Notification extraordinary general meeting March 17, 2010 The shareholders of Cision AB (publ) are hereby convened to the extraordinary general meeting of shareholders, Wednesday 17 March, 2010 at 5.00 p.m. (CET) at Konferens Spårvagnshallarna, Birger Jarlsgatan 57A, Stockholm, Sweden. Participation Shareholders who wish to participate in the extraordinary general meeting of shareholders must be registered in the shareholders' register maintained by Euroclear Sweden AB by Thursday 11 March, 2010, and must notify the Company of their intention to attend the extraordinary general meeting of shareholders not later than 4 p.m. (CET) on Thursday 11 March, 2010 by; - post to Cision AB (publ), Att: Angela Elliot, 114 88 Stockholm, - e-mail to angela.elliot@cision.com, - telephone, +46 (0)8-507 410 00, or by - fax, +46 (0)8 507 410 25. Upon notification, shareholders should state their name, personal/corporate identity number, address, daytime telephone number, the number of shares held and, where applicable, representatives and advisors participating. In order to facilitate admission to the extraordinary general meeting of shareholders, the Company wishes to receive powers of attorney, certificates of incorporation and other authorization documents no later than Monday 15 March, 2010. Please note that powers of attorney must be submitted in the original copy. Power of attorney forms are available for download on the website, www.cision.com. Shareholders whose shares are registered in the name of a trustee must temporarily register their shares in their own name, in the shareholders´ register maintained by Euroclear Sweden AB, to be entitled to participate in the extraordinary general meeting of shareholders. This procedure, known as voting right registration, must be effected no later than Thursday 11 March, 2010, which means that the shareholders must inform the nominee well in advance of this date. Number of shares and votes The Company has 74,544,418 shares, each representing one vote, in total 74,544,418 votes. Proposed agenda 1. Opening of the extraordinary general meeting of shareholders 2. Election of chairman of the extraordinary general meeting of shareholders 3. Drawing up and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to verify the minutes 6. Determination as to whether the extraordinary general meeting of shareholders has been duly convened 7. Resolution regarding: A. alteration of the articles of association and B. approval of the Board's decision upon an issue of new shares with preferential rights to the shareholders (see below) 8. Closing of the extraordinary general meeting of shareholders Resolution regarding alteration of the articles of association and approval of the Board's decision upon an issue of new shares with preferential rights for the shareholders (item 7) (A) Alteration of the articles of association In order to enable the new share issue resolved upon by the Board in accordance with item (B) below, subject to the approval of the general meeting of shareholders, the Board proposes that § 4 of the articles of association shall be amended so that the limitations with respect to the share capital will be amended to not less than SEK 210,000,000 and not more than SEK 840,000,000 and that the limitations for the number of shares will be amended to not less than 140,000,000 shares and not more than 560,000,000 shares. (B) Approval of the Board's decision upon an issue of new shares with preferential rights for the shareholders The Board proposes that the general meeting of shareholders resolve to approve the Board's resolution of 14 February, 2010, to increase the Company's share capital by a maximum of SEK 111,816,627 through a share issue of not more than 74,544,418 shares and in accordance with the following main conditions. The Company's shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously owned in the Company. One (1) subscription right is received for each existing share held. One (1) subscription right entitles to subscription for one (1) new share. The record date for determining which shareholders shall be entitled to subscribe for new shares on a preferential basis shall be 22 March, 2010. The new shares will be issued for a subscription price of SEK 3.40 per share. New shares shall be paid in cash. New shares may be subscribed for during the period as from, and including, 24 March, 2010 until, and including 12 April, 2010, or such later date as the Board may decide. Subscription by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall, during the same period, be made on a separate subscription list and be paid in cash not later than three banking days of the dispatch of information on allotment to the subscriber, or such later date which the Board may decide. If not all shares are subscribed for by the exercise of subscription rights, the Board shall decide on the allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the new share issue, and the Board shall firstly allot shares to those that also subscribed for shares by exercising subscription rights and, in case of oversubscription, in proportion to the number of subscription rights used for subscription of shares; secondly, to guarantors in proportion to their respective subscription undertakings and thirdly to others that have applied to the Company for subscription without subscription rights, and, in case they cannot receive full allocation, in proportion to the number of shares that each has applied to subscribe for. The new shares shall entitle to dividends as form the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office. The new share issue requires the articles of association to be amended in accordance with item (A) above. Complete proposals to the decisions The Board's complete resolution and proposal in accordance with item 7 together with all documents pursuant to Chapter 13 section 6 of the Swedish Companies Act, will be available at the Company's premises as from Wednesday 3 March, 2010, will be sent by mail to shareholders who so request, stating their address and be available at the extraordinary general meeting of shareholders. All documents referred to in this section will also as from Wednesday 3 March, 2010 be available on the Company's website, www.cision.com. Stockholm in February, 2010 Cision AB (publ) The Board This press release is also available at: www.cision.com N.B. The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail. For further information, please contact: Erik Forsberg, CFO, telephone +46 (0)8-507 410 00 or e-mail erik.forsberg@cision.com
Notification extraordinary general meeting March 17, 2010
| Quelle: Cision AB