This is a translation of the original Swedish language press
release. In the event of a dispute, the original Swedish language
press release shall prevail.
The Annual General Meeting (AGM) of Carl Lamm AB (publ) (STO:CLAMB) will be held on Thursday, April 17, 2008 at 9:30 CET at Lundqvist & Lindqvist, Klarabergsviadukten 90, 111 64 Stockholm. The venue is located just across from the upper entrance of the Stockholm Central Station. Parking is limited in the area, so we recommend travel by commuter train or subway to T-Centralen (Central Station).
Notification of participation Shareholders who wish to participate in the AGM must:
-- be entered into the share register maintained by the Swedish Securities Register Center (VPC) no later than Friday, April 11, 2008.
-- have registered their intention to participate to Carl Lamm AB no later than 16:00 CET, Friday, April 11, 2008.
You can do this by letter to Carl Lamm, attn: Christina Hagman, Box 1536, 17129 Solna, by telephone + 46 8 734 19 32, by fax +46 8 734 19 62 or by e-mail christina.hagman@carllamm.se. When registering, shareholders shall state their name, personal ID number or corporate identification number as well as address and telephone number.
Participation by proxy and power of attorney authorization
If participation is by proxy, a power of attorney authorization form (proxy form) and other related authorization documents shall be submitted with the application. The proxy form is available on the company's website at www.carllamm.se/generalmeeting and is sent free of charge to shareholders who request it and provide their postal address or email address.
Assistants
If the shareholder (proxy) intends to bring one or two assistants to the AGM, their participation shall also be registered with the company as above.
Number of shares
At the time of writing this Notice the total number of shares in the company was 10 212 321 and the total number of votes was 10 212 321.
Nominee registered shares
Shareholders whose shares are nominee registered must temporarily register their shares with VPC in their own name to be entitled to participate in the AGM. This re-registration must be made before Friday, April 11, 2008 at the latest and shareholders must notify their nominee of such registration well in advance of that date.
Proposed agenda
1. Opening of the Meeting
2. Election of chairman of the Meeting
3. Establishment and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Meeting was duly convened
7. Presentation of the Annual Report and Auditors' Report as well as the consolidated income statement and balance sheet
8. Decision concerning the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
9. Decision concerning the disposition of the company's profits or losses as stated in the approved balance sheet
10. Decision concerning discharge of liability for board members and the CEO
11. Decision concerning the number of board members and deputy board members as well as auditors and deputy auditors
12. Decision concerning fees to be paid to the Board of Directors and auditors
13. Election of board members and any deputy board members as well as auditors and deputy auditors
14. Appointment of the Nominating Committee
15. Decision on principles for remunerations for senior management
16. Closing of the meeting
Proposals for decision
Point 9
The board of directors and CEO propose that no dividend by paid out for the financial year 2007 due to the ongoing review of the company's capital structure. The Board of Directors and the CEO propose that profit at the disposal of the AGM of SEK 55 716 762 be carried forward.
Point 12
Shareholders representing approximately 50 percent of all votes in the company have declared that, at the AGM, they will propose that fees of SEK 300 000 be paid to the chairman and SEK 200 000 to each of the other board members elected by the Meeting who are not employees of the company. It is proposed that the auditors' compensation and fees be continued to be paid in the usual manner against authorized invoices.
Point 13
Shareholders representing approximately 50 percent of all the votes in the company have declared that, at the AGM, they will propose re-election of Theodor Dalenson as chairman and Johan Hessius, Conny Karlsson, Niklas Flyborg, and David E. Marcus as well as the new election of Marcus Soderblom (currently deputy board member) as board members.
Point 14
The Board proposes that the AGM appoint a Nominating Committee according to the following: The AGM assigns the chairman the task of contacting the three largest shareholders according to the share register maintained by the Swedish Securities Register Center (VPC) as per August 31, 2008, who each appoint one representative, who, if possible, is not a director on the company's Board, to form together with the chairman of the Board a Nominating Committee for the time until a new Nominating Committee has been appointed based on the mandate from next year's AGM. The Nominating Committee shall appoint a committee chairman from among its members. The chairman of the Board may not be elected as committee chairman. The composition of the Nominating Committee shall be made public no later than six months before the 2009 AGM. If a member leaves the Nominating Committee before its work has been completed, and if the Nominating Committee is of the opinion that there is a need to replace said member, the Nominating Committee shall appoint a new member according to the principles above, but with the starting point being the print out of the share register maintained by the Swedish Securities Register Center (VPC) as soon as possible after the board member has left his/her position. Any changes in the composition of the Nominating Committee shall be announced immediately. No fee is payable for work on the Nominating Committee.
