Cision: Notification of Cision's Annual General Meeting.STOCKHOLM, Sweden -- Regulatory News: The shareholders of Cision AB Cision AB, formerly known as Observer AB, is a Reputation Management and Media Intelligence firm for corporate clients. They consult on communications processes, marketing, public relations and investor relations. Their head office is located in Stockholm, Sweden. (publ)(STO STO Store (calculator function) STO Société de Transport de l'Outaouais (French) STO Strategic Technology Office (DARPA) STO Security Through Obscurity STO Service to Others :CSN CSN Crosby, Stills, and Nash (band) CSN Centrala studiestödsnämnden (Swedish: state education grant and loan program) CSN Confédération des Syndicats Nationaux (French) ) are hereby convened to the annual general meeting, Friday April 4, 2008 at 5.00 p.m. (CET CET abbr. Central European Time CET Central European Time CET n abbr (= Central European Time) → hora de Europa central CET abbr ) at Konferens Sparvagshallarna, Birger Jarlsgatan 57 A, Stockholm, Sweden Shareholders who wish to participate in the annual general meeting must be registered in the shareholders' register maintained by VPC (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. AB (the Swedish Central Securities Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. & Clearing Organization) by Saturday, 29 March 2008 (however, due to the routines of VPC AB, the shareholders' register is printed-out on Friday, 28 March 2008), and must notify the Company of their intention to attend the annual general meeting not later than 4 p.m. on Monday, 31 March 2008 by; - post to Cision AB (publ), Att: Nicole Brown, 114 88 Stockholm - e-mail to nicole.brown@cision.com, - telephone, +46 (0)8-507 410 00, or by - fax, +46 (0)8 507 410 25. Upon notification, shareholders should state their name, personal- / corporate identity number, address, daytime Daytime may refer to:
telephone number, the number of shares held and, where applicable, representatives and advisors participating. In order to facilitate admission to the annual general meeting, the Company wishes to receive powers of attorney, certificates of incorporation and other authorizations no later than Monday, 31 March 2008. Please note that powers of attorney must be submitted in the original copy. Power of attorney forms are available for download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. on the website, www.cision.com. Shareholders whose shares are registered in the name of a trustee must temporarily register their shares in their own name, in the shareholders' register maintained by VPC AB, to be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to participate in the annual general meeting. This procedure, so called voting right Voting Right The right of a stockholder to vote on matters of corporate policy as well as on who is to compose the board of directors. Notes: Most voting involves decisions on issuing securities, initiating stock splits, and making substantial changes in the corporation's registration, must be effected no later than 28 March 2008, which means that the shareholder must inform the nominee nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract. well in advance before this date. Number of shares and votes The Company has 74,544,418 shares, each representing one vote, in total 74,544,418 votes. Proposed Agenda 1. Opening of the annual general meeting 2. Election of chairman of the annual general meeting (see below) 3. Drawing up and approval of the voting list 4. Approval of the agenda 5. Election of one or two persons to verify (1) To prove the correctness of data. (2) In data entry operations, to compare the keystrokes of a second operator with the data entered by the first operator to ensure that the data were typed in accurately. See validate. the minutes 6. Determination as to whether the annual general meeting has been duly convened 7. Presentation of the annual report, the audit report and the consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge and the consolidated audit report for 2007 8. The report by the CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. 9. The report by the chairman of the Board on the work of the election committee, the Board and the compensation- and audit committees 10. Resolution regarding adoption of the income statement and the balance sheet, and the consolidated income statement consolidated income statement An income statement that combines the income statements of two or more organizations. As with other consolidated statements, a consolidated income statement eliminates any funds owed to or due from firms within the same group. and the consolidated balance sheet consolidated balance sheet A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm. for 2007 11. Resolution regarding allocation The apportionment or designation of an item for a specific purpose or to a particular place. In the law of trusts, the allocation of cash dividends earned by a stock that makes up the principal of a trust for a beneficiary usually means that the dividends will be treated as of the company earnings in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the approved balance sheet for 2007, and determination of the record date for dividends (see below) 12. Resolution regarding discharge from personal liability of the board members and the CEO for the year 2007 13. Resolution on the number of board members and deputy board members, to be elected by the annual general meeting (see below) 14. Resolution regarding remuneration REMUNERATION. Reward; recompense; salary. Dig. 17, 1, 7. to the Board, to the auditors AUDITORS, practice. Persons lawfully appointed to examine and digest accounts referred to them, take down the evidence in writing, which may be lawfully offered in relation to such accounts, and prepare materials on which a decree or judgment may be made; and to report the whole, together and for committee-work (see below) 15. Election of members of the Board, chairman of the board and deputy board members, if any (see below) 16. The Board's proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management and the extent and main principles of the group's long term incentive program (see below) 17. The Board's proposal regarding election committee (see below) 18. The Board's proposal to issue convertible profit sharing profit sharing, arrangement by which employees receive, in addition to their wages, a share of the net profits of a business. The purpose is to give them an incentive to increase their output through enhanced morale, less wasteful use of materials, better care of debentures to the management (see below) 19. The Board's proposal for authorization The right or permission to use a system resource; the process of granting access. See access control. for the Board to decide on the Company's acquisition of its own shares (see below) 20. Closing of the annual general meeting Resolution regarding allocation of the company earnings in accordance with the approved balance sheet for 2007, and determination of the record date for dividends (item 11) The Board and the CEO propose that the year's earnings of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1,170,731,258 should be allocated through dividend of SEK 18,636,105 (SEK 0.25 per share) and carried forward SEK 1,152,095,153 to new account. The record date for dividends is proposed to be 9 April 2008. If the annual general meeting approves this proposal, it is estimated that VPC AB can arrange for payment of dividends on 14 April 2008. Proposal for resolutions with respect to items 2 and 13-15 The Company's election committee that has been formed in accordance with the resolution of the annual general meeting 2007, consisting of chairman Caroline af Ugglas Caroline af Ugglas (born 7 April 1972) is a Swedish singer, artist and chorist.[1] She participated in Melodifestivalen 2007 with "Tror på dig", written by herself along with Heinz Liljedahl and Mattias Torell. (Skandia Liv), Javiera Ragnartz (Handelsbanken Kapitalforvaltning), Fredrik Juntti (Montrica Investment Management) and Anders Boos BOOS Bent Out of Shape (Rainbow music album) BOOS British Orthopaedic Oncology Society BOOS Baltic Operational Observing System (chairman of the Board), proposes the resolutions presented below with respect to items 2 and 13-15. The election committee proposes that Anders Boos, the chairman of the Board, is appointed chairman of the annual general meeting (item 2). The election committee proposes that the Board should consist of eight board members, without deputy board members (item 13). The election committee proposes the remuneration to the Board should be SEK 1,800,000 to be allocated in accordance with the following: SEK 600,000 per year to the chairman, and 200,000 per year to each of the board members that are not employed by the Company. The election committee also proposes that an extra amount of SEK 600,000 shall be paid to the chairman of the Board for 2008 as compensation for extra work in connection with the current restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). . Furthermore, the election committee proposes remuneration to the members in the audit committee with SEK 300,000 per year, of which SEK 200,000 shall be paid to the chairman of the audit committee and remuneration to the members in the compensation committee with SEK 150,000 per year, of which SEK 100,000 shall be paid to the chairman of the compensation committee (item 14) The election committee proposes that the fees to the auditors should bee paid in accordance wit, by the Company approved invoice An itemized statement or written account of goods sent to a purchaser or consignee by a vendor that indicates the quantity and price of each piece of merchandise shipped. A consular invoice is one used in foreign trade. (item 14). The nomination committee proposes that Anders Boos, Pia Gideon, Ulf Ivarsson, Peter Leifland, Gunilla von Platen A long, thin cylinder in a typewriter or printer that guides the paper through it and serves as a backstop for the printing mechanism to bang into. It is typically made of a hard rubber or rubber-like material. See carriage and typewriter. , Niklas Flyborg and Thomas (language) Thomas - A language compatible with the language Dylan(TM). Thomas is NOT Dylan(TM). The first public release of a translator to Scheme by Matt Birkholz, Jim Miller, and Ron Weiss, written at Digital Equipment Corporation's Cambridge Research Laboratory runs Heilmann are re-elected as board members and that Hans-Erik Andersson is elected as board member. Hans-Erik Andersson is chairman of the Board in Semcon, chairman of DN galan, vice-chairman in the Swedish Insurance Association (SW: Svenska Forsakringsforeningen) and member of the Financial Markets Advisory Committee. Per-Eric Fylking has declined re-election. Anders Boos is proposed chairman of the Board (item 15). The Board's proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management and the extent and main principles of the group's long term incentive program (item 16) The Board's proposal for establishment of principles for remuneration and other terms of employment for the CEO and other members of the management is established in order to secure that the group may offer a reward system that is competitive and on market terms in order to attract and retain qualified employees. Principles for remuneration and other terms of employment for the CEO and other members of the management The Board propose that the annual general meeting decides upon the Board's proposal regarding principles for remuneration and other terms of employment for the CEO and other members of the management (proposal for long term incentive program is set out in item 18). Except the specified exemption for the CEO below, the proposed principles correspond to the remuneration that has been paid previous years and is based on existing agreements between Cision AB (publ) ("the Company") and each respective member of management. The principles apply to the CEO and the members of management that report directly to the CEO (the management). The remuneration to the management shall