The shareholders in ReadSoft AB are hereby invited to the Annual General Meeting (“Meeting”) on Monday April 28, 2014 at 3:00 p.m. CET at Hotel Marina Plaza, Kungstorget 6, Helsingborg, Sweden. Registration Shareholders who wish to participate in the Meeting must be registered in the company’s share register per April 22, 2014, which is kept by Euroclear Sweden AB, and shall further no later than 4 p.m. CET on April 22, 2014 notify the company of the intention to participate. Notice can be made at ReadSoft’s website with address www.readsoft.com, per post sent to ReadSoft AB, S Kyrkogatan 4, 252 23 Helsingborg, Sweden, by email to bolagsstamma@readsoft.com, by telephone at +46 (0)42-490 21 00 or by fax at +46 (0)42-490 21 20. Shareholders are requested to provide information regarding their name, address, telephone number and civil registration number or organization number. Personal data is only used for the drawing up of the voting list. Shareholders represented by proxy should submit the proxy to the company prior to the Meeting. The company provides a proxy form at the company’s website, www.readsoft.com, and it is sent to shareholders at request. The same address and telephone number as for notice applies for order of proxy form. Shareholders who have trustee-registered shares must temporarily register the shares in their own name with Euroclear Sweden AB. Such registration must be effective by April 22, 2014 which means that the request should be submitted well in advance of said date. Program (time in CET) 2:00 p.m. – 3:00 p.m. Registration and light refreshments 3:00 p.m. – The Meeting is opened Agenda 1. Opening of the Meeting 2. Election of chairman of the Meeting 3. Establishment and approval of the voting list 4. Election of two minutes-checkers 5. Approval of agenda 6. Determination that the Meeting has been properly convened 7. Submission of the Annual Report and Audit Report as well as the Consolidated Accounts and Consolidated Audit Report 8. Statement by the Managing Director and report on the work of the Board and Committees 9. Resolutions: (a) to adopt the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet (b) on disposition of the company’s earnings (c) on the discharge of the members of the Board and the Managing Director from liability 10. Determination of the number of members of the Board 11. Determination of the remuneration to the Board and auditors 12. Election of the Board 13. Election of auditor 14. Election of Nomination Committee 15. The issue of convertibles and transfer of convertibles 16. Adoption of principles for determination of salary and other compensation to senior executives 17. Purchase and transfer of own shares 18. Authorization for the Board to resolve on issue of new shares 19. Closing of the Meeting Motions The Nomination Committee consists of Sofia Aulin, representantive of Länsförsäkringar Fondförvaltning AB, Tim Hansen, the Chairman of the Board Göran E Larsson, Jan Andersson and Lars Appelstål. Item 2: The Nomination Committee proposes to elect the Chairman of the Board, Göran E. Larsson, as chairman of the Meeting. Item 9(b): The Board proposes a cash dividend to shareholders of SEK 0.60 per share. May 2, 2014 is proposed as the record date for the dividend. If the Meeting resolves in accordance with the proposal, the dividend is expected to be paid out through Euroclear Sweden AB with start on May 7, 2014. Item 10: The Nomination Committee proposes that the Board shall consist of seven members without substitutes. Item 11: The Nomination Committee proposes remuneration to the Board with SEK 315,000 to the Chairman and SEK 140,000 to each of the other Directors who are not employed in the company. As remuneration for Committee work it is proposed that member of the Audit Committee shall receive SEK 20,000. Directors may invoice the remuneration through their own company subject to such arrangement being cost neutral to the company. The Nomination Committee proposes that remuneration to the auditors shall be in accordance with current agreement. Item 12: The Nomination Committee proposes re-election of Göran E Larsson, Jan Andersson, Lars Appelstål, Lennart Pihl, Håkan Valberg and Peter Gille. The Nominations Committee proposes re-election of Göran E Larsson as Chairman of the Board. Anna Söderblom is not available for re-election. A recruiting process has been initiated and it is the ambition of the Committee to be able to suggest election of one additional board member before the Annual General Meeting. Item 13: The Nomination Committee proposes re-election of the registered auditor company Öhrlings PricewaterhouseCoopers AB until the end of the Annual General Meeting 2015. Item 14: The Nomination Committee proposes that the Nomination Committee shall in connection with the Annual General Meeting 2015 prepare proposals to: 1. Election of Chairman of the Annual Meeting, 2. Election of the Board and Chairman of the Board, and where applicable, election of auditors, 3. Remuneration to the Board and the auditors and 4. Criteria for composition of the Nomination Committee. The Nomination Committee proposes that the Meeting