Notice to attend the Annual General Meeting in Scribona AB (publ) The Annual General Meeting in Scribona AB (publ) will be held on Wednesday 27 May 2009, at 2:00 p.m., at the conference facility Maskinrummet at the Nordic Sea Hotel, Vasaplan 4, in Stockholm, Sweden. Right to participate Shareholders who wish to participate in the annual general meeting must: - be entered in the register of shareholders maintained by VPC AB by Wednesday 20 May 2009, 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 info@scribona.se no later than 4:00 p.m. on Wednesday 20 May 2009. 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. Registration 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 Wednesday, 20 May 2009, when the registration must be completed. Proposed agenda 1. Opening of the meeting. 2. Election of a chairman to preside over the meeting. 3. Drawing up and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons, in addition to the chairman, to verify the minutes. 6. Decision as to whether the meeting has been duly convened. 7. Presentation of the annual report and the auditors' report as well as the consolidated financial statements and the consolidated auditors' report. 8. Presentation by the CEO. 9. Decision regarding adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. 10. Decision regarding dispositions of the company's profit or loss according to the adopted balance sheet. 11. Decision regarding discharge from liability for the directors and the CEO. 12. Decision regarding the number of directors and deputy directors. 13. Determination of remuneration to the board of directors and to the auditors 14. Election of directors, deputy directors and chairman of the board of directors. 15. Adoption of principles for remuneration to the executive management. 16. Proposal of amendment of the registered office. 17. Presentation of the special examiners report regarding his examination according to Chapter 10 Section 21 of the Companies Act (2005:551). 18. Adjournment of the Meeting. Item 2. Election of a chairman to preside over the meeting. The nominating committee proposes that attorney Björn Edgren shall be appointed as chairman of the meeting. Item 10. Decision regarding dispositions of the company's profit or loss according to the adopted balance sheet. The board of directors proposes that retained earnings and the year result be carried forward to new account. Item 12. Decision regarding the number of directors and deputy directors. The nominating committee proposes that the board of directors shall consist of five directors with no deputy directors. Item 13. Determination of remuneration to the board of directors and to the auditors. The nominating committee proposes 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 nominating committee further proposes that the auditors' fees shall be paid in accordance with approved invoices. Item 14. Election of directors, deputy directors and chairman of the board of directors. The nominating committee proposes 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. Further information about the proposed directors is available on the company's home page www.scribona.com. Item 15. Adoption of principles for remuneration to the executive management. 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. 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. Item 16. Proposal of amendment of the register head office. The board of directors proposes amendment of the articles of association so that the company's registered office is changed from Solna to Stockholm. Available documents On 13 May 2009, at the latest, the following documents will 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 info@scribona.se - The annual report and the auditor's report. - The special examiner's report regarding his examination. Number of shares and votes The company has on 20 May 2009 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 2008 THE BOARD OF DIRECTORS 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. 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.
Notice to attend the Annual General Meeting in Scribona AB (publ)
| Source: Catella AB