Regulatory News:
The shareholders of Orc Software AB (publ.) (STO:ORC), Org. No.
556313-4583, are hereby invited to attend the Annual General Meeting to
be held on Wednesday April 14, 2010, at 4 p.m. (CET) at the offices of
Orc Software, at Kungsgatan 36, 5th floor, Stockholm, Sweden.
This document is an in-house translation of the Swedish original. In
case of discrepancies the Swedish version shall prevail.
Registration
Shareholders who wish to participate at the Annual General Meeting must
• be registered in the shareholders’ register maintained by Euroclear
Sweden AB (“Euroclear”) (formerly VPC AB) on Thursday 8 April, 2010, and
• notify the company at:
Orc Software AB (publ.), Årsstämman, P.O. Box 7832, SE-103 98 Stockholm,
Sweden
or by telephone at +46 8 506 478 10,
or on the Company’s webpage, www.orcsoftware.com.
no later than on Thursday, 8 April, 2010 at 4 p.m. (CET). The
application shall include the shareholder’s name, personal or corporate
identity number, number of shares held, address, telephone number and
information regarding assistants and, where applicable, representatives,
wishing to attend the meeting.
Authorised representatives etc.
A shareholder who will be represented by a proxy at the meeting shall
issue a dated power of attorney for such proxy. A power of attorney
issued by a legal entity shall be accompanied by a certified copy of a
certificate of registration or similar document (“Registration
Certificate”) for such legal entity. Powers of attorney and Registration
Certificates shall be issued within one year before the meeting.
Original powers of attorney, Registration Certificates and other
documents of authorization should be received by the company at the
address mentioned above not later than on Thursday, 8 April, 2010.
Any personal record data from powers of attorney and the register of
shareholders maintained by Euroclear Sweden AB will be used for
necessary registration and preparation of the voting list for the
Extraordinary General Meeting.
Nominee-registered shares
Shareholders whose shares have been registered in the name of a nominee
must, in order to be entitled to exercise voting rights at the Annual
General Meeting, temporarily register their shares with Euroclear in
their own name. A shareholder who wishes to be recorded in the share
register in his/her own name, must notify his/her nominee thereof in due
time before Thursday, 8 April, 2010, at which day such registration
shall be effected.
Number of shares and votes
Orc Software has at the time for this notice 15,461,882 issued shares.
Each share represents one (1) vote.
Proposed agenda
1. Opening of the meeting.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor’s report and the
consolidated financial statements and the auditor’s report for the
group, as well as a description of the work of the Board of Directors,
the Remuneration Committee and the Audit Committee.
8. Resolutions regarding:
(a) Adoption of the profit and loss account and the balance sheet and
the consolidated profit and loss account and consolidated balance sheet;
(b) Discharge from liability of the Board of Directors and the Managing
Director;
(c) Allocation of the company’s profit in accordance with the adopted
balance sheet.
9. Determination of the number of members of the Board of Directors and
Deputy Directors, if applicable.
10. Determination of the fees for the Board of Directors and the
auditors.
11. Election of the Board of Directors.
12. Resolution regarding principles for appointment of the Nomination
Committee.
13. Resolution concerning principles for remuneration of Group
Management.
14. Resolution regarding authorization for the Board of Directors to
acquire and transfer the Company’s own shares.
15. Resolution regarding authorization for the Board of Directors to
issue new shares.
16. Proposal regarding conditional amendment of the Articles of
Association.
17. Other questions.
18. The meeting is declared closed.
Proposed resolutions:
Item 2, Chairman of the meeting
Due to the public offer that Orc Software has directed to the
shareholders in Neonet AB (publ), the Nomination Committee (1) has
decided to postpone the presentation of its proposals until further
notice. The Nomination Committee’s proposals will be presented on the
day of the Annual General Meeting at the latest.
Item 8 (c), Proposal concerning distribution of dividends
The Board of Directors has proposed the Annual General Meeting to decide
on a payment of dividends in the amount of SEK 10.00 per share and to
set the record date for purposes of the payment of dividends on 19 April
2010. Should the Annual General Meeting adopt a resolution in accordance
with the proposal, it is estimated that dividends will be distributed by
Euroclear on 22 April 2010.
