NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Obducat Aktiebolag (publ) are hereby invited to the Annual General Meeting on Friday June 4, 2004 at 2:00 p.m. in the auditorium at Kockum Fritid, Västra Varvsgatan 8, Malmö, Sweden.
RIGHT TO ATTEND
Shareholders who wish to participate in the Annual General Meeting shall have their names entered in the share register maintained by VPC (the Swedish Securities Register Center) on May 25, 2004, and notify the Company of their intention to attend the Meeting no later than Tuesday, June 1, 2004 at 12:00 noon.
In order to participate in the Annual General Meeting, shareholders whose shares are registered with a nominee must temporarily register these shares with VPC in their own names. Such temporary share registration must be made no later than Tuesday, May 25, 2004. Consequently the nominee needs to be informed by the shareholder well in advance of May 25, 2004.
NOTICE OF PARTICIPATION
Notice of participation in the Meeting shall be submitted in writing to Obducat Aktiebolag (publ), Box 580, SE-201 25 Malmö, Sweden, by e-mail to info@obducat.com, by fax + 46 40 36 21 60 or by telephone + 46 40 36 21 00. When giving notice of participation, please state name, national insurance number or corporate identity number, address, registered number of shares, daytime telephone number and, when applicable, the number of advisors (max. two) attending the Meeting.
PROPOSED AGENDA
1. Opening of the Meeting
2. Election of Chairman at the Meeting
3. Preparation and approval of a voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes.
6. Determination of whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Auditor’s Report and the consolidated Income Statement and consolidated Auditor’s Report
8. Statement by the President
9. Resolution in respect of adoption of the Profit and Loss Statement and the Balance Sheet, and the consolidated Income Statement and consolidated Balance Sheet
10. Resolution in respect of appropriation of the Company’s profit or loss in accordance with the adopted balance sheet
11. Resolution in respect of discharge from liability of the Board Members and the President
12. Resolution in respect of remuneration for the Board of Directors and Auditors
13. Resolution in respect of the number of Board Members and Deputy Board Members
14. Election of Board Members and resolution in respect of Nomination procedures ahead of the 2005 Annual General Meeting
15. The Board’s proposal for resolution regarding authorisation for the Board to decide to issue shares
16. Resolution in respect of authorisation for the President to make any formal adjustments to the resolution under item 15 that may prove necessary in connection with the registration of a new share issue.
17. Closing of the Meeting
APPROPRIATION (ITEM 10)
The Board proposes that no dividend be distributed.
BOARD OF DIRECTORS (ITEMS 12-14)
The nomination committee elected prior to the AGM, representing approximately 33 per cent of the total number of votes in the Company, has proposed that the Board of Directors shall consist of seven Board Members without deputies, that present Board Members Peter Ahlgren, Henri Bergstrand, Aril Isacsson, Peter Jonsson, Lars Montelius, Göran Sigfridsson and Örjan Söderlund be re-elected, that the board fee shall remain fixed at SEK 600.000 and be apportioned among the Board Members, and that Board Members having carried out work on behalf of the Company in addition to that which is included in the ordinary tasks performed by the Board may, subsequent to a decision by the Board, receive further compensation deemed to be fair amounting to a total maximum of SEK 150.000, and that remuneration to the auditor unchanged will be paid as per approved invoice.
AUTHORISATION TO ISSUE SHARES (ITEM 15)
The Board of Directors proposes that the Board be authorised to make decisions concerning new share issues on one or several occasions ahead of the next Annual General Meeting in a total amount of 125.000.000 shares (either class of shares or both) each at a nominal value of SEK 0,10, corresponding to an increase of the share capital by a maximum of SEK 12.500.000. The Board shall on that occasion have the right to decide to waive shareholders’ preferential rights in accordance with the provisions of chapter 4 §6 of the Companies Act, i.e. on conditions that newly issued shares may be acquired in return for payment in the form of shares (in kind) or set-off. The new shares will be issued at a price that is based on the market price at the time of the respective issue. The purpose of the authorisation is primarily to facilitate the implementation of directed new share issues to one or several Swedish or foreign investors, and also to enable company acquisitions using the shares in Obducat AB as payment. This corresponds to a dilution effect of 38,3 per cent in the event of full utilisation of this authorisation. On full utilisation also of all outstanding warrants and full conversion of current convertible debentures the dilution effect will instead correspond to 32,1 per cent of the share capital. Calculation of the dilution effect is based on the number of new shares on full utilisation of the authorisation divided by the total number of shares in the company after full utilisation.
The Accounts and Auditor’s Report as well as the complete proposal for authorisation in accordance with items 14 and 15 above will be available at the Company’s offices and on the Company’s web site www.obducat.com at the latest two weeks prior to the Annual General Meetings. Copies of the documents will be sent to shareholders providing notice of participation in the Meeting or on request to shareholders who submit a postal address.
Malmö, May, 2004
Obducat Aktiebolag (publ)
The Board of Directors