Notice to attend the Annual General Meeting in Scribona AB The Annual General Meeting in Scribona AB (publ) will be held on Tuesday, April 29, 2008, at 3:00 p.m., at the Seorama conference facility, Röntgenvägen 2, in Solna, Sweden. Notification Shareholders who wish to participate in the annual general meeting must • be entered in the register of shareholders maintained by VPC AB by Wednesday, April 23, 2008, and • provide notification of intention to participate to Scribona AB (publ), P.O. Box 1374, SE-171 27 Solna, Sweden, in writing or by telephone +46 (0)8-734 34 00, or by fax +46 (0)8-82 85 71 or e-mail to info@scribona.se no later than 4:00 p.m. on Friday, April 25, 2008. 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, fax 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, April 23, 2008, 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 as well as the number of auditors and deputy auditors. 13. Determination of remuneration to the board of directors and to the auditors (including fees for work on the board committees). 14. Election of directors, deputy directors and chairman of the board of directors as well as auditors and deputy auditors. 15. Adoption of principles for remuneration to the executive management. 16. Adoption of principles for appointment of nominating committee etc. 17. Decisions regarding amendment of the articles of association and approval of business transfer to Tech Data. a) Description of the asset purchase agreement with Tech Data. b) Decision to amend the articles of association. c) Decision to approve the business transfer to Tech Data. 18. Adjournment of the Meeting. Item 2. Election of a chairman to preside over the meeting. The nominating committee proposes that attorney Johan Hessius from Advokatfirman Lindahl KB 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 share premium reserve, retained earnings and the year result be carried forward to new account. Item 12. Decision regarding the number of directors and deputy directors as well as the number of auditors and deputy auditors. The nominating committee proposes that the board of directors shall consist of six directors with no deputy directors. The nominating committee further proposes that the company shall have one auditor and no deputy auditor. Item 13. Determination of remuneration to the board of directors and to the auditors (including fees for work on the board committees). The nominating committee proposes that the remuneration to the board of directors shall be paid in a total amount of SEK 1,300,000 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. It is proposed that each member of the remuneration committee shall be paid an extra fee of SEK 50,000 per year. 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 as well as auditors and deputy auditors. The nominating committee proposes that Lorenzo Garcia, Henry Guy, Mark Keough and David Marcus are re-elected as directors and that Johan Claesson and Peter Gyllenhammar are elected as new directors, and that David Marcus shall be the chairman of the board of directors. Johan Hessius and Marcus Söderblom have informed that they are not eligible for re-election. The nominating committee further proposes the re-election of Ernst & Young Aktiebolag as auditor with main responsible auditor Per Hedström (in replacement of Bertel Enlund) for a term until the end of the annual general meeting to be held during the fourth fiscal year after the election of the auditor. Further information about the proposed directors and the auditor is available on the company's homepage 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 and the vice CEO, shall apply for the time after the annual general meeting. The remuneration to the executive management should consist of basic salary, variable remuneration, certain taxable benefits and pension. The distribution between basic salary and variable remuneration shall be in proportion to the executive's responsibility and powers. The variable remuneration shall not exceed 100% of the basic salary. The variable remuneration shall be entirely based on the group's operating profit. Benefits shall include a company car, a mobile telephone, subsidized meals, broadband connection to the home address and health insurance. Pension benefits to the executive management shall be payable in accordance with the ITP plan. Extra pension shall, in addition, be offered through a salary exchange, where renouncement of 5% of the salary, although no more than SEK 60,000 per year, renders the company to pay in an amount equal to that contributed by the employee. In addition, the company shall pay in an additional amount equal to the difference between social security charges and special payroll tax on this extra pension premium. The executive management shall also be entitled to termination benefits in accordance with market practise. 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. Adoption of principles for appointment of nominating committee etc. The annual general meeting in 2005 resolved on the principles for the appointment of the nominating committee. Shareholders in the company have again requested that the annual general meeting in 2008 addresses the matter regarding the nominating committee. Shareholders together representing approximately 42.4 percent of the votes have proposed mainly the following principles concerning the nominating committee. The company shall have a nominating committee consisting of the chairman of the board of directors and one member appointed by each of the three shareholders or group of shareholders controlling the largest number of votes. The nominating committee shall be constituted based upon statistics of ownership from the shareholders' register kept by VPC as per the last banking day in August each year and other reliable ownership information that has been provided to the company at that time. The nominating committee shall remain in office until a new nominating committee has been appointed. The nominating committee and its chairman should fulfill the criterions regarding independence set out in the applicable corporate governance code. The nominating committee shall prepare proposals regarding the election of chairman of annual general meetings, the election of and remuneration to the chairman of the board of directors and other directors as well as the auditors, and regarding provisions concerning the nominating committee. Item 17. Decisions regarding amendment of the articles of association and approval of the business transfer to Tech Data. On March 4, 2008, Scribona announced that it had entered into an asset purchase agreement on March 3, 2008 with Tech Data Corporation to divest the current business, and that the transfer was conditioned by approval from the shareholders at the annual general meeting. The transaction with Tech Data presumes that Scribona's articles of association are amended. Closing of the transaction is scheduled to occur on May 4, 2008, at the latest, if approval from the EU Competition Authority has been obtained at that time. The price to be paid by Tech Data is a premium of EUR 16,500,000 plus the value of the inventory and some other assets as of the closing date. The premium may be reduced to a minimum of EUR 13,500,000 if certain negative developments relating to the business would occur during the period from the signing of the agreement until the closing date. However, such reduction may be recovered by Scribona if there is a positive development of the business so that the gross profit of Tech Data reaches certain targets in the first quarter of its financial year 2009. A majority of the current employees will transfer to Tech Data, but redundancies will have to be effectuated prior to closing date. Scribona has initiated discussions with the unions on how to manage the employee matters properly. Shareholders representing at least 48.2 percent of all shares and 47.6 percent of all voting rights in Scribona have expressed their approval of the transaction. As a result of the transaction, the board of directors proposes that the business objective set out in the company's articles of association (3§) shall be amended to the following: ”The object of the company's business is to, directly or through subsidiaries, conduct trade with equipment, computer products and other material for mainly offices and homes, to distribute information, to perform therewith related services, be able to own and manage shares and interests in external companies, liquid funds, securities, other fixed and movable property and to conduct other in connection therewith related activities.” The articles of association shall in other respects be unchanged. The board of directors further proposes that the annual general meeting approves the business transfer to Tech Data. Available documents On April 15, 2008, at the latest, the following documents will be held available on the company's homepage www.scribona.com and can be ordered free of charge by shareholders in printed versions on tel + 46 (0)8-734 34 00, fax +46 (0)8-82 85 71 or e-mail info@scribona.se. • An information memorandum with additional information on the business transfer to Tech Data and the main terms of the asset purchase agreement. • The annual report and the auditor's report. • The auditor's report whether the principles for remuneration to the executive management have been followed. Majority requirement At the elections, the person who has received most votes is considered to have been elected. In case of equal number of votes, the election will be settled by drawing of lots, provided that the meeting has not decided before the election that a new voting shall take place in case of equal number of votes. The amendment of the articles of association is valid if it has been supported by shareholders holding at least two thirds of votes cast and shares represented at the meeting. In all other matters, the decision of the meeting is constituted by the opinion supported by more than half of the casted votes. In case of equal number of votes, the chairman has the casting vote. Number of shares and votes The company has on April 23, 2008 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, March 2008 THE BOARD OF DIRECTORS
Notice to attend the Annual General Meeting in Scribona AB
| Source: Catella AB