Notice of Annual General Meeting 2009
AudioDev AB (publ)
The shareholders of AudioDev AB (publ) are hereby invited to attend the annual general meeting to be held on Thursday April 23, 2009, at 4.30 p.m. in the company offices, Kabingatan 9, Malmö, Sweden.
Entitlement to attend
To be entitled to attend the meeting you must firstly be registered as a shareholder in the company’s share register produced by Euroclear Sweden AB relating to the prevailing conditions on Friday April 17, 2009, and secondly have given the company notice of your intention to attend the meeting by Friday April 17, 2009 at 12 noon at the latest.
Shareholders who have had their shares registered to nominees must temporarily re-register them in their own name with Euroclear Sweden AB in order to be able to attend the meeting. Such registration must have been accomplished by Friday April 17, 2009 at the latest. This means that shareholders must communicate their wishes on the matter to the nominee well in advance before that date.
Notice of attendance
Notice of attendance at the meeting may be given in writing to AudioDev AB (publ), attn: Christian Hartmann, Kabingatan 9, SE-212 39 Malmö, Sweden or by telephone on +46 40-690 55 04, fax: +46 40-690 49 90, or by e-mail to christian.hartmann@audiodev.com. When registering, you must state your name, personal identity number or corporate identity number, number of shares, daytime telephone number, and, where applicable, the number of advisers (no more than two) you intend bringing to the meeting. If shareholders intend being represented at the meeting, a power of attorney along with other proof of authority documents should be enclosed with the application. Proxy forms are available upon request.
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of a person to check the minutes
6. Determination that the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report as well as the consolidated accounts and auditor’s report on the consolidated accounts
8. The Managing Director's report on the operations
9. Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
10. Disposition of the company’s profits in accordance with the balance sheet adopted
11. Discharge of the Board of Directors and the Managing Director from liability
12. Determination of the number of directors and deputy directors
13. Determination of remuneration to the Board of Directors
14. Election of Board of Directors and Chairman of the Board of Directors
15. The Board's proposal for a decision on guidelines for remuneration to leading officials
16. Appointment of a nomination committee
17. Closing of the meeting
Dividend (item 10)
The Board has proposed that no dividend is to be paid.
Board etc. (items 2, 12, 13 and 14)
The company has been notified that shareholders that represent over 50 % of all votes in the company will be supporting the following proposals:
Chairman of the meeting: Peter Oscarsson
Board Members: re-election of Jan Barchan, Göran Barsby, Sigrun Hjelmquist, Per Ludvigsson and Thomas Vonheim
Chairman of the Board: Jan Barchan
Directors' fees: SEK 800,000, of which SEK 200,000 to the Chairman of the Board and SEK 150,000 each to other Board Members.
The Board's proposal for a decision on guidelines for remuneration to leading officials (item 15) The Board's proposal, which includes guidelines with respect to salaries, pension and other terms of employment for leading officials, are detailed in the Directors' Report in the company's annual report.
Appointment of an election committee (item 16)
The shareholder Briban Invest AB has proposed that the general meeting assigns the chairman of the board of directors to, based on the share ownership at the end of September 2008, convene an election committee composed by one representative from each of the three largest shareholders in the company in terms of voting power. The names of the members of the election committee shall be published in the interim report for the third quarter. The election committee shall have the same responsibilities as suggested by Swedish legislation for corporate governance.
The nomination committee shall remain until the next nomination committee has been appointed. Should a member of the nomination committee cease to represent one of the largest shareholders in the company or resign, the nomination committee shall be entitled to replace such member with another representative of the largest shareholders.
Documentation etc.
The annual report and auditors' report as well as other decision data are made available at the company and on its website, www.audiodev.com, at least two weeks before the Annual General Meeting and are distributed to shareholders who have requested copies and have given their postal address.
In AudioDev AB there are in total 16,716,500 shares, whereof 600,000 shares of series A and 16,116,500 shares of series B. These shares carry in total 22,116,500 votes.