Point 15
Remuneration paid to the CEO and other members of senior management shall consist of a base salary, a short-term variable salary component, a long-term variable salary component, pension benefits and other benefits and termination conditions. The total remuneration package should be competitive and in line with going market rates, and should be commensurate with responsibilities and authority. The variable salary shall consist of a short-term and long-term component. The short term variable salary component shall be maximized to 70 percent of the base salary and based on fulfillment of the company's goals: growth, operating margins and capital employed. The short-term variable salary component comprises quarterly variable remuneration. The long-term variable salary component consists of an employee stock option program. Basic pension benefits consist of the Swedish ITP Plan (supplementary pension plan for private salaried employees). In addition to this there is a premium pension for the CEO and other senior managers that consists of a defined contribution plan, where the premium shall be a maximum of 35 percent of income qualifying for pension purposes. Additional provisions for pension can be made through salary exchanges that are cost neutral to the company, with a salary exchange of a maximum of 5 percent of salary. In addition, the company pays a supplementary payment of the amount of the difference between the regular employer's contribution for national social security purposes and the special employer's contribution for this extra pension premium The CEO and other senior managers have medical insurance. Other benefits may include use of a company car, a cell phone, business entertainment benefits, a broadband connection at home and healthcare insurance. Between the company and the CEO there is a period of notice of 6 months if the termination is on the part of the company and 6 months if the termination is on the part of the CEO. In the event of termination on the part of the company, additional severance pay amounting to 12 monthly salaries will be paid. Severance pay is set against other income. In the event of termination on the part of the CEO, no severance pay will be paid. For other senior executives there is a mutual period of notice of 6 months.
Other
The Board's complete proposals and documentation concerning the above, as well as the Annual Report and Audit Report, will be available at the company's office from Wednesday, April 2, 2008. Copies of documents will be sent to shareholders free of charge upon request, as well as to shareholders who register for the AGM. The Board's complete proposals will also be available on the company's website www.carllamm.se.
Solna, March, 2008
Carl Lamm AB (publ)
The Board of Directors
Carl Lamm AB operates in the document and information management industry and has a nationwide organization with operations in 25 strategic locations in Sweden, offering solutions for customers' various IT environments. Carl Lamm is the exclusive Swedish distributor for Ricoh products, Philips voice management products, Francotyp-Postalia postage meter systems and distributor for Samsung multifunctional products. Furthermore, the company is a HP Preferred Partner and a Microsoft Gold Partner. Carl Lamm is listed on the OMX Nordic Exchange, Stockholm.
This information was brought to you by Cision http://newsroom.cision.com
The Annual General Meeting (AGM) of Carl Lamm AB (publ) (STO:CLAMB) will be held on Thursday, April 17, 2008 at 9:30 CET at Lundqvist & Lindqvist, Klarabergsviadukten 90, 111 64 Stockholm. The venue is located just across from the upper entrance of the Stockholm Central Station. Parking is limited in the area, so we recommend travel by commuter train or subway to T-Centralen (Central Station).
Notification of participation Shareholders who wish to participate in the AGM must:
-- be entered into the share register maintained by the Swedish Securities Register Center (VPC) no later than Friday, April 11, 2008.
-- have registered their intention to participate to Carl Lamm AB no later than 16:00 CET, Friday, April 11, 2008.
You can do this by letter to Carl Lamm, attn: Christina Hagman, Box 1536, 17129 Solna, by telephone + 46 8 734 19 32, by fax +46 8 734 19 62 or by e-mail christina.hagman@carllamm.se. When registering, shareholders shall state their name, personal ID number or corporate identification number as well as address and telephone number.
Participation by proxy and power of attorney authorization
If participation is by proxy, a power of attorney authorization form (proxy form) and other related authorization documents shall be submitted with the application. The proxy form is available on the company's website at www.carllamm.se/generalmeeting and is sent free of charge to shareholders who request it and provide their postal address or email address.
Assistants
If the shareholder (proxy) intends to bring one or two assistants to the AGM, their participation shall also be registered with the company as above.
Number of shares
At the time of writing this Notice the total number of shares in the company was 10 212 321 and the total number of votes was 10 212 321.
Nominee registered shares
Shareholders whose shares are nominee registered must temporarily register their shares with VPC in their own name to be entitled to participate in the AGM. This re-registration must be made before Friday, April 11, 2008 at the latest and shareholders must notify their nominee of such registration well in advance of that date.
