NOTICE OF EXTRAORDINARY GENERAL MEETING OF AB GEVEKO
Shareholders in AB Geveko are herewith notified that an Extraordinary General Meeting will be held on August 28 2012 at 16.00 p.m. in the head office of the company, Marieholmsgatan 36, Göteborg, Sweden.
NOTIFICATION
Shareholders who wish to participate in the Extraordinary General Meeting (EGM)
- shall be registered in the register of shareholders maintained by Euroclear
Sweden AB by August 22 2012, and
- shall notify the company of their intention to participate no later than August 21 2012.
The notification can be made in writing to the company at AB Geveko, Box 2137, SE-403 13 Göteborg, Sweden, by fax +46 31 711 88 66 and by e-mail info@geveko.se or by phoning +46 31 17 29 45. Shareholders bringing advisors shall state how many (maximum two).
Shareholders whose shares are registered in the names of nominees must have their shares temporarily re-registered in their own name in order to be entitled to participate in the EGM. Such temporary re-registration should be completed well in advance of August 22 2012 with the bank or brokerage in whose name the shares are registered.
Shareholders who are represented by proxies shall issue a proxy for the person in question. If the proxy is issued by a legal entity a verified copy of certificate of registration shall be enclosed. The proxy must not be more than one year old. Originals of proxy forms and certificates of registration, if any, should reach the company well in advance of the EGM. The company provides proxy forms at www.geveko.com.
PROPOSED AGENDA
1. Opening of Meeting.
2. Election of chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of two persons to check and approve the minutes together with the chairman.
6. Determination of whether the Meeting has been duly convened.
7. Resolution concerning divestment of the contracting companies in Czech Republic and Slovakia.
8. Closing of the Meeting.
PROPOSAL
The Board’s proposal for resolution according to Item 7
(The proposal entails decision at General Meeting according to Chapter 16 §§ 1, 4 and 5 Companies Act)
Several years of negative growth in the markets of Central and Eastern Europe resulted in the decision by the Board in December 2011 to divest loss-making contracting businesses in 2012. The decision covers companies in Romania, Poland, the Czech Republic and Slovakia. Proceeds from divestment of these businesses will reduce capital requirements and improve long-term profitability.
The Board proposes that the Extraordinary General Meeting approves the Board’s decision on disposal of the subsidiary Cleanosol’s subidiaries Superco sro, Czech Republic and Osfer sro, Slovakia. Buyers are related parties. The purchase price is 1 euro for Superco sro, Czech Republic and 300 000 euro for Osfer sro, Slovakia.
Number of shares and votes
The total number of shares in issue is 16 878 132 of which 2 880 000 are Series “A” shares and 13 998 132 are Series “B” shares. Each Series “A” share carry one vote and each “B” share 1/10th of a vote. The total number of votes are 4,279,813,2.
Other information
The Board’s proposal for resolution according to Item 7 will be available to the shareholders at the head office of the company, Marieholmsgatan 36, Göteborg, Sweden, telephone +46 31 172945 and on the company website www.geveko.com. A copy of the proposal will be sent without charge upon the request from a shareholder.
Extraordinary General Meeting programme
15.00 p.m. Doors open
16.00 p.m. EGM opens
Göteborg, Sweden, August 2012
AB GEVEKO (publ)
The Board
AB GEVEKO (plc) Co Reg. No.: 556024-6844
P.O. Box 2137, SE-403 13 Göteborg, Sweden, Phone +46 31 172945
info@geveko.se www.geveko.se