Invitation to Annual General Meeting

Invitation to Annual General Meeting The shareholders of Skanditek Industriförvaltning AB (publ) are hereby summoned to the Annual General Meeting to be held on Wednesday, March 27, 2002 at 5 p.m. at Svenska Läkaresällskapet, Klara Östra Kyrkogata 10, Stockholm. Notification Shareholders who wish to attend the Annual General Meeting must notify Skanditek by no later than 12 noon on Monday, March 25, 2002, by contacting Skanditek Industriförvaltning AB, Kungsträdgårdsgatan 18, SE-111 47 Stockholm, +46-8-614 00 20 (tel.), +46-8-614 00 38 (fax) or info@skanditek.se. The shareholder's name, address, personal identity number or corporate ID number (whichever is applicable), telephone number and registered shareholding must be specified in the notification. Right to attend In order to be entitled to attend the Annual General Meeting, shareholders must be registered in the share register maintained by VPC (The Swedish Securities Register Center) by March 15, 2002, at the latest. Shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own name in order to participate in the Annual General Meeting. Shareholders must notify their trustees to this effect in good time before the day specified. Agenda 1. Election of chairman of the AGM. 2. Preparation and approval of the list of voters. 3. Approval of the agenda. 4 Election of two persons to check the minutes. 5. Resolution determining whether the Meeting has been duly convened. 6. The President's address. 7. Presentation of the annual report, the consolidated financial statements and the auditor's report. 8. Resolutions concerning a) adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet, b) allocation of profits/loss according to the adopted balance sheet, c) discharge of the Board of Directors and the President from personal liability. 9. Resolution concerning the number of Directors and deputy Directors to be elected. 10. Determination of the fees to be paid to Directors and auditors. 11. Election of Directors and deputy Directors. 12. Election of the Nomination Committee. 13. Authorization of the Board to make decisions regarding new share issues before the next AGM. 14. Authorization of the Board to make decisions regarding the acquisition and transfer of Company shares 15. Other items. 16. Closure of AGM. Proposal concerning dividend (item 8b) The Board proposes that a dividend of SEK 0.20 per share, corresponding to a total of SEK 11.6 m, be paid to shareholders, with the record day set at Wednesday, April 3, 2002. Proposal concerning election of Directors (items 9 and 11) The Nomination Committee proposes that the Board consist of five Directors without Deputies and that Directors Johan Björkman, Gunnar Ekdahl, Dag Tigerschiöld, Patrik Tigerschiöld and Mathias Uhlén be re-elected. Proposal concerning fees (item 10) The Nomination Committee proposes that director fees of SEK 600,000 be allocated within the Board and that auditor fees be settled according to approved invoices. Proposal concerning authorization of the Board (item 13) The Board proposes that the AGM authorize the Board, disapplying the shareholders' preferential rights, to make decisions regarding the issue of not more than 5,000,000 new shares up to the date of the next AGM. The purpose of this authorization is to give the Company the opportunity to acquire entire companies or parts of other companies using the shares as payment. A decision regarding the issue of new shares may contain a condition that subscription for shares may be paid in the form of capital contributed in kind. The issue price shall be fixed as close as possible to the market value of the Company's share. The Board also proposes that the Board, or a person appointed by the Board, be authorized by the AGM to make minor alterations to the AGM decision according to item 13 that may become necessary in connection with registration at the Patent and Registration Office. Proposal concerning authorization of the Board to make decisions regarding the acquisition and transfer of Company shares (item 14) The Board of Directors' proposal essentially entails authorization of the Board to make decisions prior to the next Annual General Meeting regarding the purchase, on one or several occasions, of Company shares whereby Skanditek's holding of Company shares may not exceed 10 percent of the total number of Company shares at any time. The shares shall be purchased on Stockholmsbörsen or via an offer directed to all shareholders. With respect to shares purchased on Stockholmsbörsen, the price per share must be within the registered interval of share prices at the particular point in time. Payment for the shares must be made in cash. The purpose of the authorization is to enable the Board to adjust the Company's capital structure. In addition, such a program will enable the repurchased shares to be used as financing in the event of future investments in current or new portfolio companies.The proposal also entails that the Board will be authorized, during the period prior to the next Annual General Meeting, to divest Skanditek's own holding of Company shares. Such transfers of shares may be undertaken, while disapplying the current shareholders' preferential rights, in connection with acquisitions. In conjunction with such transfers, the lowest price per share must correspond to an amount that is close to the price paid for the Company's shares on Stockholmsbörsen at the time of the decision or transfer. The authorization may be exercised on one or more occasions and pertain to Skanditek's entire holding of Company shares at the date of the Board's decision. The authorization also includes the right to make decisions to disapply the current shareholders' preferential rights, and that payment may be made in cash, cash-in-kind or in the form of offsetting. The reason for disapplying the current shareholders' preferential rights in connection with divestments of shares and the foundation for the selling price is to enable the financing of possible investments in current and new portfolio companies in a cost-effective manner. The Board of Directors' complete proposals under Points 13 and 14 will be available at Skanditek Industriförvaltning AB's offices as of March 13, 2002, at the latest. Shareholders representing more than 50 percent of the Company's shares and votes support the proposals. Stockholm, February, 2002 SKANDITEK INDUSTRIFÖRVALTNING AB (publ) The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/02/25/20040928BIT21970/wkr0001.pdf