Notice to Attend the Annual General Meeting for Enea AB
Registration Right to attend the Annual General Meeting has anyone who is registered as shareholder in the shareholders’ register held by the Swedish Securities Register Center (VPC AB) as on May 12, 2006 and who has notified its intention to participate in the Annual General Meeting to the Company no later than 5.00pm Central European Time on May 12, 2006. A notification may be made by post to Enea AB (publ), Box 1033, 164 21 Kista, Sweden, by telephone on +46 8 5071 4100 or by e-mail to [email protected]. The notification must contain the shareholder’s personal registration number (for individuals) or corporate registration number (for companies), the number of shares held, address, telephone number as well as information about any proxy representation, if applicable. Shareholders represented by proxy must execute a dated proxy authorization for the proxy. The proxy authorization should be submitted to the Company at the above-mentioned address well in advance of the Annual General Meeting. If the proxy authorization is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. The certificate may not be older than one year. In order to be entitled to participate in the Meeting, shareholders whose shares are trustee-registered must have their shares re-registered in their own name so that the shareholder in question is registered as the shareholder as on May 12, 2006. Such registration may be temporary. Shareholders should notify the trustees of such registration well in advance. Agenda for the Meeting Proposed agenda: 1. Opening of the Meeting 2. Election of the chairman of the Meeting 3. Preparation and approval of the register of shareholders entitled to vote at the Meeting 4. Approval of the agenda 5. Election of one or two persons to verify the minutes and election of person to count votes 6. Determination of whether the Meeting has been duly convened 7. Presentation of the annual report and the consolidated financial statements 8. Speech by the President, after which the shareholders will have the opportunity to ask any questions to the President, the Chairman of the Board of Directors and the Chairman of the Remuneration Committee 9. Presentation of the Auditor’s report and the Auditor’s report on the consolidated financial statements, after which the shareholders will be given the opportunity to ask any questions to the Auditor, the Chief Financial Officer and the Chairman of the Audit Committee 10. Resolutions on a) the adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet b) the appropriation of the Company’s profit or loss in accordance with the balance sheet adopted c) the discharge from liability of the members of the Board of Directors and the President 11. Determination of the number of members and deputy members of the Board of Directors 12. Determination of remuneration to be paid to members of the Board of Directors and the Auditor 13. Election of the d) Board of Directors e) Chairman of the Board of Directors f) deputy Auditor 14. Question of the principles for the appointment of a new Nomination Committee 15. Proposal of the Board of Directors for a resolution to amend the Company’s articles of association 16. Proposal of the Board of Directors for a resolution regarding an option programme for employees of Enea TekSci Inc. including issue of warrants and assignment of warrants 17. Proposal of the Board of Directors for a resolution to authorize the Board of Directors to decide on new share issues for acquisitions of shares or businesses 18. Any other business raised at the Meeting in accordance with the Swedish Companies Act or according to the Company’s articles of association 19. Closing of the meeting Proposed Resolutions Proposed resolution from the Board of Directors for the appropriation of the Company’s profit or loss (item 10 b) The Board of Directors proposes to the Meeting that no dividend be paid for the 2005 fiscal year. Nomination committee’s proposal for election of the Board of Directors etc (items 2 and 11-13) The nominations have been prepared by a Nomination Committee consisting of representatives of the major shareholders, namely Per Lindberg, Nordea Fonder as represented by Thomas Ehlin, Robur Fonder as represented by Magnus Bakke, Kim Walldén and the Chairman of the Board of Directors. The proposals of the Nomination Committee as provided below are supported by shareholders representing more than 20 % of the total of votes and shares in the Company as of the date of this notice. The Nomination Committee proposes that Staffan Ahlberg is to be chosen to chair the 2006 Annual General Meeting The Nomination Committee proposes that the Board of Directors shall consist of six ordinary members elected by the Annual General Meeting without deputy members. According to the Nomination Committee’s proposal, a total remuneration in the amount of SEK 1,110,000 is to be paid to the Board of Directors, allocated with an amount of SEK 310,000 to the Chairman and SEK 130,000 to the other members elected by the Meeting as well as a further SEK 150,000 to be allocated between the members of the Board of Directors in relation to their performance and participation in committee work. The Nomination Committee proposes re-election of Staffan Ahlberg, Åsa Landén Ericsson, Gösta Lemne, Jon Risfelt, Jan Rynning and Anders Skarin. Further, the Nomination Committee proposes Staffan Ahlberg to be appointed for the Chairman of the Board of Directors. The Nomination Committee proposes KPMG Bolins to be appointed deputy Auditor. It is proposed