STOCKHOLM, Sweden, April 3, 2002 (PRIMEZONE) -- The shareholders in observer Aktiebolag (publ) are hereby notified that the Annual General Meeting will be held at 5:00 p.m. (CET) on Thursday, May 2, 2002 at Naringslivets Hus, Storgatan 19, Stockholm
Notification of attendance, etc.
To be entitled to participate in the business of the Annual General Meeting, shareholders must be recorded in the shareholders register issued by VPC AB (the Swedish Securities Register Center) on Monday, April 22, 2002, and must notify the Company of their intention to attend no later than 4:00 p.m. on Thursday, April 25, 2002 in writing to Observer Aktiebolag, SE-114 88 Stockholm, Sweden, by telephone +46 8 507 410 13, fax +46 8 507 410 25 or via e-mail info@observergroup.com.
When giving notice of attendance, please include your name, personal/company registration number (for Swedish citizens or companies), shareholding, address, daytime telephone number and the names of those who will be accompanying you.
Nominee-registered shares
To be entitled to attend the Meeting, shareholders whose shares are registered in the name of a nominee through the trust department of a bank or a brokerage firm must request that their shares be temporarily re-registered in their own names in the shareholders register issued by VPC AB. The registration process must be effected by Monday, April 22, 2002. Shareholders should therefore advise their nominees well in advance of this date.
Proxies, etc.
Shareholders who plan to be represented by proxy must submit a dated power of attorney on behalf of their proxy. If the power of attorney is issued by a legal entity, it must be accompanied by a certified copy of a registration certificate or other similar documentation for the legal entity. The power of attorney and registration certificate may not be older than one year. An original power of attorney and any registration certificate should be mailed to the company at the above address well in advance of the Meeting.
Proposed agenda
1. Opening of the Meeting.
2. Election of the Chairman to preside over the Meeting.
3. Preparation and verification of the voting list.
4. Approval of the agenda.
5. Appointment of two persons to verify the minutes of the
Meeting.
6. Decision whether the Meeting has been properly convened.
7. Presentation of the annual report and auditors' report as
well as the consolidated accounts and auditors' report for
the group.
8. Address by the President.
9. Approval of the income statement and balance sheet as well
as the consolidated income statement and consolidated
balance sheet.
10. Appropriation of the company's profit in accordance with the
adopted balance sheet and adoption of the record date for
payment of the dividend (see below).
11. Decision to discharge the Directors and the President from
liability for their administration.
12. Decision on the number of Directors and their deputies.
13. Decision on the fees paid to the Directors and auditors.
14. Election of the Directors and their deputies (see below).
15. Decision to authorize the Board to decide on new share
issues (see below).
16. Adjournment of the Meeting
Proposals by the Board of Directors
Appropriation of the company's profit in accordance with the adopted balance sheet and adoption of the record date for payment of the dividend (point 10).
The Board of Directors and the President propose that the net profit for the year of SEK 598,058,999 and retained earnings of SEK 232,710,039, totaling SEK 830,769,038, be appropriated such that SEK 0.45 per share, totaling SEK 25,010,036, be distributed to the shareholders and that the remainder, SEK 805,759,002, be carried forward. The record date for the dividend proposed by the Board of Directors is Tuesday, May 7, 2002. If the Annual General Meeting approves the proposal, the dividend is expected to be paid by VPC AB on Monday, May 13, 2002.
Decision to authorize the Board to decide on new share issues (point 15).
The Board of Directors proposes that the Annual General Meeting authorize the Board, until the company's Annual General Meeting in 2003, to decide to issue not more than 2,000,000 new shares in the company. The issues in question may deviate from the shareholders' preferential rights to subscribe for new shares. The Board may decide that the shares may be subscribed in return for non-cash consideration or offsets, according to the terms stipulated in chap. 4 Section 6 of the Swedish Companies Act. The authorization may be utilized, within the above-mentioned parameters, on one or more occasions. The reason for the deviation from the shareholders' preferential rights is that the new shares will be used to acquire operations or companies.
Other proposals
Election of the Directors and their deputies (point 14).
Shareholders representing more than 30 percent of the votes in the company have informed the company of the following proposal for the Board of Directors:
The following Directors have been nominated for reelection: Hakan Bryngelson, Orjan Hakanson, Ulf Ivarsson, Maria Lilja, Robert Lundberg and Hans Tson Soderstrom.
The Annual General Meeting in 1999 appointed the accounting firm of Ernst & Young AB as the company's auditors for the period until the conclusion of the Annual General Meeting held in 2003. Consequently, there will be no auditors' election at this year's Annual General Meeting.
The accounting records and the auditors' report will be made available not later than April 18, 2002 and the Board's complete proposal on the authorization decision according to point 15 as of April 25, 2002 at the company's office at the above address and will be sent upon request to shareholders who provide their address.
Stockholm, April 2002
Observer Aktiebolag (publ)
Board of Directors
Facts about Observer AB
Observer AB, quoted on the O-list (Attract 40) of Stockholm Stock Exchange, operates in the field of business and communication intelligence, with media and market monitoring, analysis and communication evaluation, target group identification and distribution of information for PR and IR purposes. Observer AB has an annual turnover of nearly SEK 1.9 billion and around 2,700 employees in the U.S, UK, Sweden, Canada, Germany, Norway, Finland, Denmark, Portugal, Ireland, Estonia, Latvia and Lithuania.
This press release is also available online at www.observergroup.com and at www.waymaker.net.