The shareholders in Pricer AB (publ) are hereby invited to attend the Annual General Meeting at 4:00 p.m. on 1 April 2008 at Scandic Infra City, Kanalvägen 10, in Upplands Väsby.
Notification of attendance
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 Wednesday, 26th of March 2008, and
must notify the Company of their intention to participate in the AGM no later than 4:00 p.m. on
Thursday, 27th of March 2007, by mail to Pricer AB (publ), Bergkällavägen 20-22, SE-192 79
Sollentuna, by telephone to +46 (0)8-505 582 00, by fax to +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 26th March 2008.
Where appropriate, proof of authorization 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. Election of auditor
13. Principles for appointment of the Nomination Committee.
14. Principles for remuneration to senior executives.
15. Authorisation regarding issue of shares
16. Resolution regarding issue of share warrants and introduction of a global incentive programme
17. Authorisation for the President to make formal changes in connection with registration.
18. Adjournment of the AGM
Proposals of the Nomination Committee:
Item 2: Gunnar Mattsson, lawyer from Advokatfirman Lindahl, is proposed as Chairman of the Annual General Meeting.
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: It is proposed that KPMG Bohlins AB be re-elected the company’s auditors for the period extending to the close of the 2012 Annual General Meeting. Current auditor-in-charge, Kari Falk, has completed a period of eight years as auditor. Accordingly, KPMG Bohlins AB has notified the company that it intends to appoint Authorised Public Accountant Åsa Wirén as the new auditor-in-charge.
Item 13: The Nomination Committee proposes that the Board Chairman be authorized to contact the
three largest shareholders in the Company and request that each of them appoint 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 authorized 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 six months before the AGM. 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 term of office 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 2 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 2009 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) proposal of fee to Auditors (e) election of Chairman of the AGM and (f) principles for appointment of the Nomination Committee
Proposals of the Board of Directors:
Item 9 b: The Board of Directors has decided not to propose any dividend.
Item 14: 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 that 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 annually. The variable salary component is based on the attainment of financial targets and individually set goals.
The amount of variable salary shall not exceed the 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 of employment from the company’s side the President has a notice period of 12 months and six months if the termination is from the Presidents side. The notice period for other senior executives varies, but may in no case exceed 12 months. 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 15: The Board of Directors proposes that AGM authorize the Board, on one of more occasions during the period before the next AGM, to decide on the issuance of no more than 100,000,000 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 authorisation shall only be used for acquisition of companies, businesses, intangible assets or other assets.
Item 16: The Board of Directors proposes that the Annual General Meeting resolve to issue share warrants and, in all other relevant respects, to approve the measures described below for the introduction of a global incentive programme.
The Board of Directors proposes that the AGM shall issue 20,000,000 warrants. Each warrant shall, during the period until June 30, 2012, give entitlement to subscription of one new class B share. The subscription price shall be 110 per cent of the last average price paid for the Company’s B share during ten trading days immediately after the day of the Extraordinary General Meeting. The right to subscribe for the warrants shall pertain only to the wholly-owned subsidiary company, Pricer Communication AB, and shall be used for a warrant programme in accordance with the warrant plan proposed by the Board. Full exercise of the warrants will increase share capital by SEK 2,000,000.
In Sweden and the United States, the employees will be offered to choose to acquire warrants at a market price established in accordance with accepted valuation principles or receive employee stock options. The warrants shall be freely convertible, but right-of-first-refusal agreements will be entered into with the employees, according to which, the employees will be obliged to offer the warrants to those having the right of first refusal at a market price under certain conditions.
Employee stock options will be issued to employees outside Sweden, primarily in France and Israel, and to employees in Sweden and the US who so wish. The options will be vested over a period of three years, subject to continued employment in the Group. Employee stock options are non-transferable. To a certain extent, the terms and conditions will be adapted to national legislation, in order to ensure correct treatment for tax purposes in the particular country, which means that the regulations will differ from country to country.
The reason for not applying the pre-emption right of shareholders is that the Company has found it appropriate to be able to offer all employees participation through a correctly weighted incentive programme, in which they will be given the opportunity to share in the favourable development of the Company. The existence of such a programme is also assessed to increase the possibility of attracting and retaining qualified employees. The corresponding option programme from 2007 was appreciated and had the intended favourable effects.
Documents to the General Meeting
The Annual report and the audit report for 2007 and the resolutions of the Board and motions for resolutions regarding items 14-16 will be made available on the Company’s website as from March 18, 2008. Because of the expense these documents will only be distributed to the shareholders who request them and provide their postal address.
Sollentuna, March 2008
Pricer AB (publ)
The Board of Directors
For further information, please contact:
Charles Jackson, President and CEO Pricer AB: +46 8 505 582 00