that a reasonable remuneration is to be paid to the Auditor in accordance with an invoice based on the actual time for the implementation of the required work. Question of the principles for the appointment of a new Nomination Committee (item 14) The Nomination Committee proposes that the new Nomination Committee shall consist of representatives of four of the major shareholders and the Chairman of the Board of Directors. As a preparation for next year’s Annual General Meeting, the last-mentioned shall during October/November contact the representatives of the four major shareholders according to the shareholders’ register of September 30, 2006 in order to offer them to participate in the Nomination Committee. If any of the four major shareholders refrains from appointing a representative of the Nomination Committee, then the next largest shareholder will be given the opportunity to appoint such representative; however, maximum ten of the largest shareholders have to be asked. A shareholder representative should be appointed as the Chairman of the Nomination Committee. When the Nomination Committee has been constituted, which may not be later than six months prior to the Annual General Meeting, a press release announcing the members and how they can be contacted will be distributed as well as published on the Company’s web site. In case a shareholder has exercised its right to call an extraordinary General Meeting with an election of the Board of Directors on agenda, a new Nomination Committee shall be appointed according to same principals as above described. If considerable changes in the owner structure occur after the appointment of the Nomination Committee, the composition of the Nomination Committee shall be changed according to the principals above. Proposal of the Board of Directors for a resolution to amend the Company’s articles of association (item 15) The Board of Directors proposes that the Annual General Meeting resolves to amend the articles of association in order to adapting them to the requirements of the new Companies Act. The Board of Directors’ proposal mainly involves replacing the provision with respect to the par value of shares by a provision stipulating the maximum and minimum number of shares in the Company, the Board of Directors being given the right to allow persons other than shareholders to be present at general meetings, the Board of Directors being given the right to collect proxies at the Company’s expense and certain amendments of an editorial nature. The passing of a resolution in accordance with this item requires the support by shareholders comprising at least 2/3 of both the votes placed and the shares represented at the Meeting. Proposal of the Board of Directors for a resolution regarding an option programme for employees of Enea TekSci Inc. including issue of warrants and assignment of warrants (item 16) The Annual General Meeting of the Company in 2003 resolved on a three-year option programme for employees of the Company’s wholly owned U.S. subsidiary Enea TekSci, Inc. (”Enea TekSci”). The programme is referred to below as Stock Option Plan 2003 or the programme. Given that the Stock Option Plan 2003 expires on December 31, 2006, the Board of Directors proposes that the Annual General Meeting resolves upon a new three-year option programme for the employees of Enea TekSci, referred to below as Stock Option Plan 2006 or the programme. The proposal is closely connected with Stock Option Plan 2003. Under Stock Option Plan 2006 non-transferable options giving the right to acquire a combined total of 2,000,000 shares in the Company could be allocated to current and future officers of the company and other employees of Enea TekSci for no payment. The initial allocation of a total of approximately 1,400,000 options is to be made to current employees and the remaining options, approximately 600,000, are to be reserved for allocation to new employees during the duration of the programme, to render possible for Enea TekSci to recruit on market terms. In addition it will be possible to allocate options to new employees during the duration of the programme as set out below. An initial allocation of a maximum of 200,000 options per employee in the Senior Vice Presidents category shall be made, which includes the Chief Executive Officer of Enea TekSci. There shall be a further initial allocation of a maximum of 100,000 options to employees in the Vice Presidents category. These two categories comprise a total of approximately 15 current employees and the total allocation to Senior Vice Presidents and Vice Presidents shall not initially exceed 1,000,000 options. In addition there shall be an initial allocation of a maximum of 50,000 per employee in the Senior Consultants category and of a maximum of 20,000 options to other employees allocation to whom is considered desirable in the light of the object of the programme and the prevailing market conditions. The last two categories comprise a total of approximately 20 current employees and the combined allocation categories shall not initially exceed 400,000 options. Under the terms of the options, the extent to which those allocated can be exercised by the holder shall be dependent on the employment relationship persisting until the commencement of the redemption period. It shall be possible to allocate allocated options that cannot be exercised as a result of the holder’s employment ceasing before the commencement of the redemption period to new employees of the company. Subject to the above restriction, every allocated option