STOCKHOLM, Sweden, Feb. 26, 2003 (PRIMEZONE) -- The shareholders of Skanditek Industriforvaltning AB (publ) are hereby summoned to the Annual General Meeting to be held on Wednesday, March 26, 2003 at 5 p.m. at Svenska Lakaresallskapet, Klara Ostra Kyrkogata 10, Stockholm.
Notification
Shareholders who wish to attend the Annual General Meeting must notify Skanditek by no later than 12 noon on Monday, March 24, 2003, by contacting Skanditek Industriforvaltning AB, Kungstradgardsgatan 18, SE-111 47 Stockholm, +46-8-614 00 20 (tel.), +46-8-614 00 38 (fax) or info@skanditek.se. The shareholder's name, address, personal identity number or corporate ID number (whichever is applicable), telephone number and registered shareholding must be specified in the notification.
Right to attend
In order to be entitled to attend the Annual General Meeting, shareholders must be registered in the share register maintained by VPC (The Swedish Securities Register Center) by March 14, 2003, at the latest. Shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own name in order to participate in the Annual General Meeting. Shareholders must notify their trustees to this effect in good time before the day specified.
Agenda
1. Election of chairman of the AGM.
2. Preparation and approval of the list of voters.
3. Approval of the agenda.
4 Election of two persons to check the minutes.
5. Resolution determining whether the Meeting has been duly convened.
6. The President's address.
7. Presentation of the annual report, the consolidated financial
statements and the auditor's report.
8. a) Resolutions concerning adoption of the income statement and the
balance sheet, as well as the consolidated income statement and
the consolidated balance sheet,
b) allocation of profits/loss according to the adopted balance
sheet,
c) discharge of the Board of Directors and the President from
personal liability.
9. Resolution concerning the number of Directors and deputy Directors
to be elected.
10. Determination of the fees to be paid to Directors and auditors.
11. Election of Directors and deputy Directors.
12. Election of auditors and deputy auditors.
13. Election of the Nomination Committee.
14. Authorization of the Board to make decisions regarding new share
issues before the next AGM.
15. Authorization of the Board to make decisions regarding the
acquisition and transfer of Company shares
16. Other items.
17. Closure of AGM.
Proposal concerning dividend (item 8b) The Board proposes that no dividend be paid for the 2002 fiscal year.
Proposal concerning election of Directors (items 9 and 11) The Nomination Committee proposes that the Board consist of five Directors without Deputies and that Directors Johan Bjorkman, Dag Tigerschiold, Patrik Tigerschiold, Mathias Uhlen be re-elected and elected Mikael Gottschlich.
Proposal concerning fees (item 10) The Nomination Committee proposes that director fees of SEK 600,000 be allocated within the Board and that auditor fees be settled according to approved invoices.
Proposal concerning the election of auditors and deputy auditors (item 12) The Board proposes that Ernst & Young, with Torbjorn Hanson (re-election) as the auditor responsible under Swedish law and Olof Cederberg (re-election) as deputy, be elected.
Proposal concerning authorization of the Board (item 14) The Board proposes that the AGM authorize the Board, disapplying the shareholders' preferential rights, to make decisions regarding the issue of not more than 5,000,000 new shares up to the date of the next AGM. The purpose of this authorization is to give the Company the opportunity to acquire entire companies or parts of other companies using the shares as payment. A decision regarding the issue of new shares may contain a condition that subscription for shares be paid in the form of capital contributed in kind. The issue price shall be fixed as close as possible to the market value of the Company's share. The Board also proposes that the Board, or a person appointed by the Board, be authorized by the AGM to make minor alterations to the AGM decision according to item 13 that may become necessary in connection with registration at the Patent and Registration Office.
Proposal concerning authorization of the Board to make decisions regarding the acquisition and transfer of Company shares (item 15) The Board of Directors' proposal essentially entails authorization of the Board to make decisions prior to the next Annual General Meeting regarding the purchase, on one or several occasions, of Company shares whereby Skanditek's holding of Company shares may not exceed 10 percent of the total number of Company shares at any time. The shares shall be purchased on Stockholmsborsen or via an offer directed to all shareholders. With respect to shares purchased on Stockholmsborsen, the price per share must be within the registered interval of share prices at the particular point in time. Payment for the shares must be made in cash. The purpose of the authorization is to enable the Board to adjust the Company's capital structure. In addition, such a program will enable the repurchased shares to be used as financing in the event of future investments in current or new portfolio companies. The proposal also entails that the Board will be authorized, during the period prior to the next Annual General Meeting, to divest Skanditek's own holding of Company shares. Such transfers of shares may be undertaken, while disapplying the current shareholders' preferential rights, in connection with acquisitions. In conjunction with such transfers, the lowest price per share must correspond to an amount that is close to the price paid for the Company's shares on Stockholmsborsen at the time of the decision or transfer. The authorization may be exercised on one or more occasions and pertain to Skanditek's entire holding of Company shares at the date of the Board's decision. The authorization also includes the right to make decisions to disapply the current shareholders' preferential rights, and that payment may be made in cash, cash-in-kind or in the form of offsetting. The reason for disapplying the current shareholders' preferential rights in connection with transfers of shares and the foundation for the selling price is to enable the financing of possible investments in current and new portfolio companies in a cost-effective manner.
Other items (16)
Sveriges Aktiesparares Riksforbund proposes that the AGM assign the Board to appoint a Compensation Committee.
Sveriges Aktiesparares Riksforbund proposes that the AGM assign the Board to appoint an Audit Committee.
The complete versions of the Board's proposals under Points 14 and 15 will be available to shareholders at the Company's office on Kungstradgardsgatan 18, Stockholm, as of March 12, 2003 at the latest. Shareholders with more than 50 percent of the Company's shares and votes support the proposals 9,10,11,12,14 and 15.
SKANDITEK INDUSTRIFORVALTNING AB (publ)
The Board of Directors
Please find the report attached to the link below:http://reports.huginonline.com/893273/114087.pdf