Stock Exchange not exceeding the strike price for the Options and in accordance with the following. Senior personnel and employees with specialist expertise may be offered and allotted a total of not more than 30,000 Options per person. Other employees may be offered and allotted a total of not more than 10,000 Options per person. There will be no minimum guaranteed allotment of Options. In conjunction with the allocation of Options, consideration shall be given to the employee's performance, position within and contribution to the Orc Software group. During the exercise term, starting on January 1, 2010 and ending on December 31, 2010, the Options entitle to purchase new shares in the company at the last banking day of each month considering the company's trading restriction policy close to quarterly reporting. Thus, the total number of occasions to subscribe for new shares will be two per each quarter. The Options are non-transferable. The exercise right as regards Options is conditional upon an extant employment relationship at the end of the qualification term and that the Option holder being deemed to have fulfilled personal goals established by the CEO of the company. Evaluation of personal goals shall be adopted no later than on December 31, 2009. Thus, the Options are linked to the employment and will be cancelled if the employee leaves his or hers employment within the Orc Software group. Specific rules apply, amongst other situations, in the event of a merger, public bid and other fundamental change of control situations in the company. The Options entitle the holder to purchase shares in the company, at which for each newly issued share shall be paid a price equivalent to the subscription rate which is stated for subscription of new shares in the board's proposal in item (b) below. The Options shall be subject to customary recalculation terms. (b) The Board of Directors' proposal regarding directed placement of warrants with the purpose to meet the obligations under the Option Plan 2008 and approval to transfer warrants and allotment of Options to employees within the Orc Software group, etc. Directed placement of warrants To secure the obligations under the Option Plan 2008, the board of directors proposes that the Annual General Meeting of the Shareholders, by deviation from the shareholders' preferential rights, resolve on an issue of no more than 300,000 warrants on the following principal terms. Each warrant shall entitle to subscribe for one share in the company. Entitled to subscribe is, by deviation of the shareholders' preferential right, the subsidiary Orc Software Stockholm AB. Subscription of warrants shall take place no later than on June 30, 2008. Warrants are issued without any premium. The warrants may, during the exercise term, which runs from the registration of the issue at the Swedish Companies Registration Office until the December 31, 2010, be exercised to subscribe for shares in the company at the last banking day of each month considering the company's trading restriction policy in conjunction with quarterly reporting. The subscription rate shall be 120 per cent of the volume weighted average price on the company's shares at the Stockholm stock exchange during the ten (10) consecutive banking days immediate to the date when Orc Software Stockholm subscribes for the warrants. A share, which has been issued after subscription, entitle to dividend for the first time on the record day for dividend, or on the day the shareholder is registered in the share ledger and by that is entitled to receive dividend, which occurs nearest the date when subscription of shares was executed. The warrants shall be subject to customary recalculation terms. The Board of Directors gives the following reason to deviate from the shareholders' preferential right. The issue is required to secure the obligations which may arise as a consequence of the Option Plan 2008. In the view of the above and considering the purpose to recruit and maintain competent employees, the board of directors believes it is to the company's and shareholders' advantage to offer the employees the opportunity to share the company's financial growth in the long run. Approval to transfer warrants and allotment of Options to employees within the Orc Software group, etc. The Board of Directors proposes that the Annual General Meeting of the Shareholders approves Orc Software Stockholm to transfer warrants to employees in Sweden, to allot Options to employees outside Sweden on the terms stated in item (a) above and dispose the warrants in order to meet the obligations under the Option Plan 2008. Authorisation The Board of Directors proposes that the Annual General Meeting of the Shareholders authorises the Board of Directors, or a person appointed by the Board of Directors, to execute minor amendments of the above stated proposal, which may be required along with the registration at the Swedish Companies Registration Office or affiliation of the warrants to VPC. Share capital If all warrants which are issued within the frame of the Option Plan 2008 will be exercised, the company's share capital will increase with no more than 30,000 kronor. Outstanding and future option plans The company currently holds one outstanding share related incentive program approved on the extra ordinary meeting of the shareholders held on December 11, 2006 of which presently 307,250 warrants can be exercised to subscribe for shares (“the Option Plan 2006”). The Board of Directors' intention is that an option plan shall be a recurring issue and that it will be dealt with at the annual meeting of the shareholders in 2009 next time. Dilution As a consequence of the Option Plan 2008, the maximum dilution based on the current number of shares will be approximately 1.97 per cent of the shares and votes in the company. As a consequence of the Option Plan 2006 and Option Plan 2008, the maximum dilution will be approximately 3.99 per cent of the shares and votes in the company. Majority requirements The Board of Directors' proposal constitutes a package because the various parts of it are depending on and strongly linked to each other. In this view, it is suggested that the shareholders' meeting adopts one resolution only by observing the majority requirements laid down in Chapter 16, Section 8, of the Companies Act. A valid resolution assumes support of shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the meeting. ___________________________ The annual report, the auditor's report and complete proposals and other documentation in accordance with the Companies Act will be available at the company's head office no later than on Thursday April 10, 2008 and in electronic format at the company's web page, www.orcsoftware.com . The documentation will also be sent free of charge to the shareholder who so requests. _____________________________ Stockholm, March 2008 Orc Software AB (publ) The Board of Directors For further information: Thomas Bill, CEO +46 8 506 477 35
Notice to attend Orc Software AB's (publ) Annual General Meeting of Shareholders
| Source: Orc Software AB
Attachments
