The stockholders in Nocom AB (publ) are hereby invited to attend the Annual General Meeting at 7 p.m. on Tuesday, May 6, 2008, at IVA, Grev Turegatan 16, in Stockholm.
Stockholders who wish to participate in the Annual General Meeting (“AGM”) must:
– be recorded in the register of stockholders maintained by VPC AB (the Nordic Central Securities Depository) not later than Tuesday, April 29, 2008,
– provide notification of their intention to participate in the AGM not later than Wednesday, April 30, 2008, in writing to Nocom AB (publ), Kista Science Tower, SE-164 51 Kista, Sweden, by telephone
+46 08-410 920 35, fax +46 8-410 920 01 or by Internet at www.nocom.se.
The notification should include name, address, telephone number, personal identity number and registered holding.
To be entitled to participate in the AGM, stockholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name with VPC AB. Stockholders must notify their trustees well in advance to ensure that an entry is made in the register of stockholders by April 29, 2008. When applicable, proof of authorization, such as forms of proxy and certificates or registration should be sent to the Company prior to the AGM. A proxy form can be downloaded from the Company’s website www.nocom.se. Stockholders who wish to be accompanied by one or two assistants must inform the Company by the same date and in the same manner applicable to stockholders.
1. Opening of the AGM
2. Election of the Chairman of the AGM
3. Drawing up 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. Decision as to whether the AGM has been duly convened
7. Address by the CEO
8. Presentation of the Annual Accounts, the Audit Report the Consolidated Accounts and the Consolidated Audit Report
9. Resolutions regarding
a. Adoption of the Income Statements and Balance Sheets of the Parent Company and the Group,
b. appropriation of the Company’s profits according to the adopted balance sheet and decision on the record date for dividends, and
c. discharge from liability for the members of the Board of Directors and the CEO
10. Decision regarding the number of Board members and deputies
11. Decision regarding fees to be paid to the Board of Directors and Auditor
12. Election of Board members, Board Chairman and Auditor
13. Appointment of the Nominations Committee
14. Amendment to the Articles of Association entailing a change in the Company’s name
15. Approval of the Board’s proposed guidelines for remuneration and other terms employment of senior executives
16. Authorization for the Board to decide on the repurchase of treasury shares
17. Amendment to the Articles of Association for the purpose of a reverse share split
18. Authorization for the Board to decide on the issue of new shares
19. Sale of Network Innovation
20. Other business to be transacted by the AGM according to the Swedish Companies Act (2005:551) or the Articles of Association
21. Adjournment of the Meeting
Appropriation of earnings (item 9 b)
The Board of Directors proposes that the earnings at the disposal of the Annual General Meeting according to the adopted balance sheet, amounting to SEK 136,901,660, be disposed of so that the stockholders receive a regular dividend of SEK 0.20, or a total of SEK 22,418,123, for the fiscal year 2007. The proposed record date is Friday, May 9, 2008. Provided that this record date is approved, dividends are expected to be disbursed on May 14, 2008.
Election of board members, etc. (items 10-12)
The nominations process for election of Board members is in the final stages and a proposal regarding the number of Board members and candidates for election according to items 10 and 12 above will be announced through a press release in good time prior to the AGM.
The Nominations Committee proposes that fees of SEK 150,000 be paid to the Board Chairman and SEK 100,000 to each of the other Board members not employed in the Group. It is proposed that fees to the Auditor be paid according to approved account.
As Auditor, the Nominations Committee proposes re-election of Öhrlings PricewaterhouseCoopers AB, with Lars Kylberg as Auditor-in-Chief for the period until the end of the 2012 AGM.
Appointment of the Nominations Committee (item 13)
The Nominations Committee proposes that the AGM approve the appointment of a Nominations Committee essentially according to the following principles. By September 30, 2008, at the latest, the Board Chairman shall call together the Company’s three largest stockholders in terms of voting power, of which each shall then have the right to appoint one member to the Nominations Committee. If any of the three largest stockholders does not exercise its right to appoint a member, the stockholder next in order of voting power shall have the right to appoint a member to the Nominations Committee. Furthermore, the Board Chairman can be appointed as a member of the Nominations Committee. The CEO or other member of the Company’s executive management may not be a member of the Nominations Committee. The Board Chairman shall act as convener of the Nominations Committee’s first meeting. A stockholder representative should be appointed as chairman of the Nominations Committee. The mandate period of the Nominations Committee shall extend until such time as the new Nominations Committee has been appointment. The composition of the Nominations Committee shall be announced not later the six months prior to the AGM.