shall entitle the holder to acquire one share in the Company during the period from June 1, 2009 to December 31, 2009 inclusive at a redemption price of 115 percent of the volume-weighted average quoted price paid for Enea shares on the Stockholm Stock Exchange during the period from May 22, 2006 to May 26, 2006 inclusive. It shall be possible to exercise the options earlier – ‘premature redemption’ – in the event of the holder’s employment ceasing before the commencement of the redemption period and the holder thereupon being entitled to some extent to exercise allocated options, and in the event of a merger whereby the Company is merged into another company, or other similar event. The exercise price and the number of shares which each option entitle the holder to purchase shall be recalculated in the event of a share split or reverse split, issue, etc. on the customary terms. A special options committee shall be formed to implement Stock Option Plan 2006 in accordance with the above. The committee shall consist of at least two persons and the Chief Executive Officer and Finance Manager of the Company shall be members of it. As surety for Enea TekSci’s undertakings under Stock Option Plan 2006 on redemption of the options, it is proposed that 2,000,000 warrants (the “Warrants”) be issued to Enea TekSci, which company shall be entitled to dispose over them and transfer them without payment with the aim of fulfilling the undertakings under Stock Option Plan 2006. The Warrants shall confer the right to subscribe for shares at the price set out in the above terms for the options. As surety for Enea TekSci’s undertakings under Stock Option Plan 2006 in respect of the opportunity for premature redemption, it shall be possible to subscribe for shares using the Warrants during the period from August 1, 2006 until December 31, 2009 inclusive. It shall be possible to increase the share capital with not more than SEK 100,000 subject always to the increase that may be caused by recalculation resulting from new issues, etc. There will be a combined total of not more than 2,000.000 additional shares in the Company on full exercise of the options under Stock Option Plan 2006, subject to such recalculation under the terms of the options as may arise as a consequence of a share split, reverse split etc. Assuming full exercise, new shares will constitute approximately 0.5 of the subscribed shares and votes taken after full exercise of the options under Stock Option Plan 2003 and Stock Option Plan 2006. On full exercise of the options under Stock Option Plan 2003 and Stock Option Plan 2006, the number of new shares should be approximately 1.3% of the subscribed shares and votes, taken after full exercise of the options under Stock Option Plan 2003 and Stock Option Plan 2006. Stock Option Plan 2006 may incur costs for the Enea group in the form of social security charges on exercise and accounting costs during the term of the options. Given the North American market’s importance to the Enea group, the competitive situation in that market and the existence of similar incentive programmes among the employers with whom Enea TekSci mainly competes for staff, the programme is considered to be important for recruiting and retaining staff for the North American business and hence important for Enea TekSci’s continued development. Taking this into account and having regarded the terms and scope of the programme, the Board of Directors considers the proposed programme to be reasonable and advantageous to Enea TekSci and hence to the Company and its shareholders. A resolution on the above lines requires the support of shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting. Proposal of the Board of Directors for a resolution to authorize the Board of Directors to decide on new share issues for acquisitions of shares or businesses (item 17) The Board of Directors proposes that, for the period until the next Annual General Meeting, the Annual General Meeting authorizes the Board of Directors to decide on one or more occasions on new share issues, with deviation from the preferential rights of shareholders and on issues in kind or other conditions as referred to in the first paragraph of Chapter 13, Section 5 of the Swedish Companies Act, and on the conditions of the new share issue in other respects. The issue price must, however, be established on market terms corresponding to maximum of 5% of the number of outstanding shares as on the day of this notice. The reason for deviation from the preferential rights of shareholders and the right to decide on issues in kind or other conditions as referred to in the Swedish Companies Act is to enable the Company to issue shares for acquisitions of shares or businesses. The passing of a resolution in accordance with this item requires the support by shareholders comprising at least 2/3 of both the votes cast and the shares represented at the Meeting. This resolution replaces the previous resolution on authorization passed at the Annual General Meeting on May 19, 2005. Documents Annual Report and Auditor’s Report will be available for download on the Company’s website enea.com from today. The complete proposals for resolutions of the Board of Directors and a summary of the other work performed by the proposed members of the Board of Directors will be available for download on the Company’s internet sites as per May 2, 2006. Upon request, the documents will be sent to the shareholders and the documents will also be available at the Annual General Meeting. Kista, April 2006 The Board of Directors