Ortivus AB Notice of Annual General Meeting 2008
Notice of Annual General Meeting of Ortivus AB Shareholders, May 5 2008.
Shareholders in Ortivus AB (publ), 556259-1205, are hereby notified to attend the Annual General Meeting at 3 p.m. on Monday May 5, 2008, in Konferns Spårvägshallarna, Birger Jarlsgatan 57A, Stockholm.
Right to attend the Annual General Meeting
Shareholders who wish to attend the Annual General Meeting shall:
- be entered in the register of shareholders maintained by VPC (The Swedish Securities Register Centre) by April 28, 2008
- give notice of attendance to Ortivus AB, P.O. Box 713, SE-182 17 Danderyd, Sweden, telephone +46-8-446 45 00, telefax +46-8-446 45 19, e-mail info@ortivus.com, no later than 4 p.m. Friday May 2, 2008.
Notification should include the shareholder's name, personal identification or company
registration number, shareholding, any representative or assistance (maximum 2), contact data.
Shareholders represented by proxy must submit their proxy together with the notice of
participation. Proxy form can be found on the company website, www.ortivus.com. Representatives for legal entities must present a copy of the relevant
certificate of registration or equivalent authorization documents showing qualified
signatories.
Shareholders whose shares are registered in the name of a nominee must temporarily
register their shares in their own name in order to be entitled to participate at the Annual
General Meeting. Such registration must be done well before April 28, 2008.
Proposal for Agenda
1. Opening of the Annual General Meeting
2. Election of meeting chairman
3. Preparation and approval of voting register
4. Adoption of agenda
5. Election of one or two persons to check the minutes
6. Confirmation that the meeting has been duly and properly convened
7. a) Statement by the President
b) Presentation of the Annual Report, Audit report and the Consolidated Financial
Statements
8. a) Resolution to adopt the Income Statement, Balance Sheet and the Consolidated Financial Statements
b) Resolution concerning appropriation of the Company's profit
c) Discharge from liability for the Directors and the President
9. Report on the work of the election committee
10. a) Determination of number of Directors and alternates
b) Determination of number of Auditors and alternates
11. Determination of Directors’ and Auditors' fees
12. a) Election of Directors and Chairman
b) Election of Auditor and alternate
13. Resolution regarding principles for appointment of Election Committee
14. Resolution regarding guidelines for remuneration of the executive management
15. Approval of the Board of Directors' proposal to authorize the Board to issue new shares
16. Resolution regarding cancellation of options held by Ortivus AB subsidiaries
17. Other issues
18. Closing of the Annual General Meeting
Proposals from the Board of Directors
Item 8b, Dividend
The Board of Directors proposes that no dividend be paid.
Item 14, proposal for guidelines for remuneration of the executive management
The Board of Directors proposes that guidelines in essence equal to those adopted at the 2007 AGM be adopted by the 2008 Annual General Meeting, for the periode until end of the 2009 AGM. The proposal in full (in swedish) is availabe on the Company’s web site www.ortivus.com.
Item 15, Resolution to authorize the Board of Directors to issue new shares
The Board of Directors propose the AGM to authorize the Board of Directors to, until the next AGM, decide on one or several occasions to increase the Company’s share capital by means of issue of shares, convertibles or options, thereby increasing the equity in total with a maximum of 11.000.000 SEK, corresponding to maximum 2.200.000 B shares. Deviation from shareholders preferential rights may occur. Payment for subscribed shares may be made through contribution in kind or offset, or else be conditional. The purpose of the authorization is to facilitate raising of capital and/or acquisitions where payment consists in full or in part by shares, convertibles and/or warrants. The utilization of this authorization can lead to a dilution of up to app. 9,6%.
Item 16, Cancellation of employee options held by Ortivus AB subsidiaries
A total of 443.334 options have been issued under an employee option program adopted by the Annual General Meetings on March 18, 2005, and April 4,2006 respectively. No allocation of the options has been made. The Board of Directors has decided to cancel the employee option program, and proposes that the Annual General Meeting resolve to cancel all 443.334 options, currently held by the subsidiary Elementanalys-Analytica AB. After such resolution, Ortivus AB will not have any remaining outstanding options.
Proposal from the Election Committee
The Company’s Election Committee consists of Sture Hedlund, Akbar Seddigh, Johan Ågren, Caroline af Ugglas, Ragnhild Wiborg, Peter Edwall and Laurent Leksell. The proposals from the Election Committee related to items 2 and 10-13 according to the above agenda, are available on the Company’s website www.ortivus.com.
Documents etc
Annual Report including Audit Report, the proposals from the Board of Directors and Report and proposal from the Election Committee will be available at the Company’s office at Karlsrovägen 2D in Danderyd, and on the Company’s website www.ortivus.com, latest 14 days before the Annual General Meeting. Copies of the above documents will be sent on request to sharesholders who state their mailing adress.
As per April 28 2008, the total number of shares in the Company is 20.708.188, of which 1.108.455 are A shares and 19.599.733 B shares, in total equivalent to 30.684.283 votes.
Danderyd in April 2008
Ortivus AB (publ)
The Board of Directors