The composition of the Nominations Committee shall be based on known stockholdings in the Company at August 31, 2008. In the event of a significant change in the Company’s ownership structure after the appointment of the Nominations Committee, the composition of the Nominations Committee can also be changed in accordance with the above principles. Changes in the composition of the Nominating Committee shall be announced immediately.
The Nominations Committee shall prepare proposals for approval by the AGM regarding election of the Board Chairman and other members of the Company’s Board of Directors, the amount of Board fees their apportionment between the Board Chairman and other Board members and any compensation for work on the committees, election of and fees to the Auditor, decision regarding principles for appointment of the Nominations Committee, and appointment of a Chairman of the AGM.
No fees shall be paid to the members of the Nominations Committee. The Nominations Committee shall have the right, after approval by the Board Chairman, to charge the Company for costs such as fees for recruiting consultants or other outlays which are necessary for the performance of the Nominating Committee’s duties.
Amendment of the Articles of Association entailing a change in the Company’s name (item 14)
The Board of Directors proposes that the AGM approve an amendment to Article 1 of the Articles of Association entailing a change in the Company’s name. Article 1 of the Articles of Association is thus proposed to have the follow wording: “The name of the Company is IntoI AB (publ).”
Proposed guidelines for remuneration and other terms employment of senior executives (item 15)
The Board of Directors proposes guidelines for remuneration to senior executives that were adopted by the 2007 AGM continue to apply in all essential respects.
Repurchase of treasury shares (item 16)
The Board of Directors proposes that the AGM authorize the Board, on one or several occasions during the period until the next AGM, to repurchase a maximum number of shares whereby the holding of treasury shares at no time exceeds 10 per cent of all registered shares in the Company. The shares shall be repurchased on the OMX Nordic Exchange Stockholm within the registered share price interval at any given time, defined as the interval between the highest bid price and the lowest ask price. The motive for the authorization is to give the Board greater freedom of action in optimizing the Company’s capital structure.
Amendment of the Articles of Association for the purpose of a reverse share split (item 17)
The Board of Directors proposes that the AGM approve a 1-for-10 reverse share split (consolidation of shares), whereby each 10 shares of the same class will be consolidated into a single share of the same class. The proposal requires an amendment of Article 5 of the Articles of Association to state that the number of shares shall be not fewer than 7,000,000 and not more than 28,000,000. The proposed record date with VPC for the reverse split is May 16, 2008, meaning that the final date for trading prior to the reverse split will be Tuesday, May 13, 2008. The initial date for trading of the consolidated share will be Wednesday, May 14, 2008.
Authorization for the Board to decide on the issue of new shares (item 18)
The Board of Directors proposes that the AGM authorize the Board, during the period until the next AGM, to decide on the issue of not more than 9 class B shares. The shares shall be subscribed for against cash payment by a party appointed by the Board, with exclusion of the stockholders’ pre-emptive rights. The motive for exclusion of pre-emptive rights is that a new share issue whereby the number of shares in the Company becomes evenly divisible by 10 is necessary for the implementation of a reverse share split according to item 17 above. The issue price shall be determined according to market-based principles.
Sale of Network Innovation (item 19)
The Board of Directors proposes that the AGM approve TurnIT Development AB’s sale of all shares in Network Innovation NI Aktiebolag to Evilem AB in accordance with the provisions in Chapter 16 of the Swedish Companies Act (ABL).
For valid decision on items 14 and 16-18 above, the resolutions must be supported by stockholders representing at least 2/3 of both the number of votes exercised and the number of shares represented at the AGM. For valid decision on item 19 above, the resolution must be supported by stockholders representing at least 9/10 of both the number of votes exercised and the number of shares represented at the AGM. The annual report and audit report for the fiscal year 2007 and the Board of Directors’ complete proposals according to the above will be available at the Company’s office and on the corporate website www.nocom.se as of April 22, 2008, and will be sent to all stockholders who so request.
At April 8, 2008, the Company had a total of 116,885,614 shares outstanding, divided between 1,000,000 shares of class A and 115,885,614 shares of class B, corresponding to a total of 125,885,614 votes. The Company currently holds 6,346,000 Nocom class B shares in treasury.
Stockholm, April 2008
NOCOM AB (publ)
The Board of Directors