Invitation to Annual General Meeting

Report this content

The shareholders of Skanditek Industriförvaltning AB (publ) are hereby
summoned to the Annual General Meeting on Monday, March 26, 2007 at 5
p.m. at Svenska Läkaresällskapet, Klara Östra Kyrkogata 10, Stockholm.

Notification
Shareholders wishing to attend the Annual General Meeting must notify
Skanditek of their intention to do so not later than noon on Wednesday,
March 21, 2007 at Skanditek Industriförvaltning AB, Nybrogatan 6, SE-114
34 STOCKHOLM, or by telephoning +46 8-614 00 20, faxing +46 8-614 00 38
or emailing info@skanditek.se. Notifications should include name,
address, personal identification number (corporate registration number),
telephone number and registered shareholding.

Right to attend
In order to participate in the Annual General Meeting, shareholders must
be registered in the share register maintained by VPC AB (The Swedish
Securities Register Center) by Tuesday, March 20, 2007. Shareholders
whose shares are registered in the name of a trustee must temporarily
re-register their shares in their own name in the share register
maintained by VPC AB in order to participate and exercise their voting
rights in the Meeting. Shareholders must notify their trustee to this
effect in good time before this date.

Business and proposed agenda for the Annual General Meeting

1. Election of a chairman to preside over the Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two persons to check the minutes
5. Determination of whether the Meeting has been duly convened
6. Address by the President and Chief Executive Officer
7. Presentation of the annual report and the auditors’ report, and the
consolidated financial report and auditors’ report on the consolidated
financial report
8. Motions concerning
a. the adoption of the income statement and balance sheet, and of the
consolidated income statement and consolidated balance sheet
b. the disposition to be made of the Company’s profit as shown in the
balance sheet adopted by the Meeting
c. the discharge of the members of the Board of Directors and of the
President from personal liability for their administration during the
2005 fiscal year
9. Determination of the number of members and deputy members of the
Board
10. Determination of the fees to be paid to the Board members and
deputy members of Board
11. Election of the members and deputy members of Board
12. Election of the Auditor
13. Election of the Nominating Committee
14. Authorization of the Board to make decisions regarding the issue of
new shares
15. Authorization of the Board to make decisions regarding the
acquisition of treasury shares
16. Presentation and approval of the Board of Directors’ motion
concerning principles for remuneration and other employment terms for
executive managers.
17. Board motion to General Meeting to approve resolution by a General
Meeting of CMA Microdialysis AB to introduce a new incentive program
involving the issue of new warrants.
18. Closure of the Meeting


The Nominating Committee - consisting of Tomas Billing (Nordsjernan),
Thomas Fischer (own and related party holdings) and Bob Persson (own and
related party holdings)

Motion concerning election of a chairman to preside over the Meeting
(Item 1)
The Nomination Committee proposes lawyer Stefan Lindskog to be chairman
to preside over the Meeting

Motion concerning dividend (Item 8b)
The Board of Directors proposes that the Meeting approve a dividend of
SEK 0.50 per share for the 2006 fiscal year. The dividend divides in one
ordinary dividend of SEK 0.30 per of share and one extraordinary
dividend of SEK 0.20 per share. It is proposed that the record date for
the dividend be March 29, 2007.

Motion concerning election of Members of the Board (items 9 and 11)
The Nomination Committee proposes that the Board of Directors consist of
six members without deputies and that Dag Tigerschiöld, Patrik
Tigerschiöld, Mathias Uhlén, Mikael Gottschlich, Sven Hagströmer and
Viveca Ax:son Johnson be reelected as Members of the Board. The Board
shall appoint its chairman.



Motion concerning fees (item 10)
The Nomination Committee proposes that the director fees to be increased
to a total amount of SEK 800,000.

The remuneration of Board Members, who are not receiving a salary from
the company, is proposed to be increased to SEK 270,000 (currently SEK
125,000) for the Chairman and SEK 135,000 (currently SEK 125,000) for
each of the other Board Members.

The Nomination Committee proposes that the auditors be remunerated in
return for approved invoices.

Motion concerning election of the Auditor (item 12)

The Board proposes that Ernst & Young, with Göran Abrahamsson (re-
election) as the auditor responsible under
Swedish law, be elected.

Motion concerning election of the Nominating Committee. (item 13)
Shareholders representing more than 36 percent of the total share
capital and voting rights in the Company propose the Nomination
Committee consist of three members and that Tomas billing, Bob Persson
and Ulf Strömsten be reelected for the period extending until the close
of the next Annual General Meeting. Should a member leave the Nomination
Committee before its work has been completed, it is proposed that the
Chairman of the Board be authorized to elect such a person’s successor.
The person elected as such a successor shall primarily be a
representative of the largest company that, at the time of the Chairman
of the Board’s decision, is not already represented on the Committee and
who in other respects is found suitable for the assignment and who
accepts it.

