Notice to attend the Annual General Meeting in Scribona AB (publ)


Notice to attend the Annual General Meeting in  Scribona AB (publ)

The Annual General Meeting in Scribona AB (publ) will be held on Thursday 20 May
2010, at 3:00 p.m., at the conference facility Maskinrummet at the Nordic Sea
Hotel, Vasaplan 4, in Stockholm, Sweden. 
 
Right to participate
Shareholders who wish to participate in the annual general meeting must:
- be entered in the register of shareholders maintained by Euroclear Sweden AB
by Friday 14 May 2010, and 
- provide notification of intention to participate to Scribona AB (publ),
Vasagatan 38, SE-111 20 Stockholm, Sweden, in writing or by telephone +46
(0)8-734 63 50, or by e-mail to info@scribona.se no later than 4:00 p.m. on
Monday 17 May 2010. The shareholder shall in the notification include name,
personal/corporate identity number, address, telephone number and possible
advisors. In case of participation by proxy, the proxy should be submitted
together with the notification to participate in the annual general meeting. A
template proxy form is held available on the company's home page
www.scribona.com. To order a template proxy form, the same address, telephone
number and e-mail as above apply.
 
Registration  
Shareholders who have registered their shares with a securities institution or
corresponding foreign institution must in order to be able to exercise their
voting rights at the Annual General Meeting temporarily re-register the shares
in their own names. Shareholder who wish to request such re-registration must
notify its institution well in advance of Friday, 14 May 2010, when the
registration must be completed. 
 
Proposed agenda  
1. Opening of the meeting. 
2. Election of a chairman to preside over the meeting. 
3. Drawing up and approval of the voting list.
4. Approval of the agenda. 
5. Election of two persons, in addition to the chairman, to verify the minutes. 
6. Decision as to whether the meeting has been duly convened. 
7. Presentation of the annual report and the auditors' report as well as the
consolidated financial statements and the consolidated auditors' report. 
8. Presentation by the CEO. 
9. Decision regarding adoption of the profit and loss statement and the balance
sheet as well as the consolidated profit and loss statement and consolidated
balance sheet. 
10. Decision regarding dispositions of the company's profit or loss according to
the adopted balance sheet. 
11. Decision regarding discharge from liability for the directors and the CEO. 
12. Decision regarding the number of directors and deputy directors and the
number of auditors and deputy auditors.
13. Determination of remuneration to the board of directors and to the auditors.

14. Election of directors, deputy directors, chairman of the board of directors.
15. Election of auditors.
16. Adoption of principles for remuneration to the executive management.
17. Decision regarding authorisation for the Board of Directors to resolve on
issues of warrants for subscription of shares. 
18. Adjournment of the Meeting.
 
Item 2. Election of a chairman to preside over the meeting.  
The two largest shareholders, CA-Plusinvest AB and Bronsstädet AB, propose that
attorney Björn Edgren shall be appointed as chairman of the meeting.  
 
Item 10. Decision regarding dispositions of the company's profit or loss
according to the adopted balance sheet. 
The board of directors propose that retained earnings and the year result be
carried forward to new account.

Item 12. Decision regarding the number of directors and deputy directors and the
number of auditors and deputy auditors.
The two largest shareholders propose that the board of directors shall consist
of five directors with no deputy directors. 
The two largest shareholders propose that the company shall have one auditor
with no deputy auditor.

Item 13. Determination of remuneration to the board of directors and to the
auditors.
The two largest shareholders propose that the remuneration to the board of
directors shall be paid in a total amount of SEK 1,100,000 of which SEK 300,000
to the chairman of the board of directors and SEK 200,000 to each of the other
directors not employed by the group. 
The two largest shareholders further propose that the auditor's fee shall be
paid in accordance with approved invoices.  
 
Item 14. Election of directors, deputy directors and chairman of the board of
directors. 
The two largest shareholders propose that Lorenzo Garcia, Björn Edgren, Johan
Claesson, Johan Damne and Peter Gyllenhammar are re-elected as directors and
that Björn Edgren shall be the chairman of the board of directors.

Item 15. Election of auditors.
The board of directors propose the election of the audit firm KPMG as auditor
with main responsible auditor authorized public accountant Lars Marcusson for a
term until the Annual General Meeting to be held during the fourth fiscal year
after the election of the auditor. The proposed change of auditor before the end
of the previous four year term is made for all companies in the group which will
lead to significant lower total audit costs.
Further information about the proposed directors and auditor is available on the
company's home page www.scribona.com.
 
Item 16. Adoption of principles for remuneration to the executive management.  
The board of directors proposes that the following principles for the
remuneration to the executive management, which consists of the CEO, shall apply
for the time after the annual general meeting.
- The remuneration to executive management should consist of fixed market
oriented remuneration.
- Executive management shall have market oriented terms of notice.
- It is proposed that the board of directors in an individual case may deviate
from the above stated principles should it be required due to particular
circumstances.
 
Item 17. Resolution on the authorisation for the Board of Directors to resolve
on issues of warrants for subscription of shares. 
The Board of directors propose that the Annual General Meeting authorises the
Board of Directors, for the period up until the next Annual General Meeting, on
one or more occassions, with or without pre-emptive rights for the shareholders,
to resolve on issues of a maximum of 30,000,000 warrants for subscription of
B-shares for consideration of cash. The maximum dilution pursuant to this
authorisation is 26.9 per cent of all shares and 24.6 per cent of all votes in
the company.
The reason for the allowing of issues without pre-emptive rights for the
shareholders, is to prepare for possible future acquisitions. In an issue made
without pre-emptive rights for the shareholders, the price shall be set on
market terms.
The General Meeting's decision to authorise the Board of Directors to resolve on
issues of warrants for subscription of shares, is valid only if approved by
shareholders holding at least two thirds of the votes cast and two thirds of the
shares represented at the meeting.

Available documents  
On 6 May 2010, at the latest will the following documents be held available at
the company and on the company's home page www.scribona.com and can be ordered
free of charge by shareholders in printed versions on tel +46 (0)8-734 63 50 or
email info@scribona.se 
- The annual report and the auditor's report
- Principles for remuneration to the executive management 
- The board of directors proposition on resolution on the authorisation for the
Board of Directors to resolve on issues of warrants for subscription of shares

Number of shares and votes 
The company has on 14 May 2010 a total of 81,698,572 shares of which 2,530,555
are of series A (each carrying five votes) and 79,168,017 are of series B (each
carrying one vote), corresponding to a total of 91,820,792 votes. 
 
Solna, April 2010 
THE BOARD OF DIRECTORS 


This is a translation of the Swedish version. In case of any discrepancy between
the English and the Swedish versions, the Swedish version shall take precedence.


Scribona is listed on the First North market place. Mangold Fondkommission AB,
+46 (0)8-503 015 50, is the company´s Certified Adviser on First North.

Attachments

04202185.pdf