Capio annual general meeting

CAPIO ANNUAL GENERAL MEETING The shareholders of Capio AB (publ), Swedish corporate identity number 556518-9692, are hereby summoned to the Annual General Meeting on 27 March 2001 at 16.00 in the Aniara Room at Burgårdens Conference Centre at Skånegatan 20 in Gothenburg. Meeting language: Swedish. The centre will open for registration at 15.15. The right to take part in the AGM Shareholders wishing to take part in the AGM shall be registered as shareholders in the shareholders' register kept by VPC AB (the Swedish Securities Register Centre) by 16 March 2001 at the latest. Shareholders whose shares are nominee-registered must, in order to be entitled to take part in the AGM, temporarily register the shares in the shareholders' register kept by VPC. Shareholders should notify the nominees of this well in advance of 16 March. Shareholders who are represented by representatives shall issue a power of attorney to the representative. If the power of attorney is issued for a legal entity, a verified copy of a certificate of incorporation that is no older than one year for the legal entity in question must be enclosed. The original copy of the power of attorney and of any certificate of incorporation must be sent to Capio AB at the address below well in advance of the AGM. Applications to attend the meeting Applications to attend the meeting must have been received by Capio AB no later than 20 March 2001 at 16.00. Applications are to be made to Capio AB, Box 5034, SE-402 21 Gothenburg, tel. +46 31 732 40 86, +46 31 732 40 02, fax +46 31 732 40 99, e-mail bolagsstamma@capio.se or www.capio.se. Each application should specify the name, Swedish civic registration number/Swedish corporate identity number, the address and the telephone number. Applications will be confirmed by post after 21 March. The confirmation should be brought to the AGM. Dividend The Board of Directors proposes that no dividend should be paid for 2000. Proposal for the election of the Board The interim nomination committee of Capio AB has informed the company that it is proposing the re-election of Roger Holtback, Chairman, and of Jan Blomberg, Krister Hertzen, Lars Ingelmark, Olle GP Isaksson and Monica Lindstedt. The nomination committee proposes that the fee to the Chairman of the Board be raised from SEK 280,000 to SEK 300,000, while the fees to other members of the Board elected by the AGM remain unchanged, i.e. SEK 140,000. Agenda 1. Official 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 persons to check the Minutes. 6. Determination of whether the Meeting has been duly convened. 7. Speech by the President. 8. Presentation of the Annual Report, the Consolidated Accounts and the Auditors' Report for the 2000 financial year. 9. Resolution regarding the adoption of the Consolidated and the Parent Company's Income Statement and Balance Sheet for the 2000 financial year. 10. Resolution regarding the allocation of the company's profit in accordance with the adopted Balance Sheet. 11. Resolution regarding discharge from liability for the Members of the Board and the President. 12. Determination of the number of members and deputy members of the Board. 13. Determination of the fees to the Board of Directors. 14. Determination of the fees to the auditors. 15. Election of Board Members. 16. The Board of Directors proposes a change to § 8, section 2 of the Articles of Association, so that it reads as follows: "The summons to the Annual General Meeting and other notices to the shareholders shall be issued by means of a notice in the Official Swedish Gazette (Post och Inrikes Tidningar) and in three other national dailies". 17. The Board of Directors proposes that the AGM should authorise the Board to pass decisions on one or more occasion over the period until the next AGM : i) concerning the acquisition of a maximum of ten (10) per cent of the company's existing shares at any point in time, in the event of which acquisitions may be made on one or more occasion on a stock exchange or other official market place, or via an offer to acquire shares addressed to the shareholders. ii) concerning the transfer of shares acquired in accordance with i), which may be performed on a stock exchange or other official market place, or in other ways than via a stock exchange or other official market place, with or without the observance of preferential shareholders' rights, and that the shares can be paid for by means other than cash. The objective of the above buy-back possibility is mainly to allow the Board of Directors greater scope of action in the acquisition of new companies. The Board of Directors' proposals for resolutions will be available in its entirety at Capio from13 March 2001. 18. Nomination committee a) The issue of the formation of a nomination committee for nominating the Board of Directors ahead of the 2002 AGM b) Determination of the number of members in the nomination committee c) Election of members to the nomination committee 19. Other matters. 20. Official closing of the Meeting. Gothenburg February 2001 CAPIO AB (publ) The Board of Directors ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/02/23/20010223BIT00870/bit0002.doc http://www.bit.se/bitonline/2001/02/23/20010223BIT00870/bit0002.pdf