Motion to authorize the Board to make decisions regarding the new issue
of shares (item 14)
The Board of Directors proposes that the Annual General Meeting
authorize the Board, with or without disapplying the prior rights of
existing shareholders, to make decisions on one or more occasion prior
to the next Annual General Meeting regarding the issue of not more than
6,500,000 new shares corresponding to 9.9 percent of outstanding shares.
Decisions regarding a new issue of shares may also contain clauses
stipulating that new shares may be paid for through a contribution of
property other than cash, the set-off of claims against the Company or,
in other respects, that they may be subscribed for based on the
conditions contained in Chapter 13, Section 5, first paragraph of the
Swedish Companies Act. The reason for the authorization to decide on new
share issues is to provide the Company with the opportunity to implement
the acquisition of companies in full or in part, or to settle the
Company’s debt.

If the authorization is utilized in full, it will correspond to dilution
of approximately 9.0 percent of the Company’s share capital and voting
rights.

Motion to authorize the Board to make decisions regarding the
acquisition of treasury shares (item 15)
The Board of Directors proposes that it be authorized by the Annual
General Meeting to make decisions on one or more occasion prior to the
next Annual General Meeting regarding the acquisition of the Company’s
treasury shares, subject to the limitation that the Company’s holding at
no time may exceed 10 percent of the total number of shares in the
Company. The shares shall be purchased on the Stockholm Stock Exchange
or through an offer directed to all Company shareholders. Acquisitions
on the Stockholm Stock Exchange shall be at a price per share that is
within the registered span of share prices at the particular time. The
shares shall be paid for in cash. The reason for the authorization is to
enable the Board to adjust the Company’s capital structure..

Presentation and approval of the Board of Directors’ motion concerning
principles for remuneration and other employment terms for executive
managers.
The remuneration paid to the President and other senior executives
consists of basic salary, variable remuneration and pension. The other
senior executives consist of the Financial Manager and two project
managers / analysts, all of whom are men.
The distribution between basic salary and variable remuneration (bonus)
should be in proportion to the particular executive’s responsibility and
authority.The variable remuneration paid to the President may not exceed
one
annual salary. The variable remuneration paid to the other senior
executives may not exceed 100 percent of annual salary. The variable
remuneration paid to the President and the other senior executives is
based on the achievement of four parameters in relation to individually
established targets. Two or the parameters are related to the portfolio
companies’ performance, one to Skanditek’s share price and the final one
to the outcome in relation to individually established targets.


Board motion to General Meeting to approve resolution by General Meeting
of CMA Microdialysis AB (“CMA”) to introduce a new incentive program
involving the issue of new warrants (Item 17)

CMA’s Board of Directors has proposed that an Extraordinary General
Meeting be held on March 23, 2007 to pass a resolution to introduce a
new incentive program involving warrants on CMA shares. Since a
resolution regarding an incentive program in CMA is governed by Chapter
16, Section 3 of the Swedish Companies Act, it must be approved by a
General Meeting of the Parent Company Skanditek.

CMA’s Board of Directors proposes that the General Meeting in CMA
resolve to issue not more than775 warrants carrying entitlement to the
subscription of not more than 775 CMA shares. The warrants will be
issued at a price corresponding to their market value on the issue
occasion, which has been calculated at SEK 285.50 per warrant.
Subscription and payment for the options must be completed no later than
April 10, 2007. The warrants will be subscribed for by the associated
company Dipylon Medical, with this associated company having the right
and the obligation to transfer them to senior executives and key
personnel in CMA. The price for the transferred warrants is to
correspond to the issue price. Subscription of shares based on warrants
will be possible as of April 10, 2010 through May 10, 2010 at a
subscription price of SEK 5,806.00 per share. Following full exercise of
all the warrants covered by the resolution, the share capital will
increase by SEK 775, corresponding to dilution of approximately 3% of
the number of shares and voting rights in Mydata.

Since the Meeting’s resolution under Item 17 is governed by the
provisions contained in Chapter 16 of the Swedish Companies Act (what is
known as the “LEO law”), a valid resolution must be supported by at
least 9/10 of both the shares issued and the shares represented at the
Meeting.

The Board’s complete motions in accordance with item 8 b) and items
14,15 and 17, and new annual report documentation in accordance with
item 7 will be made available to shareholders at the Company’s office at
Nybrogatan 6, Stockholm and on the Company’s www.skanditek.se website
not later than Monday, March 12, 2007. These documents will also be sent
to shareholders who request such information and provide their postal
address.

A presentation of the proposed Members of the Board is available on the
Company’s website. The Board’s complete motion in accordance with item
16 will be on the Company’s website in ample time prior to the Annual
General Meeting.

Shareholders representing more than 36 percent of the Company’s share
capital and voting rights support the motions concerning items 9,10,11
and 12.

Stockholm, March 2007
SKANDITEK INDUSTRIFÖRVALTNING AB (publ)
Board of Directors

Documents & Links