Notice of the Annual General Meeting of IGE Nordic AB (publ) on 5 May 2008
Notice is hereby given of the Annual General Meeting of IGE Nordic AB (publ), 556493-3199, at 18.00 on Monday, 5 May 2008 at Ingenjörshuset at the address Malmskillnadsgatan 46 in Stockholm.
Right to participate in the Annual General Meeting
Shareholders wishing to participate in the Annual General Meeting (AGM) must:
- be entered in their own name in the transcript of the register of shareholders made by VPC AB on Monday, 28 April 2008 (see also the section on Nominee-registered shares below), and
- have notified the company of their attendance not later than 16.00 on Friday, 2 May 2008 at the following address: Kungsgatan 44, 7 tr, SE-111 35 Stockholm, or by telephone: +46 8 402 28 00, fax: +46 8 402 28 01 or e-mail: joakim.linden@igenordic.se. When notifying the company, please state your name, personal or corporate identity number, address and shareholding and the name of any representatives or assistants (no more than two assistants, however).
Nominee-registered shares
Shareholders whose shares are nominee-registered must also request a temporary entry in the register of shareholders kept by VPC AB in order to be entitled to participate in the AGM. Shareholders must notify the nominee about this well before 28 April 2008, when this entry must have been effected, in order to be taken into account in the transcript of the register of shareholders made by VPC AB on that date.
Shareholders who are registered in the Norwegian Verdipapirsentralen must request a temporary entry as shareholders in the register of shareholders kept by VPC AB in order to be entitled to participate in the AGM. In this connection, shareholders must notify DnB NOR Bank ASA about this at the following address: Verdipapirservice, Beddingen 8, NO-0021 Oslo or by fax: +47 22 94 90 20 not later than 12.00 on Thursday, 24 April 2008, so that DnB NOR Bank can ensure that an entry is made in the register of shareholders kept by VPC AB by 28 April 2008. Following the AGM, DnB NOR Bank will arrange for the shares to be re-registered in the Norwegian Verdipapirsentralen.
Representatives, etc.
The rights of shareholders during the Meeting may be exercised by an authorised representative. A power of attorney must be made in writing and not be older than twelve months. It must be dated and signed. The original power of attorney should be submitted to the company well before the AGM to the address provided above. Standard forms for powers of attorney are available from the company and from the company’s website, www.igenordic.se. Representatives for legal entities must also bring with them and present an original or a certified copy of the certificate of incorporation, or the corresponding authorisation documents.
Proposal for the agenda
1. Opening of the Meeting
2. Election of the chairman of the Meeting
3. Establishment and approval of the list of voters
4. Approval of the Board’s proposal for the agenda
5. Election of persons to countersign the minutes
6. Determining whether the Meeting has been duly convened
7. Presentation of the financial statements and the auditors’ report
8. Resolution on
a) the adoption of the income statement and the balance sheet
b) resolution on the allocation of the company’s profits in accordance with the adopted balance sheet, and
c) resolution on discharging the directors and the CEO from liability
9. Determining the number of directors and deputy directors
10. Determining the fees for the Board of Directors and the auditors
11. Election of directors and, when applicable, deputy directors
12. Resolution on guidelines for the remuneration of senior management
13. Resolution to authorise the Board to resolve on a new share issue
14. Resolution on principles for the appointment of a Nomination Committee for the next AGM
15. Any other business
16. Closing of the Meeting
Proposals of the Board of Directors
Item 8b: Dividend
The Board proposes that no dividend be paid for the financial year 2007.
Item 12: Resolution on guidelines for the remuneration of senior management
The Board’s proposal for guidelines for the remuneration of senior management includes the following main points. The remuneration of the CEO and other senior executives consists of a fixed basic salary, pension and variable remuneration. Remuneration levels should be in line with market conditions to enable the retention and, when applicable, the recruitment of senior management in the market in which the company operates, taking into account the competence of the individual manager. Variable remuneration offered to senior management should be determined on the basis of the fulfilment of predetermined corporate and individual targets for the company’s financial performance and, when applicable, taking into account the personal development of the manager concerned. Variable remuneration should always have a certain maximum fixed ceiling, which should be set in relation to the annual salary payable to the manager concerned. Pension conditions should be in line with market conditions and, as far as possible, be based on defined-contribution pension plans. Pay during the notice period and severance pay should not in any case exceed a total of 12 monthly salaries. The Board should be entitled to deviate from these guidelines, if there are particular reasons for this in an individual case.
Item 13: Resolution to authorise the Board to resolve on a new share issue
The Board proposes that the AGM pass a resolution authorising the Board, for the period up to the next AGM, to resolve, on one or more occasions, to increase the company’s share capital through a share issue, convertible loans and/or warrants, by a maximum total of SEK 260,000, equivalent to a maximum of 2,600,000 shares. In this connection, the Board should be able to deviate from the preferential right of shareholders. Payment for subscribed shares should be made in kind, by offset or other arrangement associated with conditions. The authorisation is intended to enable capital procurement and/or company acquisitions, in which payment should wholly or partly consist of shares, convertible loans and/or warrants. If this authorisation is fully utilised, it will have a dilutive effect of approximately 9%.
Item 14: Resolution on principles for the appointment of a Nomination Committee for the next AGM
The Board proposes that the Meeting resolve that a Nomination Committee be appointed for the AGM in 2009 in accordance with the following model. Under this model, the Chairman of the Board is tasked with contacting the second and third largest registered shareholders at the end of the third quarter of 2008 and asking them to each appoint a member to the Nomination Committee. If one of these shareholders does not wish to appoint a member, the fourth largest registered shareholder is asked, and so on. The members appointed in this manner, together with the Chairman of the Board as convener, should form the Nomination Committee. This committee should appoint one of its number as chairman. The names of the members of the committee should be published by the company not later than six (6) months before the AGM in 2009. The task of the Nomination Committee is to present proposals for the election of the chairman and other members of the Board, payment of fees to Board members and to present proposals for the procedure to appoint a new Nomination Committee for the next AGM. The term of office for the appointed committee should run until a new Nomination Committee has taken office.
Documents
The financial statements and the auditors’ report as well as complete proposals from the Board will be available at the company (see address above) as well as from the company’s website, www.igenordic.se, no later than 14 days before the Meeting. Copies of the above documents will be sent to shareholders requesting them and stating their postal address.
The number of shares in the company as at 28 April 2008 amount to 26,816,042.
Stockholm, April 2008
IGE Nordic AB (publ)
Board of Directors