ADDTECH AB: NOTICE CALLING ANNUAL GENERAL MEETING OF THE SHAREHOLDERS IN ADDTECH AB (PUBL)
Shareholders who wish to participate in the proceedings of the General Meeting of Shareholders:
(a) must be recorded in their own name in the share register maintained by the Securities Register Centre (VPC AB) not later than by August 9, 2002, and;
(b) file notice of their desire to attend not later than 3:00 p.m., Thursday, August 15, 2002 under address Addtech AB (publ), P.O. Box 508, SE-169 29 Solna, Sweden, by telephone
+46-8-470 49 00, fax +46-8-470 49 01, or by e-mail firstname.lastname@example.org.
In order to exercise their voting rights, shareholders whose shares are registered in the name of a bank's trust department, or in the name of a stockbroker as nominee, must temporarily register their shares in their own name. Such registration must be completed not later than by Friday, August 9, 2002.
1. Opening of the Meeting.
2. Election of Chairman to preside over the Meeting.
3. Compilation and approval of Electoral Register.
4. Approval of the agenda proposed by the Board of Directors for the Meeting.
5. Election of one or two persons to approve the Minutes to be taken at the Meeting.
6. Determination of whether or not the Meeting has been duly called.
7. Presentation of the Annual Accounts and the Audit Report, and the consolidated financial statements and the consolidated audit report.
8. Address of the President.
a) on adoption of the Statement of Income and the Balance Sheet, and of the Consolidated Statement of Income;
b) on allocation of the Company´s earnings according to the duly adopted Balance Sheet; and,
c) on discharge from liability for the members of the Board of Directors and the President.
10. Determination of the number of directors and deputy directors.
11. Ratification of fees for the Board of Directors and the Auditors.
12. Election of Directors and, possibly, deputy directors.
13. Proposal of the Board of Directors for authorization for the Board of Directors to decide on buy-back and conveyance of the Company´s own shares.
14. Other issues.
Proposed resolutions of the Board of Directors
Item 9 Cash dividend and record day
The Board of Directors proposes a dividend of SEK 1.20 per share and Friday, August 23, 2002 as record day for receiving dividend. Subject to the Meeting´s approval of this proposal, the dividend is expected to be remitted by VPC August 28, 2002 to shareholders of record on the record day.
Item 13 Authorization for the Board of Directors to decide on buy-back and conveyance of the Company´s own shares
The Board of Directors proposes that the Annual General Meeting passes a resolution authorizing the Board of Directors to decide - during the period until the next following regularly scheduled annual general meeting - to buy back the maximum number of class B shares whereby the Company´s holding of its own shares would not exceed 10 percent of the number of shares outstanding from time to time. Purchases shall be effected over the Stockholm Stock Exchange at the price quoted at the time of purchase.
The Board of Directors further proposes that the Annual General Meeting authorizes the Board of Directors - during the period until the next following regularly scheduled annual general meeting - to sell its own shares held in treasury in conjunction with future acquisitions of companies or businesses in ways other than over the Stockholm Stock Exchange. The authorization may be exercised on one or more occasions and includes any and all shares held in treasury by the Company at the time of the resolution of the Board of Directors. The authorization includes a right to decide on a departure from the preferential right of shareholders and that payment may be effected in forms other than money.
The purpose of the buy-back is to provide the Board of Directors with an additional instrument to use in working with the Company´s capital structure, and to enable the Company to pay for acquisitions using the Company´s own shares. Holdings of shares in treasury also secures the Company´s undertaking according to the option program for members of senior management approved by the general meeting of shareholders held December 17, 2001.
The complete proposal of the Board of Directors will be available for inspection at the offices of the Company from August 6, 2002 and will be mailed to shareholders who so request and provide their mailing address.
Other proposed resolutions
The following proposals have the support of major shareholders in Addtech AB:
Item 10 Determination of the number of directors and deputy directors
Five regular directors and no deputy directors.
Item 11 Determination of fees to the Board of Directors and the Auditors
Directors fees of SEK 800 000 to be distributed as determined by the Board of Directors.
Audit fees will be paid pursuant to approved invoice.
Item 12 Election of directors
Re-election of directors Roger Bergqvist, Anders Börjesson, Tom Hedelius, Urban Jansson and Lars Spongberg.
Stockholm, July 2002
Board of Directors
For further information, contact:
Kennet Göransson, CFO, Addtech AB, +46-8-470 49 10