resolves to assign the Chairman of the Board to invite minimum four of the largest shareholders, counted by the number of votes per September 30, 2014, to appoint one representative each and together with the Chairman of the Board comprise the Nomination Committee and that the Nomination Committee shall hold the first meeting not later than during November 2014. If the ownership structure has changed by the end of the fourth quarter, the composition of the Nomination Committee shall be adjusted accordingly, if possible and if it is deemed necessary. Item 15: The Board proposes that the Meeting shall decide on an incentive program for leading employees and key employees in the ReadSoft group, principally in accordance with the following: The Board proposes that the Meeting decides to take up a convertible loan of nominal maximum 14,000,000 kronor by issue of maximum 350,000 convertibles, running from June 16, 2014 to December 15, 2017. The convertibles shall be subscribed for from May 14, 2014 to May 26, 2014. Right to subscribe the convertibles, with deviation from the shareholders preferential rights, shall be leading employees and key employees appointed by the Board. Besides employees, ReadSoft Financial AB, a subsidiary of ReadSoft AB, shall be entitled to subscribe a number of convertibles determined by the Board, initially maximum 20,000, for the purpose of, on market terms, transferring the convertibles to persons who after the subscription period are employed as leading employees or key employees in the ReadSoft group. To the extent full guaranteed subscription is not made, ReadSoft Financial AB may subscribe another maximum 20,000 convertibles. The reason for deviation of the shareholders preferential rights is that the Board with the proposed issue and offer wants to give leading employees and key employees in the ReadSoft group an opportunity to participate in the development of the Group. A personal economical long term engagement is assumed to further stimulate leading employees’ and key employees’ interest for the business, increase motivation and strengthen the loyalty with the Group. Improved development of result and strengthened solidarity with the Group is a common interest for the shareholders and the employees. The subscription of the convertibles shall be made on market terms determined by use of the Black & Scholes formula. The issue price shall be the nominal amount. The convertibles shall run with an interest adjusted to conditions on the market corresponding to the interest at which the convertibles’ market value corresponds to the nominal amount. Interest shall be payable annually in arrear and on the maturity date (provided that conversion has not yet been carried out). The rate of interest will be 6 months STIBOR, as determined for the first time on June 12, 2014 (for the interest period June 16, 2014 – December 15, 2014), plus margin. For consecutive six months interest periods the interest rate shall be determined by Swedbank two banking days prior to the beginning of each interest period. Conversion to B-shares may be made from June 14, 2017 to November 24, 2017. The conversion price shall correspond to 125 percent of the average price paid for the B –share in the company on the NASDAQ OMX Stockholm AB’s official list during the period from April 29, 2014 to May 8, 2014. The conversion price shall be SEK 6 at the lowest. Calculated on full conversion the company’s share capital will increase with SEK 35,000 and the dilution will be approximately 1.1 percent of the share capital and 0.8 percent of the votes, based on the number of registered shares. The aggregate cost for the incentive program is calculated not to exceed SEK 0.3 million. A valid resolution of this proposal requires that the proposal is supported by shareholders representing at least nine-tenths of the votes cast as well as the shares represented at the Meeting. Item 16: The Board proposes that ReadSoft shall offer terms that contribute to the ability of the company to recruit and keep senior executives. The compensation shall be competitive and consist of fixed and variable salary, other benefits and pension. Variable salary shall be based on the outcome in relation to defined and measurable targets. Unless special circumstances apply, the variable salary shall not exceed 40 percent of the fixed salary. The Board elects each year a Compensation Committee with assignment to propose new compensation terms for the Managing Director and other senior executives. The Board decides finally on new compensation terms for the Managing Director. Item 17: The Board proposes that the Meeting authorizes the Board, on one or more occasions in the period until the next Annual General Meeting, to decide on purchase and transfer of own shares. Purchase may be made of maximum a number of shares so that the company’s possession of shares at each point in time does not exceed ten (10) percent of the total number of shares in the company. Purchase may be made on NASDAQ OMX Stockholm to the share price at the time of purchase. Transfer may be made of maximum a number of shares which at each point