STOCKHOLM, Sweden, March 12, 2003 (PRIMEZONE) -- Shareholders in Song Networks Holding AB (Other OTC:SONWF) (Stockholmsborsen:SONW) ) are herewith summoned to an annual general meeting to be held on Wednesday, April 9, 2003 at 3 p.m. at Citykonferensen Ingenjorshuset, Malmskillnadsgatan 46, Stockholm
Notification
Shareholders wishing to participate at the general meeting must be recorded in the shareholders' register kept by VPC AB on Friday, March 28, 2003, and notify the company not later than 12 p.m. on Friday, April 4, 2003 to the address: Song Networks Holding AB (publ), att. Pia Hyvari, Box 712, SE- 169 27 Solna, or by fax +46 (0)8-5631 01 01. The notification should also contain the number of assistants (not more than two) who will accompany the shareholder. The notification should also state name, address, social security/company registration number and number of shares represented.
A shareholder whose shares are registered in the name of a nominee must, to be entitled to attend the general meeting, temporarily re-register the shares in its own name in due time prior to March 28, 2003.
A shareholder represented by a representative shall issue a power of attorney. The power of attorney should be dispatched to the company to the address mentioned above in due time prior to the general meeting. If a power of attorney is issued by a legal entity, a certified copy of a certificate of registration for that legal entity must be enclosed.
Items and proposed agenda
1 Opening of the general meeting
2 Election of a chairman for the general meeting
3 Preparation and approval of voting list
4 Approval of agenda
5 Election of one or two persons to verify the minutes
6 Determination of whether the general meeting has been duly convened
7 Presentation of the annual report and the auditor's report and of the
consolidated accounts and
the auditor's report on the consolidated operations
8 Resolution regarding
a) adoption of the profit and loss statement and the balance sheet and
of the consolidated profit
and loss statement and the consolidated balance sheet
b) allocation of the company's profit or loss pursuant to the adopted
balance sheet
c) discharge from liability for members of the board of directors and
the managing director
9 Determination of fee for the board of directors and the auditor
10 Election of the board of directors and deputy member of the board of
directors, if any
11 Proposal of resolution to amend the articles of association
12 Proposal of resolution to
a) appoint a nominating committee
b) assign the board of directors to appoint a compensation committee
c) assign the board of directors to appoint an audit committee
13 Closing of the general meeting Motions
Election of board of directors and fees for the board and the auditor (Items 9 and 10) Shareholders, representing more than 50 percent of the total number of votes, have informed the company that they will vote in favour of the following resolutions:
- Fees for board of directors and auditor is proposed to be SEK 300,000 to the chairman and SEK 125,000 to the other members of the board of directors who are not employed by the group (unchanged in relation to previous year). The auditor will be paid for as invoiced.
- Re-election of Lars Gronberg and election of Tomas Franzen, Roger Holtback, Marta Josefsson, Kjell Nilsson, Lennart Asander and Raj Raithatha.
Amendment to the articles of association (Item 11) The board of directors proposes that item 5 in the articles of association be should be amended as follows: Proposed wording: "The share capital of the company shall be no less than SEK 200,000,000 and no more than SEK 800,000,000." Present wording: "The share capital of the company shall be no less than SEK 80,000,000 and no more than SEK 320,000,000."
Nomination, compensation and audit committees (Item 12) The shareholder Sveriges Aktiesparares Riksforbund has proposed that the general meeting resolves to (i) appoint a nominating committee with the task of preparing matters related to election of board of directors and to nominate suitable members, (ii) assign the board of directors to appoint a compensation committee given the task of preparing matters related to remuneration issues within the company, and (iii) assign the board of directors to appoint an audit committee which shall form a sub-committee to the board of directors preparing issues related to monitoring the audit and the management of the company.
The annual report and the auditor's report for the financial year 2002 will be made available at the company's office at Gustav III:s Boulevard 18, Solna as from 26 March 2003 and will also be distributed to shareholders requesting so and stating their postal address.
Resolution by the general meeting under item 11, is valid only if adopted by shareholders holding more than two-thirds of the votes cast as well as two-thirds of all shares present or represented at the general meeting.
This document is essentially a translation of the Swedish language version. In the event of any discrepancies between this translation and the original Swedish document, the latter shall prevail.
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The following files are available for download:
http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00310/wkr0001.DOC
http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00310/wkr0002.pdf
http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00310/wkr0003.DOC http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00310/wkr0004.pdf