Shareholders of Addnode Aktiebolag (publ) are hereby invited to attend the Annual General Meeting at 1:30 p.m. on Tuesday, April 27, 2010, at Bonnier Conference Centre, Torsgatan 21, Stockholm. Doors will open at 1:00 p.m.
REGISTRATION
To be entitled to participate in the Annual General Meeting, shareholders must be listed in the register of shareholders maintained by Euroclear Sweden AB, not later than Wednesday, April 21, 2010, and inform the Company of their intention to attend not later than Wednesday, April 21, 2010, by post to Addnode AB, “Årsstämma” Hudiksvallsvägen 4, SE-113 30 Stockholm, Sweden, by telephone +46 (0)8-506 66 210, or by e-mail to lena.ottesen@addnode.com.
Registration must include the shareholder’s name, personal registration number/corporate registration number, address and telephone number, as well as the number of any accompanying advisors (not more than two). Proxy holders and representatives of legal entities are requested to submit authorization documentation prior to the Annual General Meeting. Proxy forms are available on Addnode Group’s website, www.addnodegroup.com.
Shareholders whose shares are nominee-registered must temporarily register their shares with Euroclear Sweden in their own name to be entitled to participate in the Annual General Meeting. Such re-registration, also referred to as registration of entitlement to vote, must be made not later than Wednesday, April 21, 2010, which means that shareholders must notify their nominee of such registration well in advance of that date.
PROPOSED AGENDA FOR MEETING
The Board’s proposed agenda is as follows:
- The meeting is opened.
- Election of Meeting Chairman (see below).
- Preparation and approval of voting list.
- Approval of the Agenda.
- Election of one or more minutes-checkers.
- Determination of whether the Meeting has been duly convened.
- President’s presentation of operations.
- Presentation of the annual accounts and the auditors’ reports for the Parent Company and the Group for fiscal 2009.
- Decision regarding the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet for fiscal 2009.
- Decision regarding the disposition to be made of the Company’s profits in accordance with the adopted balance sheet and the record date for the payment of any dividends (see below).
- Decision regarding the discharge of the members of the Board of Directors and of the President from personal liability.
- Report on the Nomination Committee’s work.
- Decision regarding number of Board members and alternates (see below).
- Decision regarding remuneration to Board members and auditors (see below).
- Election of Board and Chairman of the Board (see below).
- Decision regarding Board proposals for remuneration principles and other employment terms for Group Management (see below).
- The Board’s proposal for a resolution regarding authorization for the Board to make decisions concerning the acquisition and transfer of the company’s own shares (see below).
- The Board’s proposal regarding authorization for the Board to make decisions as to the issue of new shares or the issue of share warrants or convertibles (see below).
- Decision on Nomination Committee.
- Closing of the meeting.
PROPOSED RESOLUTIONS
Item 10 – Proposal for appropriation of the Company’s profits according to the adopted balance sheet and record date for dividend.
The Board proposes a dividend of SEK 1.50 per share and Friday, April 30, 2010 as the record date for the dividend. With this as the record date, Euroclear Sweden expects to pay out the dividend on Wednesday, May 5, 2010.
Item 2, 13-15 – Election of Meeting Chairman, determination of the number of Board members and alternates, resolution on remuneration to Board members and auditors, and election of Board and Chairman of the Board
Members of the Nomination Committee included Jonas Gejer (Chairman of the Nomination Committee), representing Aretro Capital AB and Dick Hasselström, representing DecernoGruppen AB, Marianne Nilsson, representing Swedbank Robur Fonder and Per Granath representing the smaller shareholders. In addition, the Chairman of the Board Per Hallerby was a member of the Nomination Committee.
The proposals of the Nomination Committee to the Annual General Meeting are as follows:
- Per Hallerby to be elected as Chairman of the Meeting.
- Seven Board members and no alternates to be elected.
- Fees to the Board, for the period until the conclusion of the next Annual General Meeting, to be paid in the unchanged amounts of SEK 250,000 to the Chairman and SEK 125,000 to each of the other Board members elected by the Annual General Meeting, and remuneration may be paid on account for special undertakings by Board members in their respective fields of expertise (consultancy services, etc.), provided that such undertakings have previously been approved by the Chairman or by two Board members. Board Committees shall receive a total of SEK 100,000, to be distributed by the Chairman of the Board.
- Fees to auditors be paid in reasonable amounts on account.
- Per Hallerby, Jonas Fredriksson, Gunnar Hesse, Sigrun Hjelmquist, Christina Lindstedt, Lars Save and Thord Wilkne to be re-elected as Board members.
- Per Hallerby to be elected Chairman of the Board.
A motivation statement pertaining to the Nomination Committee’s proposals to the Board is available on the company’s website, www.addnode.com
For further information please contact:
Per Hallerby, Chairman of the Board, Addnode AB, tel: +46 706 58 68 68, e-mail:
per.hallerby@addnode.com
Johan Andersson, Head of M&A and Investor Relations, Addnode AB, tel: +46 70 420 58 31, e-mail:
johan.andersson@addnode.com
