The shareholders of Sensys Traffic AB (publ) are hereby convened to the Annual General Meeting of Shareholders to be held at 3pm on Thursday, 23 April 2009 at Elite Stora Hotellet, Hotellplan, Jönköping, Sweden.
Right to attend
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB as per Friday, 17 April 2009, and to have informed the Company of their intention to attend the Meeting by 12 noon on Friday, 17 April 2009 at the latest.
Shareholders who have registered their shares with a trustee must ensure that their shareholding be temporarily registered in the share register maintained by Euroclear Sweden AB in order to have the right to attend the Meeting. Such registration must be made by Friday, 17 April 2009 at the latest, which in turn implies that shareholders must inform their trustee in good time prior to this date.
Notice of intention to attend
Notification of intention to attend the Annual General Meeting must be made in writing to Sensys Traffic AB, Box 2174, 550 02 Jönköping, Sweden or by telephone at +46 (0)36 34 29 80 or by fax at +46 (0)36 12 56 99 or via e-mail to info@sensystraffic.se. Upon giving notice of intention to attend the Meeting, shareholders must state their name, personal ID or corporate registration number, daytime telephone number, the number of shares held, and when applicable the number of assistants (maximum two) that are expected to also attend the Meeting. Should a shareholder wish to be represented at the Meeting by proxy, a power of attorney and other legitimacy papers should be attached to the notification. Proxy forms are available upon request.
Proposed agenda
1. Opening of the Meeting
2. Appointment of a chairman of the Meeting
3. Establishment and approval of a voting list
4. Approval of the agenda
5. Appointment of a person to check and sign the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report & accounts and the audit report
8. Report of the Chief Executive Officer
9. Adoption of the income statement and balance sheet
10. Appropriation of the Company's profit as per the adopted balance sheet
11. Discharge from liability for the Directors and Chief Executive Officer
12. Determination of the number of Directors and Deputies
13. Determination of remuneration of the Directors
14. Election of Directors and Chairman
15. The Board's proposal regarding guidelines for remuneration to senior executives
16. The Board's proposal to authorise the Board to resolve the acquisition of own shares
17. Decision regarding the composition of the Nominating Committee
18. Closing of the meeting.
Dividend (Item 10)
The Board of Directors has proposed the payment of a dividend of SEK 0.05 per share. The Board has proposed that the record date be 28 April 2009. Should the Annual General Meeting of Shareholders adopt the Board's proposals, the dividend is estimated to be paid by Euroclear Sweden AB on 4 May 2009.
Board of Directors (Items 2, 12, 13 and 14)
The Nominating Committee appointed by last year's Annual General Meeting, composed of Sten K Johnson, Lars Gunnar Berntsson and Jan Ahnberg, has submitted the following proposals:
Chairman of the AGM: Peter Svensson
Directors: Re-election of Peter Svensson, Jan Bengtsson, Jan Johansson, Anders Norling and Ivan Rylander
Chairman of the Board: Peter Svensson
Remuneration to the Directors: SEK 330,000 to be spread in the amount of SEK 90,000 to the Chairman of the Board and SEK 60,000 to each of the other Directors.
The Board of Directors' proposal regarding guidelines for remuneration to senior executives (Item 15)
The proposal of the Board of Directors, which contains guidelines concerning salary, pension and other employment conditions for senior executives, is set out in the Administration Report in the Company's annual report and accounts.
Authorisation to acquire own shares (Item 16)
The Board of Directors has proposed that the Annual General Meeting shall authorise the Board, for the period up to the next AGM, to resolve to acquire on one or several occasions as many own shares provided the maximum number of own shares that the Company holds does not exceed 10 percent of all shares in the Company at any given point in time. The acquisition of own shares shall take place via NASDAQ OMX Stockholm at a price within the registered share price interval at any given time. The objective of the proposed authorisation is to enable the Board to adjust the Company's capital structure in a suitable manner.
Nominating Committee (Item 17)
The shareholder Tibia Konsult AB has proposed that the Annual General Meeting appoint a Nominating Committee composed of three members, with the tasks stipulated by the Swedish Code of Corporate Governance. Tibia Konsult AB has proposed that Sten K Johnson, Lars-Gunnar Berntsson and Jan Ahnberg be members of the Nominating Committee.
Documentation
The annual report & accounts and the audit report, as well as other underlying documentation will be available at the Company's offices and its website at www.sensys.se at least two weeks before the Annual General Meeting, and will be sent to those shareholders who so request and who provide their postal address.
The share capital of Sensys Traffic AB is divided into a total of 215,927,051 shares, giving right to an equal number of votes.
Jönköping, March 2009
The Board of Directors of Sensys Traffic AB (publ)