The shareholders of HL Display AB (publ) are herewith summoned to the annual general meeting on Wednesday, 2 April 2008 at 16.00 to be held at Näringslivets Hus, Solen, Storgatan 19, Stockholm. PARTICIPATION Shareholders that wish to participate at the annual general meeting shall: be registered in the shareholders' register recorded by VPC AB at 27 March 2008, and notify if they, and the number of deputies, that intend to participate at the general meeting no later than at 16.00 on Thursday 27 March 2008 to HL Display AB (publ), Horisontvägen 26, SE-128 34 Skarpnäck, Sweden, fax +46 (0)8-683 73 01, e-mail anmalan@hl-display.com or on the website at www.hl-display.com. Nominee registered shares Shareholders whose shares are nominee registered shall, before 27 March 2008, through the nominee temporarily register the shares in the shareholders own name to be entitled to participate at the general meeting. SHARES AND VOTES HL Display AB has 7,734,772 shares, of which 913,024 are class A shares and 6,821,748 are class B shares, which means 1,595,198.8 votes. PROPOSED AGENDA The following items will be dealt with at the annual general meeting: 1. Opening of the general meeting 2. Election of chairman for the general meeting. 3. Drawing up and approval of the electoral register. 4. Approval of the agenda. 5. Election of one or two persons to verify the minutes. 6. Decision of whether the general meeting has been lawfully convened. 7. Report by the chief executive officer Gérard Dubuy. 8. Presentation of the annual accounts and the audit report plus the consolidated accounts and the consolidated audit report. 9. Decision to; a) adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet. b) allocate the company's profit in accordance with the adopted balance sheet. c) discharge the directors of the board and the chief executive officer for their administration of the company. 10. Establishment of the number of board members and the number of auditors and fees to the board of directors and the auditor. 11. Election of board members, chairman of the board and auditors. 12. Decision regarding guidelines for remuneration to senior executives. 13. Decision regarding guidelines for the appointment of a nomination committee. 14. Decision regarding share split and related changes of the articles of association. 15. Decision regarding changes of the articles of association. 16. Meeting closes. PROPOSALS FOR DECISION Dividend (Item 9 b) The board proposes a dividend of SEK 5,50 per share. The record day is proposed to be 7 April 2008. If the annual general meeting agrees to the proposal, it is expected that the divided will be issued by VPC on 10 April 2008. Establishment of the number of board members and number of auditors and fees to the board of directors and the auditor (Item 10) The nomination committee proposes that the board of directors shall consist of 8 members elected by the general meeting and that a registered accounting firm shall be appointed as the auditor of the company. The nomination committee also proposes that the fee to the board in total shall be SEK 1,250,000 to be distributed with SEK 250,000 to the chairman of the board, and SEK 150,000 to each of the other members of the board that is not employed by the company. Within the framework for the fee to the board of directors a member of the remuneration committee or the audit committee may, if substantial extra work is performed, be entitled to an extra fee of maximum SEK 50,000 per person, but in total no more than SEK 100,000. The auditors shall be paid against approved invoices. Election of board members, chairman of the board and auditors (Item 11) The nomination committee proposes re-election of the board members as follows: Anders Remius Gérard Dubuy Jan-Ove Hallgren Stig Karlsson Åke Modig Mats-Olof Ljungquist The nomination committee proposes that Mr. Lars-Åke Rydh and Mrs. Anna Ragén are elected as new members of the board. Lars-Åke Rydh is CEO and group executive of Nefab Aktiebolag up until and including May 2008, when he is proposed to be appointed to chairman of the board in the same company. He is also a board member of Nolato AB and OEM International AB. Anna Ragén is CEO and group executive of Jubo Mechatronics AB. She is also a board member of Innovationsbron AB and Örebro Läns Flygplats AB. The nomination committee also proposes that Anders Remius will be re-appointed as chairman of the board. The nomination committee finally proposes re-election of the accounting firm KPMG Bohlins AB as auditor. The company has been notified about that the authorised public accountant Mrs. Åsa Wirén-Linder will be principal auditor. Guidelines for remuneration to senior executives (Item 12) The principle contents of the proposal are as follows An important part of HL Display s strategy is to attract and retain key