Notice to attend Extraordinary General Meeting in Scribona AB (publ)

​The shareholders in Scribona AB (publ) are given notice to attend the extraordinary general meeting which will take place on Monday 15 October 2010, at 2:00 p.m., at the conference facility Maskinrummet at the Nordic Sea Hotel, Vasaplan 4, in Stockholm, Sweden.

Right to participate
Shareholders who wish to participate in the annual general meeting must:

•        be entered in the register of shareholders maintained by Euroclear Sweden AB by Monday 11 October 2010, and

•        provide notification of intention to participate to Scribona AB (publ), Vasagatan 38, SE-111 20 Stockholm,

Sweden, in writing or by telephone +46 (0)73-7193670, or by e-mail to info@scribona.se no later than 4:00 p.m. on Monday 11 October 2010. The shareholder shall in the notification include name, personal/corporate identity number, address, telephone number and possible advisors. In case of participation by proxy, the proxy should be submitted together with the notification to participate in the annual general meeting. A template proxy form is held available on the company’s home page www.scribona.com. To order a template proxy form, the same address, telephone number and e-mail as above apply.

Registration
Shareholders who have registered their shares with a securities institution or corresponding foreign institution must in order to be able to exercise their voting rights at the Annual General Meeting temporarily re-register the shares in their own names. Shareholder who wish to request such re-registration must notify its institution well in advance of Monday 11 October 2010, when the registration must be completed.

Proposed agenda 

1.      Opening of the meeting.

2.      Election of a chairman to preside over the meeting.

3.      Drawing up and approval of the voting list.

4.      Approval of the agenda.

5.      Election of two persons, in addition to the chairman, to verify the minutes.

6.      Decision as to whether the meeting has been duly convened.

7.      Board proposal regarding changes to the articles of association, comprising change of the company’s name and change of the lower limit for the number of board members.

8.      Decision regarding the number of board members and deputies.

9.      Board proposal regarding the sale of 30% of the share capital and votes in Catella Capital Intressenter AB to a partnership controlled by leading employees in the Catella Capital group.

10.    Board proposal regarding the transfer of the assets in Catella Corporate Finance AB to two partnerships (Sw. handelsbolag) controlled by 35 per cent by leading employees in the Catella Corporate Finance group through a partnership and by 65 per cent by Scribona Nordic AB.

11.    Board proposal regarding the introduction of a nominating committee.

12.    Adjournment of the Meeting.

Item 2. Election of a chairman to preside over the meeting.
The company’s two largest shareholders, CA-Plusinvest AB and Bronsstädet AB, propose that attorney Björn Edgren shall be appointed as chairman of the meeting. 

Item 7. Board proposal regarding changes to the articles of association, comprising change of the company’s name and change of the lower limit for the number of board members.
The board proposes that the Articles of Association shall be changed in so far as the company’s name is changed to Catella AB (publ). Accordingly, Scribona AB (publ) changes its name to Catella AB (publ). The intention to change the name has previously been announced to the market through a press release in connection with Scribona Nordic AB’s acquisition of CFA Partners AB, which company at that point in time had the right to acquire Catella AB.

Further, the board proposes that the articles of association shall be changed in so far as the number of board members shall be at least four and no more than ten with no more than two deputies.

Item 8. Decision regarding the number of board members and deputies.
The company’s two largest shareholders, CA-Plusinvest AB and Bronsstädet AB, propose that the board shall consist of four board members and no deputies until the next annual general meeting.

Item 9. Board proposal regarding the sale of 30% of the share capital and votes in Catella Capital Intressenter AB to a partnership controlled by leading employees in the Catella Capital group.
As part of Scribona’s acquisition of Catella there was a conditioned agreement on joint ownership with leading employees in the Catella Capital group based on a verified market value in connection with the acquisition of the entire Catella group. The rationale for the sale is to further strengthen the ties between the key persons and the business they are active in. This sale is in line with previously issued warrants to leading employees and other key persons in the Catella group.

The resolution of the extraordinary general meeting regarding sale of 30 per cent of the share capital and votes in Catella Capital Intressenter AB to a partnership controlled by leading employees in the Catella Capital group is valid only if shareholders representing at least 90 per cent of the casted votes as well as the represented shares at the general meeting support the resolution.

Item 10. Board proposal regarding the transfer of the assets in Catella Corporate Finance AB to two partnerships (Sw. handelsbolag) controlled by 35 per cent by leading employees in the Catella Corporate Finance group through a partnership and by 65 per cent by Scribona Nordic AB.
As part of Scribona’s acquisition of Catella there was a conditioned agreement on joint ownership with leading employees in the Catella Corporate Finance group based on a verified market value in connection with the acquisition of the entire Catella group. One of the motives for the sale is to further strengthen the ties between the key persons and the business they are active in. This sale is in line with previously issued warrants to leading employees and other key persons in the Catella group. The second motive for the sale is that Scribona Nordic AB has the possibility to use existing loss carry forward (Sw. förlustavdrag) against future profits generated in Catella Corporate Finance’s business which is transferred at market price to the jointly owned partnerships.  

Item 11. Board proposal regarding the introduction of a nominating committee.
The company’s three largest shareholders will appoint three persons to constitute the nominating committee. The members of the nominating committee will be announced three months prior to the annual general meeting.

Number of shares and votes

The company has on 11 October 2010 a total of 81,698,572 shares of which 2,530,555 are of series A (each

carrying five votes) and 79,168,017 are of series B (each carrying one vote), corresponding to a total of

91,820,792 votes, and 30,000,000 issued share warrants (which do not entitling holders to any votes).

Stockholm, September 2010

THE BOARD OF DIRECTORS

For additional information contact:
Johan Ericsson, CEO, phone: +46-(0)70 544 00 00

Visit also: www.scribona.com

Scribona is listed on First North and Remium AB, 08-454 32 00, is the company´s Certified Adviser.