comprise of the following parts: fixed salary, variable remuneration, pension, other benefits and long term incentive program. Fixed salary The fixed salary is based upon what the local market pays for a corresponding position and qualification, and is therefore a market salary. The fixed salary is renegotiated on a yearly basis. Variable remuneration The variable remuneration is paid in the form of a bonus. The target bonus for the management is 30 percent of the fixed salary and the maximum bonus is 50 percent of the fixed salary when performance is above expectations. The bonus is based on the achievement of financial targets (growth, margins and capital tie-up) for the region and/or the group, and the achievement of personal targets. For the CEO special conditions apply during 2008. The target bonus is 50 percent and maximum bonus is 100 percent of the fixed salary. Further, the CEO's bonus is solely based on the Company's underlying operating margin Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: . Pension The basic principle with respect to pension arrangements shall be that the terms and conditions are on level with market terms in the country where the management member is domiciled dom·i·cile n. 1. A residence; a home. 2. One's legal residence. v. dom·i·ciled, dom·i·cil·ing, dom·i·ciles v.tr. 1. . The retirement age for the management varies in accordance with local customs. For the CEO, the Company shall allocate To reserve a resource such as memory or disk. See memory allocation. an amount correspondent to 35 percent of the CEO's pension qualifying salary for pension- and insurance solutions. All other members of the Swedish management follow the plan for supplementary pensions for salaried employees (Sw. ITP-planen) or correspondent. For others, pension allocations are made in accordance with local customs. Other benefits The CEO and the other members of management have the possibility to receive the customary benefits connected with their position, such as health care, medical insurance and a leasing car. Benefits vary between the countries and are based on local customs. Long term incentive program The Company shall have a long term incentive program based on convertible profit sharing debentures ("convertibles"). The convertibles carry interest corresponding to the dividend per share, however not less than five percent of the nominal amount of the convertibles. The convertibles are issued at market price and are therefore not connected with any costs for the Company. The convertibles are structured in order to provide incentives to the management of the Company to act in order to achieve the Company's long term goals. Redundancy payment redundancy payment n → indemnización f por desempleo redundancy payment n (Brit) → indemnité f de licenciement The Company and the CEO have a mutual notice period of six months. If the Company terminates the employment, the CEO is entitled to a redundancy payment equal to twelve months of fixed salary. Remuneration from a new employer or a corresponding salary from self-employment is deducted de·duct v. de·duct·ed, de·duct·ing, de·ducts v.tr. 1. To take away (a quantity) from another; subtract. 2. To derive by deduction; deduce. v.intr. from the redundancy payment. For other members of management, the notice period varies between three to six months. For the Company, the notice period varies between three and twelve months. A number of members of management are entitled to a redundancy payment, if the Company terminates the employment, equal to between six to twelve monthly salaries. Preparation and resolution With respect to the CEO, the compensation committee proposes, after discussions between the chairman of the Board and the CEO, those salaries, criteria for variable remuneration and other terms of employment, which are then approved by the Board. For other members of management, the CEO proposes, after discussions with the members of management, such terms, which are then approved by the compensation committee and are reported to the Board. The Board shall have the right to deviate from these principles if, in an individual case, there may be reasons for such decision. The Board's proposal regarding election committee (item 17) The Board proposes that the annual general meeting decides that the nomination process which is presently applied also will form the base of the future nomination processes. The proposal implies that the chairman of the Board contacts not less than three of the main shareholders in the Company as per 31 August. The shareholders are asked to appoint one representative each to the election committee, of which also the chairman of the Board shall be a member. The chairman of the election committee shall, if the representatives do not agree otherwise, be the representative representing the main shareholder in the Company. If any of the shareholders refrain from the right to appoint a representative, such right is transferred to the shareholder that, following these shareholders, has the largest shareholding. The election committee shall prepare a proposal to the annual general meeting with respect to election of chairman of the annual general meeting, chairman of the Board, board members and remuneration to the Board, to the auditors and for committee-work. Where appropriate, the election committee shall also prepare a proposal for appointment of the auditor. The composition of the election committee shall be announced as soon as the election committee has been elected, however six months before the annual general meeting, at the latest. The election committee will receive no remuneration, but the representatives will be compensated for customary expenses in connection to the work in the election committee. The Board's proposal to issue convertible profit sharing debentures to the management (issue 18) The Board proposes that the annual general meeting resolves to take up a convertible debt of nominally SEK 20,000,000 through issuing a maximum of 700,000 convertible profit sharing debentures ("convertibles"), nominally correspondent to 113.3 percent of the volume weighted average exchange price of the Cision share during the period 24 April - 30 April 2008, whereby the share capital may be increased by not more than SEK 1,050,000. The issue price shall correspond to the nominal value Nominal Value The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. and has been determined on market terms. The resolution does not require any amendment of the articles of association. The issue will be directed to the management of the group. The purpose of deviating from the shareholders' preferential pref·er·en·tial adj. 1. Of, relating to, or giving advantage or preference: preferential treatment. 