10/05/2006
Stralfors AB previously gave notice of convening an Annual General Meeting on 16 May 2006. This meeting has been cancelled.
Shareholders in Stralfors AB are hereby given notice convening the Annual General Meeting to be held on 9 June 2006 at 11.00 a.m. at Garvaren Nöje, Stationsgatan in Ljungby.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Annual General Meeting must
- be listed as shareholders in the shareholders’ register maintained by the Swedish Securities Register Centre (Värdepapperscentralen VPC AB) no later than Friday, 2 June 2006 and
- give notice of their intention to attend the Annual General Meeting either by post to Stralfors AB, 341 84 Ljungby, by phone +46 372-85172, +46 372-85000, by fax +46 372-84050 or by e-mail: bolagsstamma@stralfors.se, not later than 12.00 noon on Friday, 2 June 2006.
When giving notice, the shareholders shall state name, address, telephone number (daytime), civic registration number or corporate identity number, together with information on shareholding. For shareholders represented by proxy, an original copy of the proxy document shall be sent together with the notification. A representative of a legal person shall additionally present a copy of the registration document or equivalent authorisation documents that show the authorised person signing the certification.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name not later than Friday, 2 June 2006 in order to secure their right to vote. Shareholders should request temporary re-registration in due time before this date.
AGENDA
At the Annual General Meeting, the following Items will be taken up:
1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Agenda.
5. Election of persons to verify the minutes.
6. Determination whether the Annual General Meeting has been duly convened.
7. Presentation of the Annual Report and the Auditors’ Report and the Consolidated Financial Statements and Auditors’ Report.
8. Resolutions concerning
a. adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet,
b. allocation of the Company’s earnings as shown in the adopted balance sheet
c. record date for dividends.
9. Discharge from personal liability of the Directors of the Board and the President.
10 Determination of the number of Directors and Alternate Directors.
11 Determination of the remuneration of Directors.
12. Election of Directors and Alternate Directors.
13. Determination of the number of auditors and alternate auditors.
14. Determination of auditor’s fees.
15. Election of auditors and alternate auditors.
16. Election of Election Committee.
17. Resolution concerning amending the Articles of Association.
18. Conclusion of the Annual General Meeting.
Proposal
In connection with the public offering that Posten has made regarding acquisition of all shares of the Company – which offer may be completed prior to the Annual General Meeting – there is at present no proposal regarding election or fees. The Election Committee has informed the Company that it will give proposals regarding these items in good time prior to the Annual General Meeting for immediate publication if it is assessed that Posten’s offer will not be completed prior to the Annual General Meeting.
The Board proposes that the General Meeting shall determine a dividend of SEK 2 per share. As record day for the dividend, the Board proposes 14 June 2006. If the Meeting resolves in accordance with this proposal, it is estimated that the dividend will be sent out on 19 June 2006.
The Board’s proposal regarding amending the Articles of Association (item 17) involves the Articles of Association being adapted to the new Companies Act that came into force on 1 January 2006. The Board’s proposal primarily involves the following:
that the nominal amount of the share shall be removed from the Articles of Association and replaced with the information that the number of shares shall be not less than 10 000 000 and not more than 40 000 000, with which Class A shares shall be issued of a number not exceeding 40 000 000 and Class B shares shall be issued of a number not exceeding 39 000 000 (§ 5);
that the stipulation on the period of mandate of the Directors, and when auditors are appointed, shall be adapted to the wording of the new Act (§ 6);
that the pre-emption rights of shareholders with set-off issue of Class A shares and/or Class B shares shall be stated (§ 7);
that regulation concerning the preferential rights of shareholders with cash or set-off issues of warrants and convertibles shall be included (§ 7);
that the stipulation regarding first refusal shall be adapted to the wording of the new Act (§ 12);
that the reservation on VPC (the Swedish Central Securities Depository and Clearing Organisation) shall be adapted to the definition of a VPC-registered company in the new Companies Act (§ 13).
Additionally, it is proposed that certain small changes in wording shall be made to adapt to the choice of words in the new Companies Act.
For the resolution in accordance with item 17 to be valid, it is required that it shall be supported by shareholders holding at least two-thirds of both votes and shares represented in the meeting.
AVAILABLE DOCUMENTS, ETC.
The Accounts and Auditor’s Report together with the statement of the Board with regard to proposal on dividend, and the Board’s full proposals regarding amending the Articles of Association will be available for shareholders at Stralfors AB’s office in Ljungby as from Friday 26 May 2006. Copies of the documents will be sent to those shareholders who so request and give their postal address.
POSTEN’S OFFER TO THE SHAREHOLDERS OF STRALFORS
For each Class A share or Class B share of Stralfors, Posten AB (publ) offers SEK 95.00 in cash. The consideration also covers the right to dividend, which means that, to the extent that dividend has been determined by the Annual General Meeting of Stralfors and paid to shareholders prior to the consideration of the offer being recorded, the consideration shall be reduced by an equivalent amount.
Ljungby, May 2006
The Board of Directors