Notification Shareholders wishing to attend the Annual General Meeting must notify CashGuard of their intention to do so not later than noon on Thursday, April 20, 2006 at CashGuard AB, Propellervägen 10-12, SE-183 62 Täby, or by telephone +46 8-732 22 00, fax +46 8-732 22 80 or email [email protected].
Notifications should include name, address, personal identification number (corporate registration number), telephone number and registered shareholding. Shareholders who wish to be accompanied by one or two assistants must notify this at the same time as notifying the above. Shareholder rights at the Annual General Meeting may be exercised by authorised proxy. The power of attorney must be submitted in writing and may not be older than 12 months.
Right to attend In order to participate in the Annual General Meeting, shareholders must be registered in the share register maintained by VPC AB (The Swedish Securities Register Centre) by Thursday, April 20, 2006. Shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own name at VPC AB in good time before this date.
Business and proposed agenda for the Annual General Meeting 1. Election of a chairman to preside over the Meeting 2. Preparation and approval of the voting list 3. Approval of the agenda 4. Election of two persons to check the minutes 5. Determination of whether the Meeting has been duly convened 6. Presentation of the 2005 financial year by the Managing Director and Chief Executive Officer 7. Presentation of the annual report and the auditors' report, and the consolidated financial report and auditors' report on the consolidated financial report 8. Resolutions concerning a) the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet b) the disposition to be made of the Company's profit as shown in the balance sheet adopted by the Meeting c) the discharge of the members of the Board of Directors and of the Managing Director from personal liability for their administration during the 2005 financial year 9. Determination of the number of members and deputy members of the Board 10. Determination of the fees to be paid to the Board members 11. Election of the members and deputy members of Board 12. Amendment of the Articles of Association 13. Resolution regarding amendment of the terms and conditions for outstanding warrants 14. Resolution authorising the Board to make decisions regarding the issue of new shares 15. Resolution regarding a reduction in the Company's statutory reserves 16. Closure of the Meeting
Resolutions
Dividend (Item 8b) The Board of Directors proposes that no dividend be paid for the 2005 financial year and that the statutory reserves be reduced by SEK 46,685,282 to cover the accumulated loss that cannot be covered by unrestricted shareholders' equity.
Election of Members of the Board, etc. (items 9-11) In ample time prior to the Annual General Meeting, the company's Nomination Committee will issue a press release presenting resolutions concerning the election of Chairman of the Board and other Members of the Board, the fees to be paid to Members of the Board, and the election of Chairman of the Annual General Meeting. The Nomination Committee's resolutions will be presented on the company's website www.cashguard.se.
Amendment of the Articles of Association (item 12) Because the new Swedish Companies Act has taken effect, certain amendments of the Articles of Association are required. These amendments essentially entail that the par value per share be replaced by a clause stating that the number of company shares shall amount to not fewer than 75 million and not more than 300 million, that the Notice of a General Meeting of Shareholders be made in the form of an announcement in the Official Gazette (Post och Inrikes Tidningar) and in Svenska Dagbladet and certain additional amendments that are a direct consequence of the new Swedish Companies Act taking effect or that are of an editorial nature. It is also proposed that it should be possible to elect not more than two deputy Board Members and not more than two deputy auditors.
Resolution regarding amendment of the terms and conditions for outstanding warrants (item 13) The 2005 Annual General Meeting approved the issue of 2,000,000 warrants within the framework of the joint-ownership programme for the company's senior executives. Following recalculation for the rights issue implemented during the autumn of 2005, each warrant carries entitlement to subscription of 1.12 Series B shares at a subscription price of SEK 11.50 per share. The Board of Directors proposes that the Annual General Meeting vote to amend the terms and conditions for these warrants by extending the final date for exercising them from September 28, 2007 to September 30, 2008.
In the Board of Directors' opinion, the proposed extension of the warrants life by one year is necessary in order to ensure that the joint-ownership programme will continue in the future to create conditions that enable the company to retain competent employees and to increase their commitment. Another intention is that the warrant holders be paid an extra salary bonus in order to compensate them for the tax on fringe benefits that will result from the extension of the warrants' life.
To be valid, resolutions regarding the amendment of the terms and conditions of the warrants under the joint-ownership programme must be supported by shareholders representing at least nine tenths of the shares and votes represented at the Meeting.
Resolution to authorise the Board to make decisions regarding the new issue of shares (item 14)
The Board of Directors proposes that the Annual General Meeting authorise the Board to make decisions on one or more occasion prior to the next Annual General Meeting regarding the non-cash issue of not more than 10,000,000 new Series B shares in connection with company acquisitions. The authorization corresponds to a dilution effect of not more than 10.1%.
Resolution regarding a reduction in the Company's statutory reserves (item 15) The Board of Directors proposes that the Annual General Meeting vote to reduce the Company's statutory reserves by SEK 25,000,000 from SEK 271,399,073 to SEK 246,399,073. The amount by which the statutory reserves are reduced will be transferred to unrestricted shareholders' equity.
Other As of April 12, 2006, the Board's complete resolutions in accordance with items 12 and 13 will be made available at the company's office at the address stated above and on the Company's www.cashguard.se website. Shareholders who wish to familiarize themselves with these documents can notify the company of such a wish, following which the material will be sent by post or e-mail. Shareholders who wish to receive the printed version of the annual report for the 2005 financial year can order the report from the company by telephoning +46-8-732 22 00 or e-mailing [email protected].
Täby, March 2006 CashGuard AB (publ) Board of Directors