Summons to ReadSoft's Annual General Meeting

Summons to ReadSoft's Annual General Meeting The shareholders of ReadSoft AB (publ) are hereby notified that the Annual General Meeting will be held on Thursday April 22, 2004 at 3 p.m. at H55 Paviljongen, Norra Hamnen, Helsingborg, Sweden. Right to attend, etc. To be entitled to attend the Annual General Meeting, shareholders must notify the company of their intention to attend by post to sent to: ReadSoft AB, S Kyrkogatan 4, 252 23 Helsingborg, Sweden; by e-mail sent to bolagsstamma@readsoft.com; by telephone at +46 (0)42-490 21 00; or by fax at +46 (0)42-490 21 20. Notification must be received by the company by 4 p.m. on April 15, 2004. In the notification, shareholders are requested to state their name, address, telephone number and civil registration number or organization number, their registered holdings, and any proxy or representative. Only shareholders registered in the company's share register, which is kept by VPC AB, are authorized to attend the Annual General Meeting after notification of attendance. Nominee shareholders must temporarily register the shares in their own name with VPC. This change of registration must be effective by April 12, 2004, which means that the request must be submitted to VPC well in advance of April 12, 2004. Agenda 1. Opening of the meeting 2. Election of chair of the meeting 3. Establishment and approval of voting list 4. Election of two people to verify the minutes 5. Approval of agenda 6. Examination of whether the meeting was properly convened 7. Submission of the annual report and audit report as well as the consolidated accounts and consolidated audit report 8. Statement by the CEO 9. Resolutions: a) to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet, b) allocations in respect of the company's earnings/loss in accordance with the approved balance sheet, c) to discharge the members of the Board and the CEO from liability 10. Establishment of the number of Board members 11. Election of Board 12. Establishment of remuneration for Board members and auditors 13. Election of Nominating Committee 14. Election of the Compensation Committee and Audit Committee 15. Authorization of the Board to decide on the issue of new shares, the issue of convertible debentures and the issue of debentures associated with options to subscribe for new shares 16. Adjournment of the meeting _______________________ Motions for resolution Item 9 b) - Dividend The Board proposes that no dividend be paid. Item 10-12 -Establishment of the number of Board members and fees to the Board When the Nominating Committee, which represents approximately 53 percent of the votes in the company, announces its proposal for Board members and their remuneration, the company will publish the motion via the customary communication channels. It is recommended that auditors fees are paid on a current account basis. Item 13 - Election of Nominating Committee A number of major shareholders have announced that they will propose that the biggest shareholders each select their own Nominating Committee member during the fourth quarter, with the Chairman of the Board as the convener. The members of the Nominating Committee will formulate proposals for the Board and for remuneration of the Board and auditors. Item 14 - Election of Compensation Committee and Audit Committee A number of major shareholders have announced that they will propose that the Board be authorized to designate a Compensation Committee and an Audit Committee. Item 15 - Authorization of the Board to decide on the issue of new shares, the issue of convertible debentures and the issue of debentures associated with options to subscribe for new shares Background The company has entered into a financing agreement ("the Agreement") with Hagströmer & Qviberg Fondkommission AB ("H&Q"). The purpose of the Agreement is to create an appropriate financing instrument for the company. The Agreement, which runs until October 25, 2004 inclusive, entitles the company to request that under certain conditions H&Q subscribes for series B shares and/or convertible debentures as well as debentures associated with detachable warrants to subscribe for new series B shares. Motion The Board proposes that the Annual General Meeting resolve to authorize the Board to decide on one or more occasions in the period until the next AGM to issue new series B shares, each share having a par value of SEK 0.10, to issue convertible debentures and to issue debentures associated with detachable warrants to subscribe for new series B shares. Such issues may take place with or without preferential rights for existing shareholders. The company's capital stock may be increased by a maximum of SEK 460,000 through the exercise of such issuing authority. The new shares, convertible debentures and debentures associated with options to subscribe for new shares shall be issued on market terms. Payment of new shares and convertible debentures may be made with money or in kind or set-off. The reasons why the Board must be allowed to bypass the preferential rights of existing shareholders are that the company must be able to exercise its rights under the Agreement and that financing may be needed for future corporate acquisitions against payment in shares and/or share-related financial instruments or through the issue of new shares against payment in kind. ________________ Beginning April 8, 2004, the Board's complete proposals will be available for examination in the company's offices at the address stated above. They will also be sent to shareholders on request. ________________ Helsingborg, March 2004 The Board of Directors ------------------------------------------------ For more information, please contact --------------------------------------- ReadSoft AB Jan Andersson, President/CEO Tel.: +46-(0)708 - 37 66 00 Olof Engvall, Vice President, PR & Communication Tel.: +46-(0)708 - 37 66 70 E-mail: olof.engvall@readsoft.com About ReadSoft ReadSoft is the world's leading supplier of software for Document Automation. The company develops and markets a complete product platform for Document Automation named ReadSoft DOCUMENTS. The vision is to free businesses everywhere from manual document handling. Since its founding in 1991, ReadSoft has developed into a global group with 11 subsidiaries in Europe, North and South America and Australia, and a large number of local and global partners. ReadSoft is headquartered in Helsingborg, Sweden, and its primary R&D facility is in Stockholm. ReadSoft has been listed on the Stockholm stock exchange since 1999. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/03/23/20040322BIT21030/wkr0001.pdf