Notice to attend the Annual General Meeting of Intoi AB (publ)
The stockholders in Intoi AB (publ) are hereby invited to attend the Annual General Meeting at 6 p.m. on Tuesday, May 4, 2010, at IVA, Grev Turegatan 16, in Stockholm.
Notification, etc. Stockholders who wish to participate in the Annual General Meeting (“AGM”) must – be recorded in the register of stockholders maintained by Euroclear Sweden AB not later than Tuesday, April 27, 2010, – provide notification of their intention to participate in the AGM not later than Wednesday, April 28, 2010, in writing to Intoi AB (publ), Kista Science Tower, SE-164 51 Kista, Sweden, by telephone +46 8-410 920 00, by fax +46 8-410 920 01 or via the company’s website www.intoi.se. The notification should include name, address, telephone number, personal or corporate identity number and registered shareholding. To be entitled to participate in the AGM, stockholders whose shares are registered in the name of a nominee should request that the shares be temporarily re-registered in their own name in good time prior to April 27, 2010. When applicable, proof of authorization, such as forms of proxy and certificates of registration should be sent to the company prior to the AGM. A form of proxy can be downloaded from the company’s website www.intoi.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. Proposed agenda 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 financial statements 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 auditors. 12. Election of Board members and the Board Chairman. 13. Appointment of the nominations committee. 14. Decision regarding principles for remuneration and other terms employment of senior executives. 15. Authorization for the Board to decide on the repurchase and sale of treasury shares. 16. Decision regarding amendments to the Articles of Association. 17. Other business to be transacted by the AGM according to the Swedish Companies Act (2005:551) or the Articles of Association. 18. Adjournment of the AGM. 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 company’s adopted balance sheet, amounting to SEK 113,177,092, be disposed of so that the stockholders receive a dividend of SEK 1.25 per share, or a total of SEK 14,610,701, for the fiscal year 2009. The proposed record date is Friday, May 7, 2010. Provided that this record date is approved, dividends are expected to be disbursed on Wednesday, May 12, 2010. Election of board members, etc. (items 10-12) As members of the Board, the nominations committee proposes re-election of Björn Abild and Stefan Skarin and election of new Board members Peter Larsson, Karin Moberg and Jonas Mårtensson. Peter Larsson is proposed as Board Chairman. The following information is provided about the proposed new Board members: Peter Larsson, born in 1964, B.Sc. in Computer and System Science from Stockholm University. Peter chairman of EPiServer AB and Pricer AB and a member of the boards of Q-Matic AB and Common Agenda Venture Management AB. Peter has over 20 years of experience from the software industry, among other things as President of EPiServer AB, Protect Data AB and Pointsec Mobile Technologies AB. Karin Moberg, born in 1963, M.B.A. Karin is founder and President of FriendsOfAdam and a member of the boards of the Seventh National Pension Fund (AP7), Caretech AB and Doro AB. For 14 years Karin has held senior positions in TeliaSonera, among other things as Managing Director of Telia e-bolaget, Marketing Director and Acting Corporate Communications Director. Karin also has previous experience in management consulting sales in Hong Kong. Jonas Mårtensson, born in 1963, M.B.A. from the Stockholm School of Economics. Jonas has been employed since 2006 by Alted AB, in which he is also a co-owner and a member of the board. Jonas is chairman of Ownpower Projects Europe AB and Transticket AB and a member of the boards of Doro AB and PanVision Holding AB. For 17 years Jonas has worked for investment banks (SEB/Enskilda, Maizels, Westerberg & Co and Nordea) as an advisor in mergers and acquisitions and with capital procurement and IPOs. The nominations committee proposes that Board fees be paid in an amount of SEK 300,000 to the Board Chairman and SEK 125,000 to each of the Board members not employed in the Group. It is proposed that fees to the auditors be paid according to approved account. Appointment of the Nominations Committee (item 13) The Nominations Committee proposes that the AGM resolve on the appointment of a Nominations Committee according to the following principles. By September 30, 2010, at the latest, the Board Chairman shall call together the company’s three largest stockholders in terms of voting power, each of which 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 appointed. 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, 2010. 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. Decision regarding principles for remuneration and other terms employment of senior executives (item 14) The Board of Directors proposes that for remuneration of senior executives that were adopted by the 2009 AGM continue to apply. Authorization for the Board to decide on the repurchase and sale of treasury shares (item 15) 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 class B shares whereby the company’s holding of treasury shares at no time exceeds 10 per cent of all registered shares in the company. The shares shall be repurchased on NASDAQ OMX 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. It is furthermore proposed that the Board be authorized to decide on the sale of treasury shares as payment in the acquisition of companies or operations at a price equal to the market price on the date of transfer. It shall also be possible to sell treasury shares in order to finance such acquisitions, whereby the shares shall be sold on NASDAQ OMX Stockholm at a price within the registered share price interval at any given time. Decision regarding amendments to the Articles of Association (item 16) The Board of Directors proposes that Article 8, paragraph 1 of the Articles of Association regarding the date for notice to attend general meetings be omitted and that the rules in the Swedish Companies Act (2005:551) regarding the date for notice shall apply. The Board of Directors also proposes that Article 8, paragraph 2 of the Articles of Association regarding the manner for giving notice of general meetings be changed according to the following: “Notice to attend a general stockholder meeting shall be given through an announcement in the official gazette (Post- och Inrikes Tidningar) and on the company’s website. An announcement that such notice has been given shall be published in Svenska Dagbladet.” The Board of Directors furthermore proposes that the decision of the AGM regarding the above changes be conditional on the entering into force of a change in the manner and date for notice of general meetings in the Swedish Companies Act, whereby the proposed wording according to the above would be compatible with the new wording in the Swedish Companies Act. Other For valid decision on items 15 and 16 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. The annual report and audit report for the fiscal year 2009 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.intoi.se as of April 20, 2010, and will be sent to all stockholders who so request. At April 6, 2010, the company had a total of 11,688,561 shares, consisting of 100,000 shares of class A and 11,588,561 shares of class B, equal to a total of 12,588,561 votes. The company currently holds 634,600 class B treasury shares which may not represented at the AGM. Stockholm, April 2010 Intoi AB (publ) The Board of Directors