Annual General Meeting in VKG
The shareholders in Värmekyl Grossisten Scandinavia AB (publ) are hereby invited to attend the Annual General Meeting at 10:00 a.m. on 3 April 2008 at the company’s office, Hammarbacken 4 B, in Sollentuna, Sweden.
Right of participation
Shareholders who wish to participate in the Meeting:
• must be recorded in the register of shareholders maintained by VPC AB (the Nordic Central Securities Depository) no later than Friday, 28 March 2008.
• must notify the company of their intention to participate by letter to VKG AB, Hammarbacken 4 B, SE-191 49 Sollentuna, Sweden, by fax +46 (0)8-444 50 79, by telephone +46 (0)761-35 21 29 or by e-mail to sofia.lindestad@vkg.se. Notification must be received by VKG no later than 4:00 p.m. on Friday, 28 March 2008.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name. Shareholders must notify their trustees well in advance to ensure that an entry is made in the register of shareholders by 28 March 2008.
Proposed agenda
1. Opening of the Meeting
2. Election of a Chairman to preside over the Meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to check and sign the minutes
6. Decision as to whether the Meeting has been duly convened
7. Presentation of the annual report and the audit report, as well as the consolidated financial statements and the consolidated audit report
8. Resolution regarding adoption of the income statements and balance sheets of the Parent Company and the Group
9. Resolution regarding appropriation of the company’s profits according to the adopted balance sheet
10. Resolution regarding discharge from liability for the members of the Board of Directors and the Managing Director
11. Decision regarding the number of Board members and deputy Board members
12. Determination of fees to be paid to the Board of Directors and auditors
13. Election of the Board Chairman, other Board members and any deputies
14. The Board of Directors’ proposal for authorisation
15. Other matters
16. Closing of the meeting
Proposals for resolution
Appropriation of the company’s profits (item 9)
The Board of Directors proposes that the accumulated deficit be carried forward to new account and that no dividend be paid for the financial year 2007.
Election of Board members, etc. (items 11-13)
A large group of shareholders in the company have announced their intention, at the AGM, to propose re-election of the Board of Directors to take office on 20 March 2008: Ole Oftedal (Chairman), Gunnar Mannerheim, Fredrik Mannerheim, Patrik Gransäter and Bertil Persson. It is proposed that board fees be paid in an annual amount of SEK 250,000, of which the Chairman will receive SEK 50,000 and the other Board mbmeres not employed by the company will receive SEK 50,000 each. It is proposed that the auditors be paid according to approved account.
The Board of Directors’ proposal for authorisation (item 14)
The company’s registered share capital currently amounts to SEK 848,875, divided between a total of 16,977,500 shares. The Board of Directors proposes that the Extraordinary General Meeting authorise the Board, on one or several occasions during the period before the next Annual General Meeting and with or without exclusion of the shareholders’ pre-emptive rights, to decide on the issuance of shares, convertible debentures and/or subscription warrants. Consideration for the issued shares, convertible debentures and subscription warrants, in accordance with the decision of the Board, shall be payable in cash, through set-off of claims, in the form of capital contributed in kind or otherwise according to the conditions specified in Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act. The total number of shares issuable by way of new shares issued through the authorisation, the conversion of convertible debentures issued through the authorisation or the exercise of warrants issued through the authorisation shall not be restricted other than by the limits set forth in the Articles of Association at any given time for the share capital and the number of shares in the company. The purpose of the authorisation and motive for exclusion of the shareholders’ pre-emptive rights is to enable the company to procure capital within the framework of the ongoing corporate reconstruction.
Other
The company’s annual report for the financial year 2007 will be available starting on 20 March 2008 at the company’s office, Hammarbacken 4 B in Sollentuna, and will be published on the company’s website www.vkg.se on the same date. Shareholders can order the annual report from the company according to the above contact details.
Sollentuna, March 2008
Värmekyl Grossisten Scandinavia AB (publ)
The Board of Directors