NOTICE OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS IN BOSS MEDIA AB (PUBL) TO BE HELD ON THE 9th OF MAY 2005 IN VÄXJÖ
The shareholders in Boss Media AB (publ), 556400-0353, are hereby called to the annual general meeting of the shareholders to be held on Monday the 9th of May 2005 at 16:00 in Filmstaden, address Oxtorget 10 in Växjö. Registration will begin at 15:15. Right to participate in the meeting Shareholders wishing to participate in the shareholders' meeting are to: - be registered as owner in the printout of the share register that VPC AB generates as per Friday, the 29th of April 2005 (see under heading nominee registered shares below), - have notified the company of their intention to participate in the meeting at the address Boss Media AB, Box 3243, 350 53 Växjö, Sweden, via the company's internet home page www.bossmedia.se, by telephone 0470-70 30 00, by facsimile 0470-70 30 50 or by e-mail to bolagsstamma@bossmedia.se at the latest by Friday, May 6, 2005 at 16:00. Nominee registered shares Shareholders, whose shares are registered in the name of a nominee, must, in addition, in order to have the right to participate in the shareholders' meeting, temporarily re-register the shares in their own name in the share register held by VPC AB for the company. Shareholders wishing such a re-registration must notify the nominee as to this in due time prior to Friday, April 29, 2005, by when such registration must be effected in order to be considered in the share-holder register for the shareholders' meeting which VPC AB generates as per the named day. Proxies etc. Shareholders’ rights at the shareholders’ meeting may be exercised by proxy. The power of attorney is to be in writing and may not be more than twelve months old. It is to be dated and signed. The power of attorney in its original is to be submitted in due time prior to the share-holders' meeting to the company at the above address. Further, the proxy for a legal person shall also provide a verified copy of the certificate of registration or comparable documents of authorization. Shareholders or proxies for shareholders may take to the shareholders' meeting at the most two assistants. An assistant to a shareholder may only be taken to the shareholders' meeting if the shareholder has notified the company of the number of assistants in the manner stated above for the registration as to the shareholder's participation. 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 board of directors’ proposed agenda. 5. Election of one or two attesters. 6. Determination as to whether the shareholders' meeting was duly convened. 7. Presentation of the annual accounts and the auditors’ report as well as the consolidated accounts and the auditors’ report of the consolidated accounts. 8. Presentation by the managing director. 9. Resolution as to a) The approval of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet, b) The dispositions with respect to the company's profits in accordance with the adopted balance sheet as well as c) The release of liability for the board members and the managing director. 10. Decision as to the number of board members and deputies. 11. Approval as to the fees for the board of directors and auditors. 12. Election of the board of directors and, if applicable, deputies. 13. Election of the election committee (Sw Valberedning). 14. Other matters. 15. Closing of the shareholders' meeting. Proposal of the board of directors Paragraph 9 b); Dividends The board of directors proposes that no dividends with respect to the financial year 2004 be issued. Proposal of the nomination committee The company's nomination committee, consisting of the chairman of the board of directors, Björn Nordstrand, Sten Thunberg, appointed upon the suggestion of Sveriges Aktiesparares Riksförbund as well as Jan Westholm, appointed by the company's largest owner Medströms AB, has submitted the following proposal: Paragraph 2; Election of the chairman for the meeting Björn Nordstrand is proposed to be appointed as the chairman for the meeting. Paragraph 10; Number of board members The number of board members for the period up to the next annual general meeting of the shareholders is proposed to be five (5) ordinary board members and no deputies. Paragraph 11; Fees for the board of directors and auditors The fees for the board of directors are proposed to be paid in a total of SEK 700 000 (for the pre-ceding year it was SEK 700 000) to be distributed with SEK 500 000 between the board members who are not employees in the company and SEK 200 000 to the chairman. The fees to the auditors are proposed as in the prior year to be paid in accordance with current fee principles for auditors. Paragraph 12; Election of the board of directors The re-election of Björn Nordstrand, Per Thunander, Jan Westholm and Thore Ohlsson is proposed as well as the new election of Meg Tivéus. Information concerning the proposed new board member Meg Tivéus is accessible at the company's internet home page. The present board member Peter Levin has declined re-election. It is proposed that Björn Nordstrand be appointed as the chairman of the board of directors. Paragraph 13; Election of the election committee (Sw Valberedning) It has been proposed that the chairman of the board of directors (convener) will contact the three largest shareholders in the company as per September 30, 2005, wherewith these share-holders each will appoint one (1) representative, that together with the chairman of the board of directors, will constitute the election committee for the period up to the next annual general meeting of the shareholders has been held or upon need before a new election committee has been elected. The election committee is to internally appoint a chairman (the chairman of the board of directors or other board members may not be appointed as the election committee's chairman). In the event one of the three largest shareholders chooses to refrain from their right to appoint a representative in the election committee, the right transfers to the shareholder who after the shareholder concerned has the largest share ownership. In the event a member in the election committee leaves prematurely, if so is assessed to be necessary, a replacement is to be appointed by the same shareholder who appointed the departing member or if this shareholder no longer belongs to the three largest shareholders, by the shareholder, which from a size perspective stands next in line. The composition of the election committee is to be published on the company's internet home page at the latest six months prior to the forthcoming annual general meeting of the shareholders. The election committee's duties are that prior to the forthcoming meeting of the shareholders, to submit a proposal with respect to the number of board members which are to be elected by the shareholders' meeting, the fees for the board of directors, the composition of the board of directors, the chairman of the board of directors, the chairman for the meeting of the share-holders as well as, if applicable, the election of auditors and the fees for the auditors. Shareholders representing approximately 13 % of the shares and votes in the company have given notice that they intend to vote in favour of the nomination committee's proposal in accordance with the above. The financial documents etc. The financial documents and the auditors’ report will be held accessible for the shareholders at the company's offices at Honnörsgatan 2 in Växjö from April 25, 2005, and will be sent to those shareholders so requesting and giving their address. Växjö in April 2005 Boss Media AB (publ) Board of Directors