Item 9, Number of Board members and auditors
Please see item 2, above.
Item 10, Remuneration to the Board of Directors and auditors
Please see item 2, above.
Item 11, Election of Board members
Please see item 2, above.
Item 12, Resolution regarding principles for appointment of the
Nomination Committee
Please see item 2, above.
Item 13, The Board of Directors’ proposal concerning principles for
remuneration and other terms of employment for the Executive Management
Team
The Board of Directors has prepared a proposal for principles for
remuneration and other terms of employment for the Executive Management
Team. Orc Software considers global remuneration practice as well as the
practice of the home country of each individual in the Executive
Management Team. The Board of Directors shall have the right to deviate
from the principles decided at the Annual General Meeting if there are
specific reasons for this in an individual case.
The proposal is mainly in conformity with the Board of Directors’
proposal for 2009 and that, as resolved by the AGM, has been applied
during the year.
The basic principles for the remuneration structure for 2010 are:
- To promote consensus between employees and shareholders regarding
their long-term view of the operations.
- To ensure that employees receive remuneration that is competitive and
in line with the market to make it possible to retain and recruit
personnel.
- To offer salary levels based on the results achieved, duties,
competence, experience and position.
Orc Software’s remuneration and benefits for the Executive Management
Team comprise: base salary, annual variable salary, pension benefits
corresponding to a premium of 15-20 percent of the base salary, health
insurance, health care insurance, parking benefit and the possibility to
participate in Orc Software’s long term incentive programme in
accordance with the terms and conditions of such programme. Severance
pay for members of the Executive Management Team amounts to a maximum of
12 monthly base salaries.
The annual variable salary may, inter alia, be based on the development
of the entire company or the part of the company where the employee is
employed. The development shall relate to the achievement of various
targets. Such targets shall be determined by the Board of Directors and
may, for example, be related to the financial results or the company’s
sales results. The annual variable salary may amount to a maximum of
10-60 percent of the base salary (except in respect of senior executives
with sales responsibility, for which no cap applies). In addition,
variable remuneration may be paid out as a part of the long term
incentive programs that have been resolved by General Meetings in Orc
Software.*
A salary review is made every year for members of the Executive
Management Team. The review takes into account market salary trends,
employee performance, changes in areas of responsibility and the
development of the company.
In addition, previously resolved remunerations are presented in a note
to the financial statements under “Salaries, other remunerations and
social costs”.
*) With respect to 2010, this may amount to a maximum of SEK 2.5
million, based on the long term incentive program as resolved in 2008.
Item 14, Resolution regarding authorisation for the Board of Directors
to repurchase and transfer the Company’s own shares
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to acquire the company’s own shares in
accordance with the following conditions:
1. The repurchase of the company’s own shares shall take place on the
NASDAQ OMX Stockholm in accordance with the rules regarding purchase and
sale of the company’s own shares as set out in NASDAQ OMX Stockholm’s
Rulebook for issuers.
2. The repurchase of the company’s own shares may be made on one or
several occasions for the period up until the next Annual General
Meeting.
3. The company’s own shares may be re-purchased up to an amount where
the company’s holding of its own shares does not at any time exceed 10
percent of the total number of shares in the company.
4. A repurchase of the company’s own shares on the NASDAQ OMX Stockholm
may only be made at a price per share that falls within the registered
price interval for the share at any given time. 5. Payment for the
shares shall be made in cash.
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to transfer the Company’s own shares
in accordance with the following conditions:
1.The transfer of the company’s own shares shall take place on the
NASDAQ OMX Stockholm in accordance with the rules regarding purchase and
sale of the company’s own shares as set out in NASDAQ OMX Stockholm’s
Rulebook for issuers; or (ii) in conjunction with an acquisition of a
company or business on market terms.
2. The transfer of the company’s own shares may be made on one or
several occasions for the period up until the next Annual General
Meeting.
