The shareholders of Pricer AB (publ) are hereby notified that an Extraordinary General Meeting will be held on March 14, 2007, at 5 p.m., at Scandic Infra City, Kanalvägen 10, Upplands Väsby.
Notification of attendence
Shareholders who wish to participate in the General Meeting shall
Be recorded in the register of shareholders maintained by the Swedish Central Securities Depository & Clearing Organization, VPC AB, no later than March 8, 2007,
and must notify the company of their intention to participate in the General Meeting not later than 4 p.m. on Friday, March 9, 2007, at the address: Pricer AB (publ), Bergkällavägen 20-22, 192 79 Sollentuna or by telephone +46 (0)8-505 582 00 or by fax +46 (0)8-505 582 01 or by e-mail email@example.com. In the notification, please state your name, address, telephone number, personal/registration number (for Swedish citizens or companies) and shareholding.
Shareholders whose shares are nominee-registered must request that they be temporarily registered in their own names in good time before March 8, 2007, by re-registration in their own names through their nominees, in order to be entitled to attend the Meeting.
Documents giving entitlement to attend, such as proxy documents and proof of registration should, in appropriate cases, be sent in prior to the General Meeting.
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the Agenda.
5. Election of one or two persons to verify the Minutes.
6. Review of procedures to establish if the Meeting has been duly convened.
7. Statement by the President of Pricer AB.
8. Approval of the decision by the Board to issue convertible debentures.
9. Resolution regarding issue of warrants and introduction of a global incentive programme.
10. Election of a new Member of the Board.
11. Authorisation of the Managing Director to undertake formal changes in connection with registration.
12. Closing of the Meeting.
Approval of the Board’s decision to issue convertible debentures (item 8 above)
The Board of Pricer AB decided on February 19, 2007, provided approval be obtained from the General Meeting, to issue not more than 50,000 convertible debentures. The right to subscribe to the convertible debentures shall, without prior right to the shareholders, be by Straumur-Burdarás Fjárfestingabanki hf (”Straumur”). Through the loan, Pricer shall borrow not more than SEK 50,000,000. The nominal price and issue price to be SEK 1,000. The loan shall carry an interest of STIBOR 6 months with the addition of 4.5%. The interest can be capitalised in a certain way, with which the interest rate shall be increased by 1% on the capitalised portion. It shall be possible to increase the share capital by not more than SEK 10,000,000. Conversion to class B shares can be made as from registration with the Swedish Companies Registration Office until March 30, 2009 at a conversion price of 70 öre. Under certain conditions, the loan can fall due for early payment. As communicated in the statement from the Swedish Securities Council (AMN 2006:48), received by Pricer AB, Straumur will not participate in the Meeting’s resolution regarding the convertibles which are to be subscribed to by Straumur.
On the same day, the Board of Pricer AB decided to issue not more than 12,450 convertible debentures. The right to subscribe to the convertible debentures shall, without prior right to the shareholders, be by Alted AB. Through the loan, Pricer shall borrow not more than SEK 12,450,000. It shall be possible to increase the share capital by SEK 2,490,000. Otherwise, the loan shall have the same terms as for the loan given above.
The Board of Pricer AB decided on the same day to issue not more than 12,450 convertible debentures. The right to subscribe to the convertible debentures shall, without prior right to the shareholders, be by Monterro Holdings Ltd. Through the loan, Pricer shall borrow not more than SEK 12,450,000. It shall be possible to increase the share capital by SEK 2,490,000. Otherwise, the loan shall have the same terms as for the loan given above.
Pricer shall also pledge certain property to Straumur, Alted AB and Monterro Holdings Ltd as security for the loan.
The Board has found that a directed convertible debenture issue is at present the financing alternative which satisfies the Company’s capital requirements with greatest certainty, and that it is therefore to the advantage both of the Company and the shareholders.
For a valid decision, it is necessary that support at the General Meeting shall be by shareholders holding more than two-thirds both of the votes given and the shares represented at the Meeting.
Resolution regarding issue of warrants and introduction of a global incentive programme
(item 9 above)
The Board proposes that the General Meeting shall resolve to issue warrants and otherwise approve the measures given below for the introduction of a global incentive program.
The Board proposes that the General Meeting shall issue 30,000,000 warrants. Each warrant shall, during the period until June 30, 2011, give entitlement to subscription to one new class B share. The subscription price shall be 110 per cent of the last average price paid for the Company’s B share during ten trading days immediately after the day of the Extraordinary General Meeting. The right to subscribe for the warrants shall only be for the wholly-owned subsidiary company, Pricer Communication AB, and shall be used for a warrant programme in accordance with the warrant plan proposed by the Board. Full utilisation of the warrants will increase share capital by SEK 3,000,000.
In Sweden, the employees will be offered warrants at a market price established in accordance with accepted valuation principles. In order to encourage acquisition, compensation will be given to those affected. The warrants shall be freely convertible, but first refusal agreements will be entered into with employees in Sweden, according to which, the employees will be obliged to offer the warrants to those having the right of first refusal at a market price under certain conditions.
Personnel warrants will be issued to employees abroad, primarily in Israel and France. The warrants will be earned in during a period of three years, and require continued employment in the Group. The personnel warrants shall not be convertible. Terms shall be adjusted to a certain extent to conform to national legislation in order to obtain particular treatment as regards tax in each respective country, which means that the decisions may differ somewhat between countries.
The reason for derogation from the pre-emption right of shareholders is that the Company has found it appropriate to be able to offer all employees participation through a correctly weighted incentive programme, in which they will be given the opportunity to share in positive development of the Company. The existence of such a programme is also assessed to increase the possibility of attracting and retaining qualified employees.
For a valid resolution, it is required that the support of the General Meeting shall be by shareholders with over nine-tenths of the votes given and of the shares represented at the Meeting.
Election of new Board Member (item 10 above)
The Board’s Nomination Committee, consisting of Salvatore Grimaldi, Emil Sunvisson, David Goldschmidt and John Örtengren proposes that Akbar Seddigh shall be elected to the Board of Pricer AB. Akbar Seddigh is Chairman of the Board of Elekta AB, Hedson Technologies AB, Mentice AB and Ortivus AB, and Member of the Boards of, among others, Affärsstrategerna AB, Biolight International AB and Tobii Technology AB. At the same time, Margareta Norell Bergendahl has decided to leave the Board after four years as Board Member.
Documents to the General Meeting
The decision of the Board and proposals for resolutions, together with the other documents prior to the General Meeting, will be made available as from February 28, 2007. At the same time, the documents specified above will also be sent to those shareholders who request them and give their postal address. The documents will also be available on the Company’s website, www.pricer.com.
Sollentuna, February 2007
Pricer AB (publ)
The Board of Directors
For further information, please contact:
Jan Forssjö, President and CEO, Pricer AB: +46 8 505 582 00
Pricer offers solutions for more efficient and secure price information through electronic information systems to the retail industry. The Pricer system significantly improves consumer benefit and store productivity. Pricer, founded in 1991 in Uppsala, Sweden, is the leading supplier of electronic display and information systems to the retail industry.
Offering the most complete ESL solution Pricer has over 3,000 installations across three continents. Customers include many of the world’s top retailers and some of the foremost retail chains in Europe, Japan and the USA. Pricer, in co-operation with qualified partners, offers a totally integrated solution together with supplementary products, applications and services.
Pricer AB (publ) is quoted on the Nordic Small Cap list of OMX. For further information, please visit Pricer´s website. A subscription service for online news releases via e-mail is available on the website.