corresponds to ten (10) percent of the total number of shares in the company. Transfer may be made without regard to the shareholders preferential rights on NASDAQ OMX Stockholm and to third parties in connection with acquisition of companies or businesses. Remuneration for transferred shares may be made in cash, payment in kind or set-off. Transfer in connection with acquisition of a company or business may be made to a market value determined by the Board. The purpose of the authorization is to give the Board possibility to adjust the company’s capital structure and to enable acquisition financing through use of own shares. A valid resolution on this item requires that the proposal is supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the Meeting. Item 18: The Board proposes that the Meeting authorizes the Board to decide on one or more occasions in the period until the next Annual General Meeting to increase the company’s share capital with a maximum of in aggregate SEK 320,000 by issue of maximum 3,200,000 new series B shares. Such issues may take place with or without regard to the preferential rights of existing shareholders. The new shares shall be issued on market conditions and payment for the new shares may be made through payment in kind or set-off or otherwise with conditions in accordance with Chapter 13, Section 5 first paragraph 6 of the Swedish Companies Act. The reasons for the authorization and for the Board to be able to deviate from the preferential rights of existing shareholders are that financing may be required in connection with future acquisitions with payment in shares and/or through issue of new shares against payment in kind and that the Board shall be able to decide thereupon without assembling a Shareholders Meeting. Shares and votes At the time of publication of the notification, there are 33,144,440 shares in the company, of which 1,354,500 are shares of series A and 31,789,940 are shares of series B, corresponding to in total 45,334,940 votes. At the time of publication of the notification the company holds 2,540,696 own shares of series B representing 2,540,696 votes. Documents The annual report, audit report, the Nomination Committee’s reasoned statement concerning proposal for election of the Board, the Board’s complete proposals and statements and the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act will at the latest from and including April 7, 2014 be available on the company’s website www.readsoft.com, and at the company’s head office in Helsingborg and will be sent to shareholders on request. Information at the Meeting The Board and the Managing Director shall, if a shareholder so requests and the Board considers that this can be done without significant harm to the company, give information on such circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the financial situation of the company or its subsidiaries and the company’s relationship with another group company. Anyone who wishes to present a question in advance may do so to ReadSoft AB at the same mail address which has been stated above for notification to attend the Meeting. Helsingborg, March 2014 The Board of Directors of ReadSoft AB (publ) This English version is an unofficial translation. In case of discrepancies the Swedish version of this document shall prevail. The entire summons can also be found in the attached pdf-file. This is information of the type that ReadSoft AB (publ) is obligated to disclose in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on March 25, 2014 at 14:00 CET. For additional information, please contact: ReadSoft AB Kristin Widjer, Legal Counsel Phone: +46 42 490 21 29 alt. +46 733 37 86 79 E-mail: kristin.widjer@readsoft.com Johan Holmqvist, Vice President, Corporate Communications Phone: +46 708 37 66 77 Email: johan.holmqvist@readsoft.com About ReadSoft ReadSoft is a leading global provider of applications for automating business processes in the cloud (http://www.readsoft.com/solutions/document -processing/capture-in-the-cloud)or on premise. ReadSoft is by far the world’s number one choice for invoice processing automation (http://www.readsoft.com/solutions/document-processing/invoice -processing), especially into business systems from SAP (http://www.readsoft.com/solutions/automation-for-sap) and Oracle (http://www.readsoft.com/solutions/automation-for-oracle). ReadSoft’s software enables companies to automate document processes such as accounts payable processing (http://www.readsoft.com/solutions/by-department/accounts -payable), and mailroom automation (http://www.readsoft.com/solutions/document -processing/mailroom-automation). Since the start in 1991, ReadSoft has grown to a worldwide group with operations in 17 countries on six continents and a network of local and global partners. The head office is located in Helsingborg, Sweden, and the ReadSoft share is traded on the NASDAQ OMX Stockholm's Small Cap list. For more information about ReadSoft, please visit www.readsoft.com
Notification of the Annual General Meeting of ReadSoft AB (publ)
| Source: ReadSoft AB
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