MALMO, Sweden, April 7, 2003 (PRIMEZONE) -- The shareholders of AudioDev AB (publ.) are hereby summoned to the annual general meeting on Tuesday, May 6, 2003 at 16:00 in Bagersalen, S:t Gertrud Kongresser, Bagersgatan 1, Malmo.
Entitlement to attend:
To be entitled to attend the general meeting, shareholders must be registered in their own name on the printout of the company's share register produced by VPC AB as of 26 April 2003.
-- and, no later than noon on 29April 2003, have given the company notice of their intention to attend the general meeting together with the number of assistants (no more than two) they intend to bring to the meeting.
Shareholders who have had their shares registered to nominees must temporarily re-register them in their own name with VPC AB in order to be able to attend the meeting. Such registration must have been accomplished on April 25, 2003. This means that shareholders must communicate their wishes on the matter to the nominee in plenty of time before that date.
Notice of attendance
Notice of attendance at the meeting may be given in writing care of AudioDev AB, Kabingatan, 212 39 Malmo or by telephone, fax or email to Marielle Noble, tel: +46 40 690 4905, fax: +46 40 690 49 90, marielle.noble@audiodev.com. Please include the shareholder's name, number of shares owned and daytime telephone number.
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Drawing up and approval of the voting list
4. Acceptance of the agenda
5. Election of a person to check the minutes
6. Scrutiny of whether the meeting has been properly convened
7. Presentation of the annual accounts and auditor's report
together with the group accounts and group auditor's report
8. Statement by Managing Director
9. Resolution to adopt the profit and loss account and balance sheet
together with the group profit and loss account and balance sheet
10. Resolution on allocations relating to the company's profits in
accordance with the balance sheet adopted
11. Resolution to discharge directors and Managing Director from
liability
12. Establishment of the number of directors and deputies as well as
the number of auditors and deputies
13. Establishment of remuneration to the Board of Directors and
auditors
14. Election of Board of Directors
15. Election of auditors
16. The Board of Director's proposal for authorization to pass a
resolution regarding acquisition of the company's own shares
17. The Board of Director's proposal for a resolution to decrease
the premium fund.
18. Proposal from shareholder Swedish Shareholders' Association
regarding the appointment of
- a nomination committee and
- a charge to the Board of Directors to appoint a replacement
committee and an auditing committee
19. Conclusion
Item 10 -- Dividend
The board and Managing Director recommend a dividend of SEK 0.75 per share. The board has proposed Friday 9 May 2003 as the record day. Should the general meeting resolve to accept the board's proposal, it is expected that the Securities Register Centre will distribute the dividend on 14 May 2003.
12 - 15. Board of Directors and Auditors
The company has been informed that shareholders representing slightlymore than 70% of all votes in the company will support the followingproposals:
Board members: re-election of Sven Ohlsson, Jan Barchan, Goran Barsby, Per Ludvigsson and Thomas Vonheim. Deputy Board member: re-election of Peter Oscarsson Auditor: re-election of Certified Accountant Peter Sjoberg Deputy Auditor: election of Certified Accountant Johan Thuresson Director's fees: 450,000 SEK apportioned between the Board of Directors Audit fee: According to approved account
16. Mandate for the Board of Directors to pass a resolution regarding acquisition of the company's own shares The Board of Directors has proposed that the Annual General Meeting shall give the board a mandate to pass a resolution during the period up to the next Annual General Meeting regarding acquisition of at maximum as many of the company's own shares so that the company's ownership of its own shares will not at any time exceed 10 percent of the total number of shares in the company. Acquisition of the company's own shares will be made at the Stockholm Stock Exchange according to the registered share price interval at that time. The purpose of this proposed mandate is to enable the Board of Directors to adjust the capital structure of the company in an expedient way.
17. Reduction of the Premium Fund
The Board of Directors has proposed that the Annual General meeting will pass a resolution regarding reduction of the premium fund by 150 million SEK for transfer to non-restricted equity.
The Board of Directors' complete proposals for resolutions according to items 16 - 17 will be available for shareholders at the company's office from 22 April 2003. The proposals plus a copy of the communication from The Swedish Shareholders' Association (item 18) will be sent to shareholders who request them.
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http://www.waymaker.net/bitonline/2003/04/04/20030404BIT00590/wkr0002.pdf