Shareholders of Indutrade AB (publ) are invited to attend the Annual General Meeting to be held at 5 p.m. on Thursday, April 27, 2006, at Garnisonen Konferens, Stora Hörsalen, Karlavägen 100, Stockholm, Sweden.
A. Entitlement to Participate. Notice of Attendance.
To be entitled to participate at the Annual General Meeting, shareholders must be listed in the shareholder register issued by VPC AB on April 21, 2006, and give notice of their intention to participate at the Meeting to the Company no later than 4 p.m. on April 21, 2006. Notice of intention to participate at the Meeting can be given by post to Indutrade AB (publ), Box 6044, SE-164 06 Kista, Sweden; by phone at +46-8-703 03 00; or by fax at +46-8-752 79 39. Notice of intention to participate can also be given by filling out a form at Indutrade’s website, www.indutrade.se. (The notice must state shareholders’ name, national ID number/corporate registration number, address and phone number.) Shareholders are entitled to bring one or two assistants, provided that this has been notified within the above stated time. Power of attorney, registration certificate and other documents of qualification must be available at the Meeting, and should, in order to facilitate the administration at the entrance to the Meeting, be sent to the company by April 21, 2006. A power of attorney must be presented in original.
Shareholders whose shares are registered in the name of a nominee must request registration of their shares in their own names in the shareholder register as per April 21, 2006 in order to be entitled to participate in the Meeting. Such registration can be temporary.
B. Matters to be Dealt with at the Meeting
B.1 Proposed Agenda
1. Opening of the Meeting;
2. Election of the Chairman at the Meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to check the minutes;
6. Resolution as to whether the Meeting has been duly convened;
7. Presentation of the annual report and the audit report, and of the consolidated annual report and the audit report for the group;
8. Speech by the Chairman of the Board and the President;
9. Resolutions in respect of
(a) adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet;
(b) allocation of the Company’s profit as shown in the adopted balance sheet;
(c) record date if the Meeting resolves on distribution of profits;
(d) discharge of liability to the Company for the Directors and the President;
10. Report of the work of the Nomination Committee;
11. Resolution on the number of Directors;
12. Resolution on fees to the Directors;
13. Election of Directors and Chairman of the Board;
14. Resolution on the number of Auditors;
15. Resolution on fees to the Auditors;
16. Election of Auditors;
17. Resolution on a Nomination Committee;
18. Resolution on the Board’s proposed amendments of the Articles of Association;
19. Resolution on the Board’s proposed resolution to authorize the Board to resolve on a new issue of shares in the Company.
The Board and the President propose a dividend of SEK 2.75 per share.
May 3, 2006 is proposed to be the record date for payment of the dividend. If the Meeting resolves in accordance with the proposal, dividends are expected to be distributed by VPC AB on May 8, 2006.
B.III Election of Chairman at the Meeting, Board of Directors, etc.
The Nomination Committee has consisted of Carl-Olof By, Industrivärden; Fredrik Lundberg, L E Lundbergföretagen; Peter Rudman, Nordea Fonder; Robert Vikström, Handelsbankens Pensionsstiftelse and Handelsbanken Pensionskassa; Jan Andersson, Robur Fonder; and Bengt Kjell, Chairman of the Board in Indutrade. Carl-Olof By served as Chairman of the Nomination Committee. The Nomination Committee proposes the following:
Chairman at the Meeting:
Klaes Edhall, Advokat
Number of Directors:
Eight Directors and no deputies (unchanged)
Fees to the Board of Directors:
SEK 300,000 to the Chairman of the Board and SEK 150,000 to each of the other Directors not employed by the Company (unchanged). No additional fees will be paid for committee work.
Board of Directors:
Re-election of Bengt Kjell, Curt Källströmer, Eva Färnstrand, Gunnar Tindberg, Michael Bertorp, Owe Andersson and Johnny Alvarsson. New election of Ulf Lundahl. Anders Nyrén has declined re-election.
Ulf Lundahl, born 1952, is since 2001 vice president and deputy of the President in L E Lundbergföretagen. Before that, he was President of Östgöta Enskilda Bank. Ulf Lundahl is a Director of Holmen AB, i3 Microtechnology, IDI AB, Ramirent OYJ, Stadium AB and S:t Eriks Ögonsjukhus.
