The shareholders of Sensys Traffic AB (publ) are hereby convened to the Annual General Meeting of Shareholders to be held at 3pm on Thursday, 29 April 2010 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, 23 April 2010, and to have informed the Company of their intention to attend the Meeting by 12 noon on Friday, 23 April 2010 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, 23 April 2010 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. Election of chairperson of the Meeting
3. Establishment and approval of a voting list
4. Approval of the agenda of the Meeting
5. Election of a person to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report and accounts and the audit report
8. Report of the chief executive officer
9. Resolution regarding the adoption of the income statement and balance sheet
10. Resolution regarding the dispositions to be made of the Company's profit or loss as per the adopted balance sheet
11. Resolution regarding the discharge from liability of the board of directors and chief executive officer
12. Determination of the number of board members and deputies
13. Determination of the fees to be paid to the members of the board
14. Election of board members and the chairman of the board
15. Proposal of the board of directors regarding amendment to the Articles of Association
16. Proposal of the board of directors regarding guidelines for remuneration to senior executives
17. Resolution regarding the composition of the nominating committee
18. Closing of the meeting.
Dividend (Item 10)
The board of directors has proposed that no dividend be paid.
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
Board members: Re-election of Peter Svensson, Jan Bengtsson, Anders Norling and Ivan Rylander, and election of Jeanette Jakobsson
Chairman of the board: Peter Svensson
Remuneration to the board members: 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 members.
Brief presentations of the proposed board members are available at the Company's website at www.sensystraffic.se
Proposal of the board of directors regarding an amendment to the Articles of Association (Item 15)
The board of directors proposes that Article 10 of the Articles of Association be amended to read as follows:
"Notices convening shareholders meeting shall take place in the form of an announcement in Post- och Inrikes Tidningar [the Swedish Official Gazette] and the Company's website. An announcement shall be made in the Dagens Industri newspaper stating that such notice has been published."
The board of directors furthermore proposes that this resolution regarding an amendment to the Articles of Association be conditioned by that an amendment made to the Swedish Companies Act (SFS 2005:551) concerning the manner that general meetings of shareholders be convened shall have entered into force, thus implying that the proposed wording be consistent with the Swedish Companies Act.
For the resolution proposed by the board of directors to be adopted requires that shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting support the resolution.
Proposal of the board of directors regarding guidelines for remuneration to senior executives (Item 16)
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.
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 and accounts and the audit report, as well as other underlying documentation will be available at the Company's offices and its website at www.sensystraffic.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 2010
The Board of Directors of Sensys Traffic AB (publ)
To be published in the Post- och Inrikes Tidningar [the Swedish Official Gazette] and Dagens Industri on 23 March 2010