employees. The compensation that the company offers its senior executives comprises an important part of this strategy. The board of directors' view is that a fixed salary combined with a variable, performance-related payment is efficient means for attracting employees and directing performance towards objectives set by the board. By offering long-term part ownership of the company in addition, the board will promote long-term commitment which thereby facilitate retention of key employees by the company. The three components of fixed salary, variable payment with a fixt seal and ownership shall be seen as a whole, but the three parts are set in accordance with various principles. Guidelines for the appointment of a nomination committee (Item 13) The nomination committee proposes that the chairman of the board, in consultation with the major owners of the company, is appointed to appoint a nomination committee for the annual general meeting 2009 . The nomination committee shall have at least four members of which one of the members shall be the chairman of the board. The members of the nomination committee shall be well acquainted with the company and the owners of the company. The chairman of the nomination committee shall be well acquainted with the major owners of the company. If a member of the nomination committee resigns the major owners of the company shall in consultation appoint a substitute. The task of the nomination committee shall be to; - evaluate the composition of the board of directors and their work, - propose members of the board and chairman of the board to be elected at the annual general meeting, - in co-operation with the audit committee of the company propose auditors to be elected at the annual general meeting when necessary, - propose fees to the board of directors and auditors to the annual general meeting and - propose chairman of the annual general meeting to the annual general meeting The composition of the nomination committee shall be notified no later than six months before the annual general meeting 2009. The nomination committee shall be remunerated for its expenses regarding evaluation and recruitment. The members of the nomination committee are not entitled to any remuneration from the company. Share split and related changes of the articles of association (Item 14) With the purpose to attain a suitable number of shares in the company, the board proposes that the general meeting decides about a share split in which each share will be split to four shares. This means that the number of shares in the company will increase to 30,939,088, of which 3,652,096 are of class A and 27,286,992 are of class B. The quotient value of the share will be SEK 1.25, and that § 4, second and third paragraph in the articles of association regarding the numbers of shares are changed as follows:"The number of shares shall be no less than 30,000,000 and no more than 120,000,000."Shares issued of Serie A shall be no more than 120,000,000 and shares of Serie B no more than 120,000,000. The board also proposes that the general meeting authorises the board to resolve upon the record day for the share split and to take any other measures that will be necessary to accomplish the split. Changes of the articles of association (Item 15) The board proposes that the general meeting decides about changes of § 4, first paragraph, § 5 and § 7 in the articles of association, in addition to some linguistic and editorial changes of minor importance, as follows: § 4: first paragraph: "The share capital shall be no less than 37,500,000 and no more than 150,000,000.": § 5: "authorised" accounting firm will be changed to "registered" accounting firm; and § 7: is supplemented with new paragraphs 8, 11 and 12 and an adjustment of paragraph 10. Paragraph 8 includes "establishment of the number of board members and alternates and the number of auditors and alternate auditors"; Paragraph 10 is supplemented with "election of the chairman of the board"; and the paragraphs 11 and 12 includes"decision regarding guidelines for remuneration to senior executives" and "decision regarding guidelines for the appointment of a nomination committee". MISCELLANEOUS Proxy, the annual accounts and audit report, the board's complete proposals according to the proposals made and the board's statement as a consequence of the proposal on appropriation of profits are available at the company at Horisontvägen 26, Skarpnäck and at the website www.hl-display.com as from 19 March 2008 and will on request be sent to shareholders who notify their postal address. The annual general meetings decision according to items 14-15 above has to be supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting. Stockholm, February 2007 Board of Directors
Summon Annual General Meeting 2008 HL Display AB
| Quelle: HL Display AB