3. Shares may be transferred to a maximum of what is authorised by the
Annual General Meeting for the Board of Directors to resolve on
repurchases of the company’s own in accordance with the above.
4. A transfer of the company’s own shares on the NASDAQ OMX Stockholm
may only be made at a price per share that falls within the registered
price interval for the share at any given time.
5. The authorisation comprises a right to resolve on divergences from
the shareholders’ preferential rights and an authorisation for payment
to be made in other consideration than cash.
The purpose of the authorisations described above is to ensure that the
company is continually able to adapt its capital requirements and
thereby increase shareholder value, and to ensure that the company is
able to transfer shares as payment for or to finance any future
acquisitions.
In order to be valid, a proposal for resolution by the Board of
Directors in accordance with this item must be supported by shareholders
with at least two thirds of both the votes cast and shares represented
at the meeting.
Item 15, Resolution regarding authorisation for the Board of Directors
to issue new shares
The Board of Directors proposes that the Annual General Meeting resolves
to authorise the Board of Directors, during the period until the next
Annual General Meeting, to issue new shares:
(i) where the shareholders shall enjoy preferential rights to subscribe
for the new shares; and
(ii) where the company’s shareholders shall not enjoy preferential
rights to subscribe for the new shares in connection with an acquisition
of a company.
An issue of new shares may be made with or without payment in kind,
subject to a right of set-off or in accordance with other terms set out
in Chapter 13, Section 5, item 6, of the Swedish Companies Act
(2005:551).
The authorization may be utilized upon one or several occasions. The
Board of Directors’ utilization of such authorisation may not imply that
the total increase in share capital exceeds 10 percent of the registered
share capital at the time of the authorization. The basis for the
assessment of the issue price shall be the market value at the time for
utilization.
The purpose of the authorisation described above is to increase the
company’s financial flexibility and to give the Board of Directors the
opportunity to finance acquisitions, whereupon newly issued shares may
be utilized as consideration for such acquisitions or where the new
shares are issued to institutional investors against cash consideration
in order to finance the acquisition in whole or in part.
In order to be valid, a resolution by the Board of Directors in
accordance with this item must be supported by shareholders representing
at least two thirds of both votes cast and shares represented at the
meeting.
Item 16, Proposal concerning conditional amendment of the Articles of
Association
In order to enable implementation as soon as practically possible of the
more cost-effective procedures for convening general meetings, expected
to enter into force in January 2011 the Board of Directors proposes that
the first sentence § 11 in the Articles of Association shall be as
follows:
Present wording: “Notice to a general meeting shall be announced in the
Swedish Official Gazette (Post- och Inrikes Tidningar) and in Svenska
Dagbladet.”
Proposed wording: “Notice to a general meeting shall be announced in the
Swedish Official Gazette (Post- och Inrikes Tidningar and on the
company’s website. It shall be announced in Svenska Dagbladet that a
notice to a general meeting has been made.”
The Board of Directors proposes that the resolution of the Annual
General Meeting to amend the Articles of Association shall be
conditional upon that an amendment of the procedures for convening
general meetings in the Swedish Companies Act (SFS 2005:551) has entered
into force an that the above proposed wording is consistent with the new
wording of the Swedish Companies Act.
The annual report, the auditor’s report and complete proposals and other
documentation in accordance with the Companies Act will be available at
the company’s head office no later than on Wednesday 31 March, 2010 and
in electronic format at the company’s web page, www.orcsoftware.com.
The documentation will also be sent free of charge to the shareholder
who so requests.
Stockholm, March 2010
Orc Software AB (publ)
The Board of Directors
(1) The Nomination Committee represents approx. 39,9 % of the votes and
consists of Kerstin Stenberg (Swedbank Robur Fonder), Peter Rudman
(Nordea Fonder), Stefan Roos (SEB Asset Management S.A.), Peter Larsson
(Monterro Holdings Ltd) and Frank Larsson (Handelsbanken Fonder). Stefan
Roos has been Chairman of the Nominating Committee. The criteria for the
appointment and convention of the Nomination Committee are available at
the company’s homepage www.orcsoftware.com.
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