Notification of Cision’s Annual General Meeting
The shareholders of Cision AB (publ)
are hereby convened to the annual general meeting, Friday April 4, 2008 at 5.00 p.m. (CET) at Konferens Spårvägshallarna, Birger Jarlsgatan 57 A, Stockholm, Sweden
Shareholders who wish to participate in the annual general meeting
must
be registered in the shareholders’ register maintained by VPC AB (the Swedish Central Securities Depository & Clearing Organization) by Saturday, 29 March 2008 (however, due to the routines of VPC AB, the shareholders’ register is printed-out on Friday, 28 March 2008), and
must
notify the Company of their intention to attend the annual general meeting not later than 4 p.m. on Monday, 31 March 2008 by;
- post to Cision AB (publ), Att: Nicole Brown, 114 88 Stockholm
- e-mail to nicole.brown@cision.com,
- telephone, +46 (0)8-507 410 00, or by
- fax, +46 (0)8 507 410 25.
Upon notification, shareholders should state their name, personal- / corporate identity number, address, daytime telephone number, the number of shares held and, where applicable, representatives and advisors participating. In order to facilitate admission to the annual general meeting, the Company wishes to receive powers of attorney, certificates of incorporation and other authorizations no later than Monday, 31 March 2008. Please note that powers of attorney must be submitted in the original copy. Power of attorney forms are available for download on the website, www.cision.com.
Shareholders whose shares are registered in the name of a trustee must temporarily register their shares in their own name, in the shareholders´ register maintained by VPC AB, to be entitled to participate in the annual general meeting. This procedure, so called voting right registration, must be effected no later than 28 March 2008, which means that the shareholder must inform the nominee well in advance before this date.
Number of shares and votes
The Company has 74,544,418 shares, each representing one vote, in total 74,544,418 votes.
Proposed Agenda
1. Opening of the annual general meeting
2. Election of chairman of the annual general meeting (see below)
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the annual general meeting has been duly convened
7. Presentation of the annual report, the audit report and the consolidated financial statements and the consolidated audit report for 2007
8. The report by the CEO
9. The report by the chairman of the Board on the work of the election committee, the Board and the compensation- and audit committees
10. Resolution regarding adoption of the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet for 2007
11. Resolution regarding allocation of the company earnings in accordance with the approved balance sheet for 2007, and determination of the record date for dividends (see below)
12. Resolution regarding discharge from personal liability of the board members and the CEO for the year 2007
13. Resolution on the number of board members and deputy board members, to be elected by the annual general meeting (see below)
14. Resolution regarding remuneration to the Board, to the auditors and for committee-work (see below)
15. Election of members of the Board, chairman of the board and deputy board members, if any (see below)
16. The Board's proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management and the extent and main principles of the group’s long term incentive program (see below)
17. The Board's proposal regarding election committee (see below)
18. The Board’s proposal to issue convertible profit sharing debentures to the management (see below)
19. The Board’s proposal for authorization for the Board to decide on the Company's acquisition of its own shares (see below)
20. Closing of the annual general meeting
Resolution regarding allocation of the company earnings in accordance with the approved balance sheet for 2007, and determination of the record date for dividends (item 11)
The Board and the CEO propose that the year’s earnings of SEK 1,170,731,258 should be allocated through dividend of SEK 18,636,105 (SEK 0.25 per share) and carried forward SEK 1,152,095,153 to new account. The record date for dividends is proposed to be 9 April 2008. If the annual general meeting approves this proposal, it is estimated that VPC AB can arrange for payment of dividends on 14 April 2008.
Proposal for resolutions with respect to items 2 and 13-15
The Company’s election committee that has been formed in accordance with the resolution of the annual general meeting 2007, consisting of chairman Caroline af Ugglas (Skandia Liv), Javiera Ragnartz (Handelsbanken Kapitalförvaltning), Fredrik Juntti (Montrica Investment Management) and Anders Böös (chairman of the Board), proposes the resolutions presented below with respect to items 2 and 13-15.
The election committee proposes that Anders Böös, the chairman of the Board, is appointed chairman of the annual general meeting (item 2).
The election committee proposes that the Board should consist of eight board members, without deputy board members (item 13).
The election committee proposes the remuneration to the Board should be SEK 1,800,000 to be allocated in accordance with the following: SEK 600,000 per year to the chairman, and 200,000 per year to each of the board members that are not employed by the Company. The election committee also proposes that an extra amount of SEK 600,000 shall be paid to the chairman of the Board for 2008 as compensation for extra work in connection with the current restructuring. Furthermore, the election committee proposes remuneration to the members in the audit committee with SEK 300,000 per year, of which SEK 200,000 shall be paid to the chairman of the audit committee and remuneration to the members in the compensation committee with SEK 150,000 per year, of which SEK 100,000 shall be paid to the chairman of the compensation committee (item 14)
The election committee proposes that the fees to the auditors should bee paid in accordance wit, by the Company approved invoice (item 14).
