The Annual General Meeting of Pandox AB will be held on Thursday March 21, 2002 at 17.00, at the Auditorium Hilton Stockholm Slussen, Guldgränd 8, Stockholm
Shareholders who wish to participate in the Meeting must be recorded in the share register maintained by Värdepapperscentralen VPC AB ("VPC" no later than March Monday 11 and must give notice of intention to attend no later than 12.00 noon March Monday 18 2002:
- by mail to Pandox Aktiebolag, Box 5364, 102 49 Stockholm
- by telephone +46 8 506 205 50
- by e-mail to firstname.lastname@example.org
When giving notice of intention to participate in the Annual General Meeting, the shareholder must specify his/her name, personal identification number, telephone number and number of shares held.
To be eligible to vote at the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily reregister their shares in the VPC register.
Shareholders must advise the trustee of this in good time prior to Monday March 11 2002. If a shareholder plans to be represented by a proxy, written authorisation must be issued to the proxy. The authorisation must be sent prior to the Meeting, together with a certificate of registration for a legal entity.
1. Opening of the Meeting.
2. Election of Chairman at the meeting.
3. Approval and setting up of the list of voters.
4. Approval of the agenda of the meeting.
5. To consider whether the Meeting has been properly approved.
6. Election of two members approving the minutes.
7. Presentation of the Annual Report, the Auditor's Report, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts.
8. The Chief Executive Officer's speech.
a) The Profit and Loss Statement and the Balance Sheet, the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group for 2001
b) the appropriation of profits of the company in accordance with the approved Balance Sheet.
c) to discharge the members of The Board and the Chief Executive Officer from liability
10. Determination of the number of members and deputy members of the Board of Directors.
11. Determination of the number of Auditor's.
12. Determination of the remuneration payable to the Board of Director's and the Auditor's.
13. Election of members and deputy members of the Board of Director's.
14. Other questions.
15. Closing of the meeting.
The Nomination Committee determined by the Board of Director's has included the Chairman of the Board Bengt Kjell, Per Josefsson, Brummer & Partners and Björn Lind, SEB-fonder. Below are the proposals of the Nomination Committee. Shareholders holding together around 40 per cent of the votes of all shares in the Company have given notification that they will approve the proposals below at the Annual General Meeting:
Item 10 Five members and no deputy members.
Item 12 Remuneration to the Board of Director's of SEK 750,000 to be distributed by the Board of Director's among its members.
The remuneration to the Auditor's is proposed to be paid on account.
Item 13 Reelection of the members of the Board: Bo Ennerberg, Torsten Eriksson, Bengt Kjell, Kai Ringenson och Mats G Ringesten. Mats Mared has declined re-election.
The Board of Directors proposes that a dividend of SEK 4.00 per share be paid for 2001. The proposed record date for payment of dividends is Tuesday March 26 2002.If the Annual General Meeting approves the proposal, it is expected that dividends will be paid via VPC on April Tuesday 2 2001.
Stockholm February 2001
Pandox Aktiebolag (publ)
The Board of Director's