Notice of Annual General Meeting of Genovis AB (publ)
Shareholders of GENOVIS AB (publ) are hereby invited to attend the Annual General Meeting on Thursday, April 17, 2008 at 5 p.m. at IDEON, the Nils Alwall room in Gammahuset, Sölvegatan 41 in Lund.
Proposed agenda
1. Opening of the meeting.
2. Election of chairman for the meeting.
3. Preparation and approval of voting list.
4. Election of one or two people to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors' report.
8. The president's speech, after which shareholders will have the opportunity to ask questions of the president, chairman of the board and the auditor
9. Resolutions
a) Adoption of the Income Statement and Balance Sheet
b) Appropriation of the Company's profit or loss according to the adopted balance sheet
c) Discharge from liability for the directors and the President.
10. Determination of the number of members and deputy members of the Board of Directors to be elected by the Meeting
11. Determination of fee be paid to the Board of Directors.
12. Determination of remuneration to the auditor.
13. Election of Directors and Chairman of the Board of Directors
14. Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
15. The Board of Directors proposes that the general meeting resolve to delete sections 6 and 7 of the Articles of Association in their entirety.
16. The Board of Director's proposal for remuneration guidelines for senior executives.
17. The Board of Director's proposal for issuance of warrants with the right to subscribe to new shares
18. Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
19. Adjournment of the Annual General Meeting.
Proposed resolutions
Election of Board etc (items 2, 10, 11, 12, 13 and 14)
The Nomination Committee's complete proposal will be available at the Company as of April 3, 2008.
The Board of Directors proposes that the general meeting resolve to delete sections 6 and 7 of the Articles of Association in their entirety. (item 15)
The Board of Directors proposes to the Annual General Meeting that it should only be possible to issue one class of shares and recommends that sections 6 and 7 of the Articles of Association should be deleted in their entirety.
The Board of Director's proposal for remuneration guidelines for senior executives. (item 16)
The Board of Directors proposes guidelines that are in agreement with the guidelines adopted by the 2007 Annual General Meeting in which the basic principle is that remuneration and other terms of employment for the management and the chief executive officer will be competitive to ensure that Genovis AB can attract and retain senior executives. The complete proposal is available at the company's office.
The Board of Director's proposal for issuance of warrants with the right to subscribe to new shares (item 17)
According to the Board of Directors' proposal a maximum of 260,000 warrants will be issued and a market premium be transferred to senior executives, other employees and future key individuals at Genovis AB.
Notification of purchase shall be made between April 24 and May 8, 2008.
One warrant may used for subscription to one Class B share in Genovis AB during the period February 28, 2012 – May 31, 2012 for a redemption price of 200 percent of the average of the highest and lowest price paid for Genovis Class B shares, listed on First North, for each trading day during the period between April 18 and May 2, 2008.
A market premium will be paid for the warrants, calculated in accordance with Black & Scholes option valuation model, based on the average of the highest and lowest price paid for Genovis Class B shares, listed on First North, for each trading day during the period between April 18 and May 2, 2008. The calculation must be carried out by an independent expert.
With full exercise of all warrants the share capital will increase by a total of SEK 104,000 through the issuance of a maximum of 260.000 shares, each with a quota value of SEK 0.40, provided that recalculation of the number of shares to which each warrant entitles the holder to subscribe to does not take place. This means that with full exercise of the proposed options the new shares will constitute 2.3 percent of outstanding shares with 1.4 percent of the voting rights, after the ongoing new share issue is implemented and fully subscribed.
The resolution of the Annual General Meeting under item [17] above is only valid if it is supported by shareholders with at least nine tenths of both the votes and shares represented at the general meeting.
The Board of Directors' complete Proposal will be available at the Company as of April 3, 2008
Participation in the annual general meeting
Shareholders who are listed in a printout of the shareholders' register produced on April 11, 2008, and have notified Genovis AB of their intention to attend the Annual General Meeting by 12 noon on April 11, 2008, at the latest are entitled to participate in the Annual General Meeting.
Registration in the register of shareholders
Genovis' shareholders' register is maintained by VPC AB (the Swedish Securities Register Center). Listings are restricted to shares registered in the owner's name. Shareholders whose shares are registered in the name of a nominee must re-register their shares in their own names in order to be entitled to participate in the Meeting. Shareholders whose shares are held in the trust department of a bank or by a brokerage firm should request that the shares be temporarily reregistered in the shareholder's name several banking days prior to April 11, 2008
Notification
Notice of intention to attend at the general meeting may be made by
• mail to GENOVIS AB (publ), IDEON Science Park, 223 70 Lund
• telephone +46 (0)46-10 12 38
• fax +46 (0)46-286 24 95
• e-mail: susanne.nykvist@genovis.com
When registering, shareholders should state their
• name/company name,
• personal identification or corporate identity number,
• address, telephone number,
• name and personal identification number of any representatives,
• name of any accompanying assistants
Documents
The annual report and auditors' report as well as the agenda with the Board of Directors' complete proposals as stated above, is available at the company from April 3, 2008 and will be sent to any shareholders upon their request.
To English speaking shareholders
The notice to attend the Annual Shareholders’ Meeting is available in English on www.genovis.com
Lund March 20, 2004
Board of Directors