Bengt Kjell is proposed to be re-elected as Chairman of the Board.
Number of Auditors:
One auditor and no deputy auditor (unchanged)
Fees to Auditors:
Fees on account (unchanged)
Re-election of Öhrlings PricewaterhouseCoopers AB.
The Nomination Committee shall consist of representatives of the four largest shareholders as well as the Chairman of the Board, who shall summon the Nomination Committee to its first meeting. Chairman of the Nomination Committee shall be the member who represents the largest shareholder. Should a member resign from the Nomination Committee before its work is finished and the Nomination Committee finds it appropriate, the former member shall be replaced by a new member representing the same shareholder or, if that shareholder is no longer one of the largest shareholders, by a member representing the shareholder next in turn. The composition of the Nomination Committee in respect of the Annual General Meeting 2007 shall be based on the ownership as per August 31, 2006, and be announced as soon as it is appointed and no later than six months before the Annual General Meeting. No fees shall be paid to the members of the Nomination Committee. Possible expenses for the work of the Nomination Committee shall be borne by the Company. The term of office of the Nomination Committee expires when the composition of the new Nomination Committee has been announced.
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The Company has been informed that shareholders who together represent more than 65 percent of the votes of all shares in the Company intend to support the proposal of the Nomination Committee.
B.IV The Board’s Proposal for Amendments of the Articles of Association
The main contents of the Board’s proposal are as follows:
New wording of section 4, second sentence: “The number of shares shall be not less than 40,000,000 and not more than 160,000,000.” In section 6, the provision on the term of office of the Board and the provision on that the Board is appointed at the Annual General Meeting are deleted. In section 7, first paragraph, the provision on the term of office of the Auditors and the provision on that Auditors are appointed at the Annual General Meeting are deleted. New wording of section 7, second paragraph: “The Board is authorized to appoint one or several special auditors for the maximum period until the end of the next Annual General Meeting to audit such statements or plans prepared by the Board pursuant to the Companies Act (2005:551) in connection with such an issue of shares, warrants or convertibles with provisions on consideration in kind or that subscription shall be made through set-off of claims or other provisions, transfer of own shares against non-cash consideration, reduction of the share capital or the statutory reserve, merger or division of a limited company. An authorized accountant or a registered public accounting firm shall be appointed as such special auditor.” In section 11, the words “ordinarie bolagsstämma” are changed to “årsstämma” [English translation of Articles of Association not affected by this change]. Section 11:7 (c), is adjusted to correspond to the terminology of the Companies Act: “discharge from liability to the Company of the members of the Board of Directors and the President”. New wording of section 12: “The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479)”.
The resolution of the Annual General Meeting on the proposal under this section B.IV is only valid provided it is supported by shareholders with at least two thirds of the votes cast and the shares represented at the Meeting.
B.V The Board’s Proposal for Authorization for the Board to Resolve on a New Issue of Shares in the Company
The Board proposes that the Annual General Meeting resolves to authorize the Board to, during the time until next Annual General Meeting, at one or several occasions, resolve on issuance of not more than 4,000,000 shares and to deviate from the shareholders’ right of pre-emption. The Board shall only be allowed to resolve on the issuance of new shares against consideration in kind or set-off of claims. Issuance of new shares shall be made in accordance with market conditions.
The purpose of the authorization and the reason to deviate from the shareholders’ right of pre-emption is to make possible the acquisitions of whole or parts of companies or enterprises against consideration in the form of new shares in the Company. Should the authorization be utilized in full, it will correspond to a dilution of approximately 10 per cent of the total number of shares and votes in the Company.
The accounts (including the Board’s proposal on distribution of profits and statement in accordance with chapter 18, section 4 of the Companies Act), the auditor report, as well as the Board’s complete proposals for amendments of the Articles of Association as well as the proposal for authorization for the Board to resolve on issuance of new shares in the Company, are available to the shareholders at the Company two weeks before the Meeting. These documents will also be sent to those shareholders that so request provided the shareholder states its address. The documents will also be available at the Annual General Meeting.
Stockholm, March 2006
The Board of Directors
Indutrade AB (publ)