The nomination committee proposes that Anders Böös, Pia Gideon, Ulf Ivarsson, Peter Leifland, Gunilla von Platen, Niklas Flyborg and Thomas Heilmann are re-elected as board members and that Hans-Erik Andersson is elected as board member. Hans-Erik Andersson is chairman of the Board in Semcon, chairman of DN galan, vice-chairman in the Swedish Insurance Association (SW: Svenska Försäkringsföreningen) and member of the Financial Markets Advisory Committee. Per-Eric Fylking has declined re-election. Anders Böös is proposed chairman of the Board (item 15).
The Board's proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management and the extent and main principles of the group’s long term incentive program (item 16)
The Board’s proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management is established in order to secure that the group may offer a reward system that is competitive and on market terms in order to attract and retain qualified employees.
Principles for remuneration and other terms of employment for the CEO and other members of the management
The Board propose that the annual general meeting decides upon the Board’s proposal regarding principles for remuneration and other terms of employment for the CEO and other members of the management (proposal for long term incentive program is set out in item 18). Except the specified exemption for the CEO below, the proposed principles correspond to the remuneration that has been paid previous years and is based on existing agreements between Cision AB (publ) ("the Company") and each respective member of management. The principles apply to the CEO and the members of management that report directly to the CEO (the management). The remuneration to the management shall comprise of the following parts: fixed salary, variable remuneration, pension, other benefits and long term incentive program.
Fixed salary
The fixed salary is based upon what the local market pays for a corresponding position and qualification, and is therefore a market salary. The fixed salary is renegotiated on a yearly basis.
Variable remuneration
The variable remuneration is paid in the form of a bonus. The target bonus for the management is 30 percent of the fixed salary and the maximum bonus is 50 percent of the fixed salary when performance is above expectations. The bonus is based on the achievement of financial targets (growth, margins and capital tie-up) for the region and/or the group, and the achievement of personal targets. For the CEO special conditions apply during 2008. The target bonus is 50 percent and maximum bonus is 100 percent of the fixed salary. Further, the CEO’s bonus is solely based on the Company’s underlying operating margin.
Pension
The basic principle with respect to pension arrangements shall be that the terms and conditions are on level with market terms in the country where the management member is domiciled. The retirement age for the management varies in accordance with local customs. For the CEO, the Company shall allocate an amount correspondent to 35 percent of the CEO’s pension qualifying salary for pension- and insurance solutions. All other members of the Swedish management follow the plan for supplementary pensions for salaried employees (Sw. ITP-planen) or correspondent. For others, pension allocations are made in accordance with local customs.
Other benefits
The CEO and the other members of management have the possibility to receive the customary benefits connected with their position, such as health care, medical insurance and a leasing car. Benefits vary between the countries and are based on local customs.
Long term incentive program
The Company shall have a long term incentive program based on convertible profit sharing debentures (”convertibles”). The convertibles carry interest corresponding to the dividend per share, however not less than five percent of the nominal amount of the convertibles. The convertibles are issued at market price and are therefore not connected with any costs for the Company. The convertibles are structured in order to provide incentives to the management of the Company to act in order to achieve the Company’s long term goals.
Redundancy payment
The Company and the CEO have a mutual notice period of six months. If the Company terminates the employment, the CEO is entitled to a redundancy payment equal to twelve months of fixed salary. Remuneration from a new employer or a corresponding salary from self-employment is deducted from the redundancy payment. For other members of management, the notice period varies between three to six months. For the Company, the notice period varies between three and twelve months. A number of members of management are entitled to a redundancy payment, if the Company terminates the employment, equal to between six to twelve monthly salaries.
Preparation and resolution
With respect to the CEO, the compensation committee proposes, after discussions between the chairman of the Board and the CEO, those salaries, criteria for variable remuneration and other terms of employment, which are then approved by the Board. For other members of management, the CEO proposes, after discussions with the members of management, such terms, which are then approved by the compensation committee and are reported to the Board.
The Board shall have the right to deviate from these principles if, in an individual case, there may be reasons for such decision.
The Board's proposal regarding election committee (item 17)
The Board proposes that the annual general meeting decides that the nomination process which is presently applied also will form the base of the future nomination processes. The proposal implies that the chairman of the Board contacts not less than three of the main shareholders in the Company as per 31 August. The shareholders are asked to appoint one representative each to the election committee, of which also the chairman of the Board shall be a member. The chairman of the election committee shall, if the representatives do not agree otherwise, be the representative representing the main shareholder in the Company. If any of the shareholders refrain from the right to appoint a representative, such right is transferred to the shareholder that, following these shareholders, has the largest shareholding. The election committee shall prepare a proposal to the annual general meeting with respect to election of chairman of the annual general meeting, chairman of the Board, board members and remuneration to the Board, to the auditors and for committee-work. Where appropriate, the election committee shall also prepare a proposal for appointment of the auditor. The composition of the election committee shall be announced as soon as the election committee has been elected, however six months before the annual general meeting, at the latest. The election committee will receive no remuneration, but the representatives will be compensated for customary expenses in connection to the work in the election committee.
