Sigma AB (publ)

3/26/2010 7:06 EST

Right to participate
Shareholders who intend to participate in the Annual General Meeting must be listed in Euroclear Sweden AB’s shareholder register as shareholders by Thursday, April 22, 2010, and indicate their intention to participate in the Annual General Meeting to the Company not later than April 22, 2010 at 4:00 pm.

Shareholders who have trustee-registered shares must temporarily re-register the shares in their own names with Euroclear Sweden AB in order to participate in the Annual General Meeting. Such registering must be carried out not later than Thursday, April 22, 2010. This means that shareholders must notify their trustees in ample time of their desire to re-register the shares.

Application for participation
Application for participation in the Annual General meeting must be made in writing to the address, Sigma AB (publ), Annual General Meeting, Lindholmspiren 9, SE-417 56 Göteborg, per telephone +46 (0) 20 – 550 550 (request “Annual General Meeting”), per telefax +46 (0) 31 – 40 32 20 or via e-mail to  . The registration must include name, social security number/corporate registration number, number of shares, daytime telephone, and where applicable, the number of proxies or substitutes (maximum two) that intend to attend the Annual General Meeting. If a shareholder intends to be represented by proxy, a power of attorney and other authorization documents shall be attached to the application. Power of attorney forms will be provided upon request.

Proposed agenda
1. Opening of the meeting
2. Election of a chairman for the Meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of minutes checker
6. Determination that the Meeting has been duly convened
7. Presentation of the Annual Report and Audit Report and the Consolidated Accounts and the Auditor’s Report for the Consolidated Accounts
8. Statement from the Managing Director
9. Resolution concerning adoption of the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
10. Resolution on the disposition of the company’s profits in accordance with the adopted Balance Sheet
11. Resolution concerning the discharge of the Board of Directors and Managing Director from personal liability
12. Determination of the number of members on the Board of Directors and deputies
13. Determination of the remuneration to be paid to the Board of Directors
14. Election of the Board of Directors and Chairman of the Board
15. Board of Directors’ proposal for a resolution regarding changes in the Articles of Association
16. Board of Directors’ proposal for a resolution regarding guidelines for remuneration for senior executives
17. Determination of principles for appointing the Nomination Committee
18. Appointment of the Nomination Committee
19. Closing of the Meeting

Dividends (point 10)
The Board of Directors has proposed a dividend of SEK 0.25 per share. The Board proposes that the record date for receipt of the dividend be May 3, 2010. If the Annual General Meeting resolves in accordance with the motion, dividends are expected to be paid out through Euroclear Sweden AB on May 6, 2010.

Board of Directors, etc. (points 2, 12, 13, 14 and 15)
The Company’s Nomination Committee, which has consisted of Thomas Ehlin (Nordea fonder), Mikael Nordberg (Danske fonder), Dan Olofsson and Caroline af Ugglas (Skandia Liv), has submitted the following proposal:

Chairman of the Annual General Meeting: Dan Olofsson
Members of the Board of Directors: re-election of Dan Olofsson, Konstantin Caliacmanis, Johan Glennmo, Henrietta Hansson, Christina Ramberg and Sune Nilsson, as well as the election of Lars Wollung (President and CEO for Intrum Justitia, former CEO for the IT consulting company, Acando 2001-2008)
Deputies: no deputies have been proposed
Chairman of the Board: Dan Olofsson
Remuneration to the Board of Directors: is proposed to be unchanged and that SEK 100,000 shall be paid to each board member that does not collect a salary from the company. In addition to that, it is proposed that the remuneration to the chairman of the audit committee and remuneration committee shall be paid in the amount of SEK 30,000 and that each of the other board members in the respective committees be paid SEK 20,000.

Information about the proposed board members can be found on the company’s website, www.sigma.se.

Board of Directors’ proposal for a resolution regarding changes in the Articles of Association (point 15)
The Board of Directors proposes that section 7, first and second paragraphs in the Articles of Association, be changed to read:

“Notification to the Annual General Meeting shall be made through announcements in Post- och Inrikes Tidningar (Post and Domestic newspapers) as well as on the company's website. That notification has been made shall be published in the newspaper, Dagens Industri.”

The Board of Directors further proposes that a resolution regarding changes to the Articles of Association shall be conditional upon a change in the provisions of the Companies Act (SFS 2005:551) in regard to the method for notification to the Annual General Meeting having taken effect, meaning that the proposed wording is compatible with the Companies Act.

For a resolution in accordance with the Board of Directors’ proposal, it is required that shareholders representing at least 2/3 of both the stated votes and shares represented by proxy at the Annual General Meeting agree to the resolution.

Board of Directors’ proposal regarding guidelines for remuneration to senior executives (point 16)
The Board of Directors’ proposal, which includes guidelines related to salaries, pensions and other employment conditions for senior executives can be found in the Administration Report in the Company’s Annual Report.

Proposal regarding the determination of principles for appointment of the Nomination Committee (point 17)
The Nomination Committee has proposed the following principles for the appointment of the Nomination Committee.

The Annual General Meeting shall select four board members for the Nomination Committee. These shall represent the four shareholders who, as of the last bank day in the month prior to the issue of the notification to the Annual General Meeting, are the largest shareholders in terms of voting rights and who wish to participate in the nomination work. The determination of who the largest shareholders are in regard to voting rights shall be based on Euroclear Sweden AB’s shareholder register (“grouped shareholders”).

The Nomination Committee shall appoint a chairman from among its members at a board meeting immediately following the Annual General Meeting.

If a board member resigns, or if the ownership structure changes so that the four largest shareholders in terms of voting rights are not represented in the Nomination Committee, the Nomination Committee has the right to replace a board member based on the same principles that are stated above using the latest known shareholder register as documentation.

The Nomination Committee shall carry out those tasks that are outlined in the Swedish Code of Corporate Governance.

No remuneration will be paid to the members of the Nomination Committee, but the Company shall cover reasonable costs associated with the Nomination Committee’s assignments.

Appointment of the Nomination Committee (point 18)
With the application of those principles that have been proposed in point 17, it is proposed that the following persons be appointed board members of the Nomination Committee: Thomas Ehlin (Nordea Fonder), Mikael Nordberg (Danske Bank Fonder), Dan Olofsson (Danir AB) and Caroline af Ugglas (Skandia Liv).

Documentation, etc.
The Company’s Annual Report and Auditor’s Report as well as other decision-making documentation will be available at the company and on its website, www.sigma.se, not later than two weeks before the Annual General Meeting and will be sent to those shareholders who so request and state their postal address.

The total number of shares in Sigma AB is 86,042,499, of which 1,024,124 are Series-A shares and 85,018,375 are Series-B shares. These shares provide a total of 95,259,615 votes.

Malmö – March 2010

Board of Directors for Sigma AB (publ)

Published in Post och Inrikes Tidningar (Post and Domestic Newspapers), Dagens Industri and Sydsvenska Dagbladet on March 26, 2010.