2. rights is to create incentives for the management members to do their utmost for the Company. The convertibles are structured to reward the management when the Company's long term goals are fulfilled ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. . Members of the management in Cision AB (publ)'s (the "Company") U.S. subsidiary, Cision US Inc, will, in line with U.S. market practice, instead of participating directly in the issue of the convertibles, participate indirectly through an option program with convertibles as underlying assets. The terms and conditions of such options will principally correspond to the terms and conditions of the convertibles. The convertibles will be issued to the Company's American subsidiary, Cision US Inc, which, in turn will issue the options to the U.S. management members. The annual general meeting's resolution is valid only if it is approved by nine tenths of the votes cast as well as shares represented at the annual general meeting. The convertibles should be subscribed for and paid not later than 12 May 2008. The Board may extend the subscription and payment period. Each convertible shall carry an interest equal to the cash dividend paid on each of the company's shares, however not less than an amount equal to an annual interest rate of 5 percent. The conversion rate is correspondent to the nominal amount. Conversion may be requested during the period 1 April - 30 June 2012, whereby conversion will be effected 1 July 2012. The new shares received through conversion will entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to dividends as from and including the financial year 2012. The Board's proposal for authorization for the Board to decide on the Company's acquisition of its own shares (item 19) The Board proposes that the annual general meeting shall authorize To empower another with the legal right to perform an action. The Constitution authorizes Congress to regulate interstate commerce. authorize v. to officially empower someone to act. (See: authority) the Board to, on one or several occasions, for the period until the next annual general meeting, decide upon the acquisition by the Company of its own shares to the extent that the Company's shareholding does not exceed 10 per cent of the total amount of shares in the Company. Acquisitions shall take place on the Nordic exchange and may only be made to a price within the at each time prevailing range of prices, the so-called spread which is the range between the highest purchase price and the lowest selling price. The authorization shall give the Board an increased remit/scope of operation/discretion to act in connection with their work with the capital structure of the Company. The annual general meeting's resolution is valid only if it is approved by two third of the votes cast as well as shares represented at the annual general meeting. Complete proposals to decisions The election committee's full proposal to decisions in items 2, 13-15 and the Board's full proposal to decisions in items 11, 16 and 19 are as above. The Board's complete proposal with respect to the election committee (item 17) and the complete proposal to issue convertible profit sharing debentures to the management (item 18), the accounting documents and the audit report for the financial year 2007 and the Board's statement pursuant to chapter 18, section 4 of the Swedish Companies This is a list of Swedish companies: Companies
n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. for compensation to senior management, respectively, will be available at the Company's premises as from 19 March 2008, and will be sent to shareholders that so requests stating their address. All documents referred to in this section will also as from 19 March 2008 be available on the Company's homepage, www.cision.com. Stockholm March 2008 Cision AB (publ) The Board of Directors For further information, please contact: Gunilla Rudebjer, Chief Financial Officer, phone: +46 (0)8 507 417 23, e-mail: gunilla.rudebjer@cision.com Cision AB (publ) SE-114 88 Stockholm, Sweden Telephone: +46 (0)8 507 410 00 www.cision.com Cision improves clients' performance through integrated services In computer networking, IntServ or integrated services is an architecture that specifies the elements to guarantee quality of service (QoS) on networks. IntServ can for example be used to allow video and sound to reach the receiver without interruption. and software solutions for reputation and campaign management, media monitoring and research of media contacts. Cision AB is quoted on the Nordic Exchange and has approx. 17 000 shareholders. The company has around 2,600 employees and a turnover of SEK 1.9 billion in 2007. Cision operates in the US, UK, Sweden, Canada, Germany, Norway, Finland, Denmark, Portugal, Lithuania, the Netherlands and China and has partners in another 125 countries. www.cision.com Every care has been taken in the translation of this interim report. In the event of discrepancies, however, the Swedish original will supersede To obliterate, replace, make void, or useless. Supersede means to take the place of, as by reason of superior worth or right. A recently enacted statute that repeals an older law is said to supersede the prior legislation. the English translation. This information was brought to you by Cision http://newsroom.cision.com |
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