Proposed agenda
1. Opening of the Meeting
2. Election of chairman of the Meeting
3. Establishment and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the Meeting was duly convened
7. Presentation of the Annual Report and Auditors' Report as well as the consolidated income statement and balance sheet
8. Decision concerning the adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
9. Decision concerning the disposition of the company's profits or losses as stated in the approved balance sheet
10. Decision concerning discharge of liability for board members and the CEO
11. Decision concerning the number of board members and deputy board members as well as auditors and deputy auditors
12. Decision concerning fees to be paid to the Board of Directors and auditors
13. Election of board members and any deputy board members as well as auditors and deputy auditors
14. Appointment of the Nominating Committee
15. Decision on principles for remunerations for senior management
16. Closing of the meeting
Proposals for decision
Point 9
The board of directors and CEO propose that no dividend by paid out for the financial year 2007 due to the ongoing review of the company's capital structure. The Board of Directors and the CEO propose that profit at the disposal of the AGM of SEK 55 716 762 be carried forward.
Point 12
Shareholders representing approximately 50 percent of all votes in the company have declared that, at the AGM, they will propose that fees of SEK 300 000 be paid to the chairman and SEK 200 000 to each of the other board members elected by the Meeting who are not employees of the company. It is proposed that the auditors' compensation and fees be continued to be paid in the usual manner against authorized invoices.
Point 13
Shareholders representing approximately 50 percent of all the votes in the company have declared that, at the AGM, they will propose re-election of Theodor Dalenson as chairman and Johan Hessius, Conny Karlsson, Niklas Flyborg, and David E. Marcus as well as the new election of Marcus Soderblom (currently deputy board member) as board members.
Point 14
The Board proposes that the AGM appoint a Nominating Committee according to the following: The AGM assigns the chairman the task of contacting the three largest shareholders according to the share register maintained by the Swedish Securities Register Center (VPC) as per August 31, 2008, who each appoint one representative, who, if possible, is not a director on the company's Board, to form together with the chairman of the Board a Nominating Committee for the time until a new Nominating Committee has been appointed based on the mandate from next year's AGM. The Nominating Committee shall appoint a committee chairman from among its members. The chairman of the Board may not be elected as committee chairman. The composition of the Nominating Committee shall be made public no later than six months before the 2009 AGM. If a member leaves the Nominating Committee before its work has been completed, and if the Nominating Committee is of the opinion that there is a need to replace said member, the Nominating Committee shall appoint a new member according to the principles above, but with the starting point being the print out of the share register maintained by the Swedish Securities Register Center (VPC) as soon as possible after the board member has left his/her position. Any changes in the composition of the Nominating Committee shall be announced immediately. No fee is payable for work on the Nominating Committee.
Point 15
Remuneration paid to the CEO and other members of senior management shall consist of a base salary, a short-term variable salary component, a long-term variable salary component, pension benefits and other benefits and termination conditions. The total remuneration package should be competitive and in line with going market rates, and should be commensurate with responsibilities and authority. The variable salary shall consist of a short-term and long-term component. The short term variable salary component shall be maximized to 70 percent of the base salary and based on fulfillment of the company's goals: growth, operating margins and capital employed. The short-term variable salary component comprises quarterly variable remuneration. The long-term variable salary component consists of an employee stock option program. Basic pension benefits consist of the Swedish ITP Plan (supplementary pension plan for private salaried employees). In addition to this there is a premium pension for the CEO and other senior managers that consists of a defined contribution plan, where the premium shall be a maximum of 35 percent of income qualifying for pension purposes. Additional provisions for pension can be made through salary exchanges that are cost neutral to the company, with a salary exchange of a maximum of 5 percent of salary. In addition, the company pays a supplementary payment of the amount of the difference between the regular employer's contribution for national social security purposes and the special employer's contribution for this extra pension premium The CEO and other senior managers have medical insurance. Other benefits may include use of a company car, a cell phone, business entertainment benefits, a broadband connection at home and healthcare insurance. Between the company and the CEO there is a period of notice of 6 months if the termination is on the part of the company and 6 months if the termination is on the part of the CEO. In the event of termination on the part of the company, additional severance pay amounting to 12 monthly salaries will be paid. Severance pay is set against other income. In the event of termination on the part of the CEO, no severance pay will be paid. For other senior executives there is a mutual period of notice of 6 months.
Other
The Board's complete proposals and documentation concerning the above, as well as the Annual Report and Audit Report, will be available at the company's office from Wednesday, April 2, 2008. Copies of documents will be sent to shareholders free of charge upon request, as well as to shareholders who register for the AGM. The Board's complete proposals will also be available on the company's website www.carllamm.se.
Solna, March, 2008
Carl Lamm AB (publ)
The Board of Directors
Carl Lamm AB operates in the document and information management industry and has a nationwide organization with operations in 25 strategic locations in Sweden, offering solutions for customers' various IT environments. Carl Lamm is the exclusive Swedish distributor for Ricoh products, Philips voice management products, Francotyp-Postalia postage meter systems and distributor for Samsung multifunctional products. Furthermore, the company is a HP Preferred Partner and a Microsoft Gold Partner. Carl Lamm is listed on the OMX Nordic Exchange, Stockholm.
This information was brought to you by Cision http://newsroom.cision.com