Welcome to the Annual General Meeting of Framfab AB (publ)
The shareholders of Framfab AB (publ) are hereby invited to attend the Annual General Meeting at 5 PM on Thursday, 30 March 2006 at Clarion Hotel, Ringvägen 98 in Stockholm.
Notification, etc.: Any shareholder wishing to attend the meeting must - be entered into the register of shareholders kept by VPC AB by Friday, 24 March 2006, - notify the Company by 4 PM on Friday, 24 March 2006 by writing to Framfab AB (publ), attention Anita Hallgren, Box 38078, SE-100 64 Stockholm, Sweden, faxing to +46 8 411 65 95, calling + 46 8 41 00 10 39 or e-mailing to email@example.com. Notification should include the shareholder’s name, personal identification number or corporate identification number, address, phone number and the number of representatives. If attendance is based on proxy, the proxy shall be submitted along with the notification. Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name in order to be entitled to participate in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 24 March 2006. Proposed agenda: 1. Election of chairman of the meeting 2. Preparation and approval of the list of shareholders entitled to vote at the meeting 3. Approval of the agenda 4. Election of one or two persons to check and verify the minutes 5. Determination of whether the meeting has been duly convened 6. Statement by the managing director 7. Presentation of the annual report and auditor’s report, as well as the consolidated financial statements and the auditor’s report on the consolidated financial statement 8. Resolutions a) to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet b) to appropriate earnings in accordance with the adopted balance sheet c) to discharge the members of the board and the managing director from liability 9. Statement from the nomination committee 10. Determination of the number of board members and deputy board members 11. Determination of principles for remuneration and other conditions of employment for the board 12. Determination of remuneration for the board and the auditors 13. Election of board members, deputy board members and chairman of the board 14. Appointment of the nomination committee 15. Resolution regarding alteration of the articles of association 16. Resolution regarding issue of new shares by set-off against a claim for payment of the first earn-out amount in connection with the acquisition of Oyster Partners Limited 17. Authorisation for the board to issue warrants 18. Adjournment of the meeting Proposals: Election of chairman of the meeting (Item 1) The nomination committee comprising of Mr. Gunnar Ek, Mr. Sven Skarendahl and Mr. Markus Winkler proposes that Mr. Sven Skarendahl shall be elected chairman of the meeting. Appropriation of earnings in accordance with the adopted balance sheet (Item 8b) The board and the managing director propose that no dividends shall be distributed for the financial year 2005. Determination of principles for remuneration and other conditions of employment for the board (Item 11) The proposal will be available no later than at the date stated under the paragraph “Other matters”. Remuneration for the board and the auditors (Item 12) The nomination committee proposes that remuneration to the board of directors shall be paid in the amount of SEK 240,000 to the chairman and SEK 120,000 to each of the other board members. A board member who receives compensation from the Company due to employment shall not receive any remuneration. It is proposed that the auditors are compensated against invoice. The proposal is supported by shareholders representing approximately 30% of the share capital and the votes in Framfab AB. Selection of board members, deputy board members and chairman of the board (Item 13) The nomination committee proposes that Katarina G. Bonde, Steve Callaghan, Robert Gogel, Kaj Green, Lucas Mees, Arne Myhre and Sven Skarendahl are re-elected as members of the board. The nomination committee proposes that Sven Skarendahl is appointed chairman of the board. The proposal is supported by shareholders representing approximately 30% of the share capital and the votes in Framfab AB. Appointment of the nomination committee (Item 14) Representatives for some of the larger shareholders propose that Mr.Gunnar Ek of the Swedish Shareholders’ Association is elected chairman of the nomination committee, and that the following persons form part of the committee: Mr. Fred Mulder chairman of LB Icon AB, Mr. Sven Skarendahl chairman of the Company and Mr. Markus Winkler, chairman of Vermoegensverwaltungs-Gesellschaft Zurich (VGZ). Resolution concerning alteration of the articles of association (Item 15) The board proposes that the shareholders meeting resolves to alter the articles of association due to the implementation of the new Swedish Companies Act and the Company´s decision to be influenced by the Swedish Code of Corporate Governance. The proposal mainly implies that the provision of the nominal amount of the shares will be replaced with a provision of a lowest and highest number of shares in the Company, deletion of the provision of who is entitled to receive dividends and some alterations of editorial character. The proposed articles of association will be provided in the board of directors’ complete proposal (please see item “Other matters” below). Resolution regarding issue of shares against set-off for payment of the first earn-out amount due to the acquisition of Oyster Partners Limited (Item 16) In accordance with a Share Purchase Agreement as of 9 May 2005, the Company has acquired all the shares in Oyster Partners Limited, a company duly registered in the U.K. According to the share purchase agreement Framfab shall pay an additional purchase price, the earn-out amount, in two payments. The first earn-out amount shall be paid during 2006 with newly issued shares in Framfab. The earn-out amount for 2006 amounts to 3 million GBP. The board proposes that the meeting, with deviation from the shareholders preferential right, decides to increase the share capital of the Company with up to SEK 2,200,232 through an issue of up to 44,004,631 new shares at a subscription price of SEK 0.95. The sellers who according to the Share Purchase Agreement of 9 May 2005 have the right to the first earn-out amount shall have the right to subscribe for the shares. Payment for the shares shall be made by set-off against the sellers´ claim on the Company for the first earn-out amount. The proposal deviates from the shareholders´ preferential right in order to fulfil the Company’s obligation to the sellers. Subscription for the shares shall be made from 31 March 2006 to 10 April 2006. Payment for the shares shall be considered made in connection with subscription. The new shares shall entitle to dividends immediately. The dilution effect, if all the shares are subscribed for, corresponds to approximately 3,54% of the shares and votes after full dilution. The payment of the earn-out amount means that employees in the Company, which implies that this resolution must be supported by shareholders representing at least nine tenths of the votes cast as well as nine tenths of the shares, represented at the meeting to be valid. Resolution regarding authorisation for the board to issue instruments of debt consisting of detachable subscription options (Item 17) At the annual general meeting held on March 25, 2004 it was resolved to issue up to 6,000,000 purchase options (employee stock options) in accordance with the global option plan adopted by an extraordinary general meeting on October 11, 2000. To date, the Company has issued 2,700,000 of these warrants. To enable the issue of the remaining 3,300,000 warrants the board proposes that the meeting authorises the board, at one or several occasions during the period until the next Annual General Meeting, to issue up to 3,300,000 warrants. With deviation from the shareholders´ preferential wholly owned subsidiaries within the Group shall be entitled to subscribe for the warrants. The purpose of the deviation from the shareholders´ preferential right is to ensure the fulfilment of the commitment in accordance with the abovementioned stock option program and to cover administration and tax costs. If fully exercised, the authorization will dilute the total capital and votes by approximately 0,27%. To be valid, this resolution must be supported by shareholders representing two thirds of the votes cast as well as two thirds the shares represented at the meeting. Other matters The accounting records and the auditor’s reports, along with the board’s complete proposal including the new articles of association, will be available at the Company’s office at Krukmakargatan 37A in Stockholm, phone number +46 8 41 00 10 39, as of 16 March 2006 and will be sent by e-mail to shareholders on request. Stockholm, March 2006 Framfab AB (publ)