from Pricer AB (publ) April 11th, 2007
The shareholders in Pricer AB (publ) are hereby invited to attend the Annual General Meeting at 5:00 p.m. on 9 May 2007 at Scandic Infra City, Kanalvägen 10, in Upplands Väsby.
Shareholders who wish to participate in the Annual General Meeting (AGM):
must be recorded in their own names in the register of shareholders maintained by VPC AB (the Nordic Central Securities Depository) no later than Thursday, 3 May 2007, and
must notify the Company of their intention to participate in the AGM no later than 4:00 p.m. on Friday, 4 May 2007, by mail to Pricer AB (publ), Bergkällavägen 20-22, SE-192 79 Sollentuna, by telephone +46 (0)8-505 582 00, by fax +46 (0)8-505 582 01 or by e-mail to firstname.lastname@example.org. The notification should include name, address, telephone number, personal or corporate identity number and registered holding.
To be entitled to participate in the AGM, shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own names. Such re-registration should be requested from the trustee well in advance of 3 May 2007.
Where appropriate, proof of authorisation such as a form of proxy or certificate of registration should be sent to the Company prior to the AGM.
1. Opening of the AGM.
2. Election of a Chairman of the AGM.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and sign the minutes.
6. Determination as to whether the AGM has been duly convened.
7. Address by the President of Pricer AB.
8. Presentation of the annual report and the audit report as well as the consolidated financial statements and the audit report for the Group.
9. Resolutions regarding
a) adoption of the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet,
b) allocation of the Company’s profit or loss according to the adopted balance sheet,
c) discharge from liability of the members of the Board of Directors and the President.
10. Determination of fees to be paid to the Board of Directors and Auditors.
11. Election of the Board of Directors.
12. Principles for appointment of the Nomination Committee.
13. Principles for remuneration to senior executives.
14. Authorisation to decide on the issuance of shares.
15. Authorisation for the President to make formal changes in connection with registration.
16. Adjournment of the AGM.
Proposals of the Nomination Committee:
Items 10 and 11: The work of the Nomination Committee is not yet completed. The Company will publish the Nomination Committee’s recommendations for election of Board members and the Board Chairman and the amount of fees and remuneration as soon as these are available.
Item 12: The Nomination Committee proposes that the Board Chairman be authorised to contact the three largest shareholders in the Company and request each appoints one representative to serve on a Nomination Committee, together with the Board Chairman, for the period until the appointment of a new Nomination Committee as authorised by the next AGM. If any of the three largest shareholders refrains from appointing a representative, the shareholder next in order of voting power shall have the right to appoint a representative. The names of the members of the Nomination Committee shall be published at the latest in connection with the year-end report for 2008. The three largest shareholders shall be determined on the basis of the known number of votes immediately prior to the date of publication.
If, during the mandate period of the Nomination Committee, one or several of the shareholders that have appointed members to the Nomination Committee are no longer among the three largest shareholders in terms of voting power, the members appointed by these shareholders shall vacate their seats on the committee and the shareholder(s) that are currently among the three largest holders of votes shall have the right to appoint representatives. However, no changes shall be made in the composition of the Nomination Committee unless there is special reason to do so, if only marginal changes in voting power have taken place or if the change occurs less than two months before the AGM. A shareholder that has appointed a representative to the Nomination Committee has the right to remove such member and appoint a new member in his or her place. If a member leaves the Nomination Committee before its work is completed, the shareholder that has appointed the member shall have the right to appoint a replacement. Changes in the composition of the Nomination Committee shall be published immediately on the Company’s website.
The Nomination Committee shall prepare recommendations on the following matters to be submitted to the 2008 AGM for decision: (a) election of the Board of Directors, (b) election of the Board Chairman, (c) the amount of fees to be paid to independent Board members and the apportionment between the Chairman and other members of the Board, as well as the amount of compensation for work on the committees, (d) election of auditors and the amount of auditing fees (e) election of Chairman of the AGM.
Proposals of the Board of Directors:
Item 9 b: The Board of Directors has decided not to propose any dividend.
Item 13: The Board of Directors proposes that AGM adopt the following principles for remuneration to senior executives. Senior executives include the President and CEO, the CFO and other members of the Group’s executive management.
Pricer shall offer a total remuneration package that is market-based, with respect to conditions in the country where each member of the executive management resides, and enables the Company to recruit and retain qualified senior executives. Remuneration to senior executives shall consist of basic salary, a variable salary component, pension and other customary benefits.
Basic salary is determined individually and is based on each executive’s role, performance, results and responsibilities. The level of salary shall be market-based and shall be reviewed yearly. The variable salary component is based on the attainment of financial targets and individually set goals. The amount of variable salary shall not exceed basic salary.
The pension benefits of senior executives shall be market-based and should be of the defined contribution type or comparable to a public pension plan.
In order to encourage senior executives to align their long-term objectives with those of the Company’s shareholders, the Company shall be able to offer incentives in the form of share-based instruments, in addition to salary, pension and other forms of compensation.
In the event of termination, the President has a mutual notice period of six months and is entitled to termination benefits corresponding to 18 monthly salaries regardless of whether employment has been terminated by the President or the Company. The notice period for other senior executives varies, but may in no case exceed 12 months. Other senior executives are not entitled to termination benefits.
The Board of Directors shall have the right to deviate from the above guidelines if the Board deems this to be motivated by special reasons in an individual case.
Item 14: The Board of Directors proposes that AGM authorise the Board, on one of more occasions during the period before the next AGM, to decide on the issuance of no more than 50,000,000 new shares of class B. The Board shall have the right to decide on the issuance of shares in exclusion of the shareholders’ pre-emptive rights, with or without non-cash consideration. The reason for exclusion of pre-emptive rights and non-cash consideration is to allow the Company to issue shares in connection with the acquisition of companies, operations or rights.
For valid decision, the resolution must be supported by shareholders representing at least 2/3 of both the number of votes exercised and the number of shares represented at the AGM.
Documentation for the AGM
The annual report and audit report for the 2006 financial year will be available on the Company’s website as of 11 April 2007. For reasons of cost, the annual report will be distributed only to those shareholders who so request and who provide their mailing address.
Sollentuna, April 2007
Pricer AB (publ)
The Board of Directors
For further information, please contact:
Jan Forssjö, President and CEO, Pricer AB: +46 8 505 582 00