The shareholders in Pricer AB (publ) are hereby invited to attend the Annual General Meeting at 2:00 p.m. on 24 April 2009 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 Euroclear Sweden AB (formerly VPC AB) no later than Saturday, 18 April 2009, and
must notify the Company of their intention to participate in the AGM no later than 4:00 p.m. on Monday, 20 April 2009, 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 18April 2009.
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 regarding the issuance of shares
15. Resolution regarding changes in the terms of the convertible debenture programme.
16. Authorisation for the President to make formal changes in connection with registration.
17. Adjournment of the AGM
Proposals from the Nomination Committee:
Item 2: Gunnar Mattsson, an attorney from Advokatfirman Lindahl, is proposed as Chairman of the Annual General Meeting.
Item 10: Board fees are proposed to be paid in a total amount of SEK 1,250,000, of which SEK 450,000 to the Chairman and SEK 200,000 to each of the other members. This is a reduction in the total fees, as the Board is proposed to consist of five instead of six members, but otherwise entails the same individual amounts as in the previous year. No fees or remuneration are proposed for work on the Nomination Committee or other Board committees. However, expenses incurred in the work of the Nomination Committee are reimbursed by the company. It is proposed that fees to the company’s auditors be paid according to approved account.
Item 11: It is proposed that Mikael Bragd, Daniel Furman, Bo Kastensson and Peter Larsson be re-elected. As a new Board member, Bernt Magnusson is proposed. Akbar Seddigh, Chairman and Magnus Schmidt, Vice Chairman have declined re-election. Peter Larsson is proposed as Chairman of the Board.
Bernt Magnusson, born in 1941, holds a Master’s of Political Science from the Univeristy of Uppsala. Bernt Magnusson is currently Chairman of Kwintet and member of the Board of Coor Service Management, Fareoffice, Höganäs, Net Insight, Nordia Innovation, Pharmadule and Volvo Car. Bernt Magnusson has held positions as president or chairman in several large corporations in the past.
Item 12: The Nomination Committee proposes that the Board Chairman be authorised 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 authorised by the next AGM. Furthermore, the Nomination Committee shall include one representative for the smaller shareholders who have an independent status in relation to the Company and its major shareholders. 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 needed, the Board shall be able to convene the previous Nominating Committee before a new Nominating Committee has been formed according to the principles stated above.
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 2010 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 from 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 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.
The President has a notice period of 12 months in the event of termination of employment on the part of the Company, and six months in the event of termination of employment on the part of the Presidents 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 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. This authorisation shall be exercisable only in connection with the acquisition of companies, operations, intangible rights or other assets.
Item 15: The Board of Directors of Pricer decided on 26th of March 2009, conditional on the approval of the AGM, to change the conditions for the Company’s convertible debentures as decided by the Board of Directors on 19 February 2007 and approved by an Extraordinary General Meeting on 14 March 2007. The changes apply to the Company’s convertible debenture series 2007/2009:1, 2007/2009:2 and 2007/2009:3, and mean principally (i) that the total loan amount will be reduced to SEK 22,450,000, (ii) that the conversion price will be reduced to the average rate at the end of ten trading days directly before the AGM (however not higher than 0,70 SEK) (iii) that the maturity of the loan will be extended until 30 June 2010 (iv) that the conversion period be extended until 30 June 2010 and (v) that the term “existing dept” in the convertible terms are adjusted to Pricer’s current financial situation. Pricer will redeem the remaining amount outstanding of SEK 22,450,000 on the maturity date on 19 April 2009.
Shares and votes
The Company has a total of 1,016,132,200 shares, of which 2,260,817 share of class A and 1,013,871,383 are of class B, corresponding to a total of 1,025,175,468 votes.
Documents to the General Meeting
The Annual report and the audit report for 2008, the corporate governance report and the resolutions of the Board and motions for resolutions regarding items 13-15 will be available on the Company’s website as of April 10, 2009. For reasons of cost, these documents will be distributed only the shareholders who request them and provide their postal address.
Sollentuna, March 2009
Pricer AB (publ)
The Board of Directors