Registration and notice of attendance
Shareholders and/or Holders of SDB (Svenska Depå Bevis) who wishes to attend the Meeting must be recorded in the shareholders register kept by Euroclear Sweden AB, the Swedish securities registry, on Monday, June 18, 2012 (the Record Day).
Notice of attendance must be made to the Company no later than Monday, June 18, 2012. Notice of attendance can be submitted by email firstname.lastname@example.org or by post; Mycab International SA, Box 1152, 251 11 Helsingborg, Sweden. Notice of attendance must include name, date of birth, address, telephone number, the number of SDBs represented and attending assistance, if there is any.
Nominee registered SDBs
In the event holders of SDBs, having their SDBs registered by a Nominee, it is required that the nominee register the holder of SDB in the Share holders register no later than Monday, June 18, 2012 (the Record Day).
Representation by Proxy
Holder of SDBs represented by proxy shall issue a power of attorney for the representative. The power of attorney shall be sent, in original, to the Company no later than Monday, June 18, 2012 to address; Mycab International SA, Box 1152, 251 11 Helsingborg, Sweden.
1. Election of the Chairman
2. Preparation and approval of the voting list
3. Approval of the agenda of the meeting
4. Verification that the Meeting was duly convened
5. Election of attendant for authorizing the minutes
6. Presentation of the consolidated accounts and of the reports of the board of directors and of the auditor
7. Presentation of the annual accounts and of the reports of the board of directors and of the auditor
8. The CEO speech and questions to the board of directors and the management.
9. Approval of the consolidated accounts
10. Approval of the annual accounts and allocation of the results as at December 31, 2011
11. Resolve discharge of liability for the members of the board of directors and the CEO
12. Resolve discharge of the auditor to the statutory and the consolidated accounts
13. Resolve the number of directors for the board
14. Resolve remuneration to directors elected by the Meeting
15. Election of board of directors
16. Appointment of the auditor to the statutory and the consolidated accounts
17. Resolve on increasing the share capital of the Company by an amount of EUR 181 795 by issuing eighteen
million one hundred and seventy nine thousand five hundred bearer shares (18 179 500) with a nominal value of one Euro cent (EUR 0,01) each.
18. Resolve on authorizing the board of directors, for the time until next AGM, to increase the subscribed share capital within the limits of EUR 1,101,748.40 by the issuance of one hundred and ten million one hundred and seventy four thousand eight hundred and forty bearer shares (110 174 840) with a nominal value of one Euro cent (EUR 0,01).
19. Miscellaneous issues
20. Closing of the Meeting
The annual accounts and auditing report (Item 6) will be available at the Company office and website (www.mycabinternational.com
) from June 11, 2012. The accounts and reports will also be available at the venue of the AGM.
Item 1 (Chairman of the Meeting)
It is proposed, by the board of directors, that Ms. Martine Kapp at LWM GROUP Luxembourg is elected to Chair the Meeting.
Item 13 to 14 (Number of directors and remuneration)
According to the articles of association, the Board shall comprise not less than three directors. The principal shareholder proposes that the number of directors elected by the Meeting shall be three directors and that remuneration shall only be granted to the chairman and amounts to EUR 10 000 per annum.
Item 15 (Election of directors)
Re-election of three directors;
Karin Bachstätter (Director)
Roger Blomquist (Director)
Jodat Nadeem (Chairman of the board)
Acceptance of resignation of Sebastian Vithal (Director) with immediate effect
Item 16 (Appointment of auditor)
It is proposed that Helmut Havenith at HRT Révision SA, Luxembourg is appointed as auditor to the statutory and the consolidated accounts for a period of six (6) years.
Item 17-18 (Capital increase)
In accordance with a resolution on a duly convened EOGM in December 29, 2011, the Company has conducted a share issue which totalled 128 354 340 shares exercised at SEK 0,20 per share amounting to SEK 25 670 868.
The share issue became fully subscribed after underwriter subscriptions amounting 46 per cent of the total share issue. One-fifth of the subscribed amount (*EUR 411 584) has been paid and the remaining amount (*EUR 2 494 358) expects the board to be paid before year end, in cash or in kind.
The board of directors proposes that the share capital is increased corresponding the subscribed and paid shares and that the Board is authorized to resolve a capital increase corresponding to the remaining subscribed shares when payment is made, in cash or in kind.
* Exchange rate: 1 SEK = 0,1132 EUR