NOTICE OF ANNUAL GENERAL MEETING
(NGM: SCN)
Please be informed that the Annual General Meeting (AGM) of Scandinavian Clinical Nutrition i Sverige AB (publ) (”the Company” or “SCN”) will be held on
Friday, June 26, 2009 at 10.00 at Kungsgatan 37, Stockholm, Sweden
Attendance at the AGM
Shareholders wishing to attend the AGM need to be listed as shareholders in a printed or otherwise presented version of the complete Share Register depicting the conditions on Thursday, June 18, 2009, and to register the intention to attend the meeting with the Company by mail, fax or e-mail no later than 16.00 on Thursday, June 18, 2009. Attendance and proxy forms are available on www.scnutrition.com, and will also be sent free of charge to shareholders who so request and state their postal address or e-mail address.
Shares registered with a trustee must temporarily be registered with Euroclear Sweden AB, formerly VPC AB, (“Euroclear”), in the shareholders’ own name (‘temporary voting registration’) if the shareholder is to be entitled to attend the AGM. The registration (which takes a few days), needs to be effected no later than Thursday, June 18, 2009, and should therefore be requested from the trustee well in advance. Shareholders not registered with Euroclear and wishing to participate at the AGM must return the attendance form to DnB NOR Bank ASA by mail (DnB NOR Bank ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norge) or fax (+4722949020) no later than 12.00 local time on Wednesday, June 17, 2009. DnB NOR Bank ASA will then temporarily register the shares with Euroclear in the name of the shareholder. Shareholders who only return the attendance form to the Company will not be entitled to vote at the AGM.
Notice of attendance at the AGM
Shareholders wishing to attend the AGM are kindly asked to fill out and send the attendance form available on www.scnutrition.com by mail or fax to the Company no later than at 16.00 on Thursday, June 18, 2009. It is also possible to send the details via e-mail. Shareholders wishing to attend the AGM by way of proxy are asked to fill out and send the proxy form available on www.scnutrition.com to the Company, with all necessary documentation attached.
Assistance
Shareholders who intend to bring one or two assistants to the AGM shall notify the Company as stated above.
Address:
Scandinavian Clinical Nutrition AB
Stora Nygatan 7
111 27 Stockholm
SVERIGE
Fax: +46 8 222 006
E-mail: info@scnutrition.com
Website: www.scnutrition.com
Number of shares and votes
The shares and votes in the Company are 17,803,284.
Proposed agenda
The Board proposes that the AGM follow the order outlined below as its agenda:
1. Opening of the AGM and election of a Chairperson
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Examination and determination that the meeting has been properly convened
5. Approval of the agenda
6. Presentation of the Annual Report and auditor’s report as well as the consolidated financial accounts and consolidated auditor’s report
7. Decisions concerning
a) the adoption of the income statement and balance sheet and the consolidated statement of operations and consolidated balance sheet
b) dispositions of the Company’s profit/loss in accordance with the adopted balance sheet
c) the discharge from liability of the Members of the Board of Directors and the Chief Executive Officer
8. Determination of the number of Directors and (when appropriate) deputy Directors as well as auditors and (when appropriate) deputy auditors
9. Election of Directors and (when appropriate) deputy Directors as well as auditors and (when appropriate) deputy auditors
10. Determination of the compensation for the Board of Directors and the auditor
11. Decision regarding authorization for the Board to increase the share capital through issuances of shares, subscription options and convertible debentures
12. Decision on changes in the Articles of Association
13. Approval of transactions with close associates
14. Decision on remuneration principles for the senior executives
15. Closing of the AGM
Proposed decisions
Item 7 b)
The Board of Directors and the CEO propose that the net loss for the year, SEK -9,605,340 is deducted from Share premium reserve and that profit from last year, SEK 566,666 is carried forward. The Company does not propose any dividends to be paid.
Item 8
The Board proposes that the remuneration to Directors not employed by the Company is set to SEK 100,000 per year and that the remuneration for the Chairman is set to SEK 300,000 per year. The Board proposes that remuneration to the auditor is paid in accordance with an invoice agreed upon.
Item 9-10
Since the AGM in SCN held on May 22, 2008, decided not to appoint a nomination committee in SCN, this task has been carried out by the Board of directors for the AGM on June 26, 2009. The Board proposes that the Board shall consist of five Directors and no deputy Directors. The Board proposes re-election of Jörn Erik Aas, Ulf Söderberg and Anders Uddén and election of Tore Eiklid and Kren Erik Nielsen. For Chairman, the Board proposes Jörn Erik Aas. Should Aas’ assignment end prematurely, the Board shall elect a new Chairman among its members. The Board proposes that Ernst & Young is re-elected as auditor until the next AGM.
Item 11
The Board of Directors proposes that the AGM authorizes the Board to, on one or more occasions until the next AGM, with or without right of priority for the current shareholders, increase the share capital of the Company with a maximum of SEK 600,000 allotted on a maximum of 6,000,000 shares in the Company through issue of new shares, convertible debentures or warrants with or without provision of contribution or set-off.
Item 12
The Board proposes that the AGM decides to change the Articles of Association in accordance with the text below:
§4 is replaced with the following: “The share capital shall be no less than SEK 1,780,328.40 and no more than SEK 7,121,313.60.”
§5 is replaced with the following: “The number of shall be at least 17,803,284 and at the most 71,213,136.”
§8 is replaced with the following:
”Notice of shareholders’ meetings shall be given through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. At the time of the notice, information that the notice to convene was made shall be announced in Dagens Industri. Notice of the Annual General Meeting, as well as notice of an Extraordinary General Meeting where decisions are to be made concerning the Articles of Association, shall be given no more than six weeks and no less than four weeks before the meeting. Notice of other General Meetings shall be given no more than six weeks and no less than three weeks before the meeting.”
The AGM’s decision regarding change of §8 in the Articles of Association shall be conditional to a change in the manner for convening General Meetings of shareholders in the Swedish Companies Act becoming effective and that the aforementioned wording of the Articles of Association is in agreement with the new wording in the Companies Act.
Item 13
The Board’s complete proposals regarding item 13 will be published on the Company’s website on June 12, 2009, two weeks before the AGM.
Item 14
The Board proposes that the current principles for remuneration to senior executives remain unchanged.
Miscellaneous
The complete proposals from the Board of Directors will be held available at the Company’s office and on the Company’s website from June 12, 2009, and will also be sent free of charge to shareholders who so request and state their postal address. The material will also be presented at the AGM.
Stockholm in May, 2009
The Board of Directors
Scandinavian Clinical Nutrition i Sverige AB
The notice in full to the AGM can be found on the company’s website www.scnutrition.com, including an attendance form and a proxy form. The notice will also be published in Dagens Industri, PoIT and Finansavisen on May 29, 2009.
For more information, please contact:
Ulf Söderberg, CEO, us@scnutrition.com, +46 708 13 22 81
Jörn Erik Aas, Chairman of the Board, jea@scnutrition.com, +47 924 99 360
Scandinavian Clinical Nutrition i Sverige AB (publ)) works in R&D and distribution of clinically tested, scientifically documented products within the field of nutrition (nutraceuticals). Established in 2006, SCN maintains a product portfolio with established trademarks, such as CUUR, Coldizin, Immulina, Membra7 and Ledactin. Core competence and strategic alliances, within both R&D and sales, in combination with innovative and clinically proven products, create good conditions for profitable growth both in Sweden and internationally. The shares of SCN are traded under the ticker “SCN” on Oslo Axess (www.osloaxess.no) and NGM Equity (www.ngm.se).For more information, please visit www.scnutrition.com.