The Board’s proposal to issue convertible profit sharing debentures to the management (issue 18)
The Board proposes that the annual general meeting resolves to take up a convertible debt of nominally SEK 20,000,000 through issuing a maximum of 700,000 convertible profit sharing debentures (”convertibles”), nominally correspondent to 113.3 percent of the volume weighted average exchange price of the Cision share during the period 24 April – 30 April 2008, whereby the share capital may be increased by not more than SEK 1,050,000. The issue price shall correspond to the nominal value and has been determined on market terms. The resolution does not require any amendment of the articles of association.
The issue will be directed to the management of the group. The purpose of deviating from the shareholders’ preferential rights is to create incentives for the management members to do their utmost for the Company. The convertibles are structured to reward the management when the Company’s long term goals are fulfilled.
Members of the management in Cision AB (publ)’s (the "Company") U.S. subsidiary, Cision US Inc, will, in line with U.S. market practice, instead of participating directly in the issue of the convertibles, participate indirectly through an option program with convertibles as underlying assets.
The terms and conditions of such options will principally correspond to the terms and conditions of the convertibles. The convertibles will be issued to the Company’s American subsidiary, Cision US Inc, which, in turn will issue the options to the U.S. management members.
The annual general meeting’s resolution is valid only if it is approved by nine tenths of the votes cast as well as shares represented at the annual general meeting. The convertibles should be subscribed for and paid not later than 12 May 2008. The Board may extend the subscription and payment period.
Each convertible shall carry an interest equal to the cash dividend paid on each of the company’s shares, however not less than an amount equal to an annual interest rate of 5 percent. The conversion rate is correspondent to the nominal amount. Conversion may be requested during the period 1 April – 30 June 2012, whereby conversion will be effected 1 July 2012. The new shares received through conversion will entitle to dividends as from and including the financial year 2012.
The Board's proposal for authorization for the Board to decide on the Company's acquisition of its own shares (item 19)
The Board proposes that the annual general meeting shall authorize the Board to, on one or several occasions, for the period until the next annual general meeting, decide upon the acquisition by the Company of its own shares to the extent that the Company's shareholding does not exceed 10 per cent of the total amount of shares in the Company. Acquisitions shall take place on the Nordic exchange and may only be made to a price within the at each time prevailing range of prices, the so-called spread which is the range between the highest purchase price and the lowest selling price. The authorization shall give the Board an increased remit/scope of operation/discretion to act in connection with their work with the capital structure of the Company. The annual general meeting’s resolution is valid only if it is approved by two third of the votes cast as well as shares represented at the annual general meeting.
Complete proposals to decisions
The election committee's full proposal to decisions in items 2, 13-15 and the Board's full proposal to decisions in items 11, 16 and 19 are as above. The Board's complete proposal with respect to the election committee (item 17) and the complete proposal to issue convertible profit sharing debentures to the management (item 18), the accounting documents and the audit report for the financial year 2007 and the Board's statement pursuant to chapter 18, section 4 of the Swedish Companies Act regarding dividend and pursuant to chapter 19, section 22 of the Swedish Companies Act regarding authorization for acquisition of shares in the Company and the auditor's statement pursuant to chapter 8, section 54 of the Swedish Companies Act regarding the compliance with the guidelines for compensation to senior management, respectively, will be available at the Company's premises as from 19 March 2008, and will be sent to shareholders that so requests stating their address. All documents referred to in this section will also as from 19 March 2008 be available on the Company's homepage, www.cision.com.
Stockholm March 2008
Cision AB (publ)
The Board of Directors
For further information, please contact:
Gunilla Rudebjer, Chief Financial Officer, phone: +46 (0)8 507 417 23, e-mail: gunilla.rudebjer@cision.com
Cision AB (publ)
SE-114 88 Stockholm, Sweden
Telephone: +46 (0)8 507 410 00
www.cision.com
Cision improves clients' performance through integrated services and software solutions for reputation and campaign management, media monitoring and research of media contacts.
Cision AB is quoted on the Nordic Exchange and has approx. 17 000 shareholders. The company has around 2,600 employees and a turnover of SEK 1.9 billion in 2007. Cision operates in the US, UK, Sweden, Canada, Germany, Norway, Finland, Denmark, Portugal, Lithuania, the Netherlands and China and has partners in another 125 countries.
www.cision.com
Every care has been taken in the translation of this interim report. In the event of discrepancies, however, the Swedish original will supersede the English translation.