Notification to attend Annual General Meeting
The shareholders of Acando AB (publ) are hereby convened to the Annual General Meeting of Shareholders (AGM) to be held at 3pm on Monday, 27 April 2009 at Salén Konferens & Matsalar, Norrlandsgatan 15, Stockholm, Sweden.
Notification of intention to attend, and related items
Shareholders who wish to attend the AGM must
• be listed in the register of shareholders maintained by Euroclear Sweden AB (previously VPC AB) no later than Tuesday, 21 April 2009;
• and notify the Company of their intention to attend the AGM at the latest by 12 noon on Tuesday, 21 April 2009.
Notification of intention to attend may be made by one of the following ways:
• by telephone to +46 (0)8-699 70 00, weekdays 08.00-17.00 hrs
• by fax to +46 (0)8-699 70 22
• y post to: Acando AB, Box 5528, SE-114 85 Stockholm, Sweden
• via Acando's website: www.acando.com.
Notifications must include the shareholder's name, address, telephone number, personal ID number or corporate registration number, as well as the names of any assistants.
Shareholders represented by proxy must enclose a power of attorney for the proxy together with the notification to attend. Persons who represent a legal entity must produce a copy of the certificate of incorporation or similar document that states the company's authorised signatories.
Shareholders whose shares are registered with a trustee (through bank notary or other administrator) must ensure that they be temporarily entered in the register of shareholders held by Euroclear Sweden AB should they wish to exercise their voting rights at the AGM. Shareholders must inform their trustee of such well before 21 April 2009, date by which such temporary registration must be completed.
PROPOSED AGENDA
1. Election of chairman of the meeting.
2. Establishment and approval of a voting list.
3. Election of one or two persons to check and sign the minutes.
4. Approval of the agenda.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual accounts, the consolidated accounts and their respective audit reports, as well as the managing director’s report.
7. Resolutions in respect of:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) Appropriation of the Company's profits according to the adopted balance sheet, and determination of the record date for payment of a dividend;
c) Discharge from liability for the members of the board of directors and the managing director.
8. Determination of number of board members and deputies.
9. Determination of remuneration of board members and the auditors.
10. Details of board-member candidates' positions in other companies, as well as election of board members and deputies.
11. Election of chairman of the board.
12. Determination of policy for the election of members of the nominating committee.
13. Resolution to authorise the board to adopt a new share issue.
14. Resolution to authorise the board to resolve the repurchase and transfer of own shares.
15. Proposal of the board regarding guidelines for the remuneration of senior executives.
16. Resolution concerning a share savings program 2009
a) Introduction of a share savings program 2009;
b) That the transfer of already acquired own class B shares may take place;
c) Should the AGM not adopt the above item b), that an equity swap agreement be entered into with a third party.
17 Resolution concerning the board's proposed amendments to the Articles of Association.
18 Closing of the meeting.
PROPOSED RESOLUTIONS
Proposed chairman of the AGM, number of board members, remuneration, as well as election of board members and board chairman (items 1, 8, 9, 10 and 11)
The following proposals have been prepared by the Company's nominating committee composed of Börje Bengtsson (chairman), Erik Sjöström and Ulf J Johansson.
The nominating committee proposes the following:
• That the chairman of the AGM be Ulf J Johansson;
• That there be six board members elected by the AGM, without any deputies;
• That the remuneration of external board members be set at SEK 1,650,000 of which the chairman shall receive SEK 500,000 and the other members shall each receive SEK 200,000. The board shall also dispose of SEK 150,000 to be divided equally among committee members;
• That the remuneration of the auditors be in accordance with their agreed invoice;
• That the AGM re-elect Ulf J Johansson, Birgitta Klasén, Anders Skarin and Alf Svedulf as ordinary board members, and newly elects Magnus Groth and Åsa Landén Ericsson as ordinary board members. Magnus Groth is managing director of Studsvik AB. Åsa Landén Ericsson is board member of Enea AB and Rejlerkoncernen AB. Both Groth and Landén Ericsson are independent vis-à-vis the Company as well as vis-à-vis the Company's major shareholders.
• That the AGM appoint Ulf J Johansson as chairman of the board.
Information regarding all those proposed to be members of the board of Acando AB is available at www.acando.com.
The notification can be read in full at www.acando.com.
Documents
The annual report and audit report, as well as the board of directors' complete proposals as per items 16 and 17 above and the board of directors' statement with regard to the appropriation of profits and the auditor's statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act, as well as proxy forms, will be available at the Company's offices at Jakobsgatan 6, Stockholm, Sweden as of Monday, 13 April 2009. Shareholders who wish to have these documents sent to them by post may request such via e-mail to info@acando.com.
Stockholm, March 2009
The Board of Directors