XCounter Notice of Extraordinary General Meeting (8380N)

TIDMXCT

RNS Number : 8380N

XCounter AB

08 September 2011

PRESS RELEASE

Stockholm, 8 September 2011

Notice of Extraordinary General Meeting

On 30 August 2011, XCounter AB ("XCounter") announced that it had received a request from a shareholder holding more than 10% of the issued share capital of the Company to hold an Extraordinary General Meeting ("EGM") to consider (i) a reverse share split (ii) an amendment to the Articles of Association (iii) proposals regarding delisting from AIM and relisting on NASDAQ OMX (iv) the number of board members (v) the election of board members and (vi) the remuneration of board members.

XCounter today announces that the EGM will be held at its offices at Svardvagen 11, Danderyd, Sweden at 10.00 a.m. (CET) on 17 October 2011 and that in accordance with Swedish law, notice of the EGM has today been given in the Svenska Dagbladet newspaper and on the Post-och Inrikes Tidningar website. A copy of the notice and an English translation of the notice are set out at the Appendix below.

A circular will be sent to shareholders in due course, giving further details of the resolutions to be put to the EGM, the Directors' views on those resolutions and details of how shareholders may vote on the resolutions.

For further information, please contact:

XCounter AB Tel: [phone]

Mikael Strindlund, CEO

Nomura Code Securities Tel: [phone]

Phil Walker

Capital MS&L Tel: [phone]

Anna Davies

Appendix

1.1 NOTICE TO ATTEND EXTRAORDINARY GENERAL MEETING

1.2

(a) The shareholders of XCounter AB (publ) are hereby invited to attend the extraordinary general meeting of the shareholders on Monday 17 October 2011, at 10 am (CET), to be held in the company's offices at Svardvagen 11, Danderyd, Sweden.

Shareholders intending to participate in the meeting must be recorded in the register of shareholders kept by Euroclear Sweden AB on Tuesday 11 October 2011. Shareholders whose shares are registered under the name of a nominee should therefore, well in advance of 11 October 2011, temporarily register their shares in their own names to be able to participate in the meeting.

Further, shareholders must notify the company of their intention to participate in the meeting by no later than Wednesday 12 October 2011 at 4 pm (CET). Notifications can be made by mail to XCounter AB (publ), Svardvagen 11, 182 33 Danderyd, Sweden or by telephone on [phone], by telefax [phone] or by e-mail to [e-mail]. When notifying, shareholders should state their name, address, telephone number, e-mail address, personal or corporate identity numbers (where applicable) and the number of shares held.

1.2.2 Items

1. Opening of the meeting

2. Election of a chairman for the meeting

3. Preparation and approval of the voting register

4. Approval of the agenda

5. Determination of whether the meeting was duly convened

6. Election of one or two persons to attest the minutes of the meeting

7. Determination of the number of board members

8. Election of board members

9. Resolution regarding remuneration of board members

10. a) Resolution regarding share issue to create an even number of shares

b) Resolution regarding a share consolidation

c) Resolution to adopt new Articles of Association

11. Resolution regarding delisting

12. Election of auditor

13. Closing of the meeting

XR Invest AS, being the owner of shares representing more than 10% of all shares in XCounter AB, has by way of a letter dated 25 August 2011 requested that the Board summons an extraordinary general meeting to address items 7-11 above.

Determination of the number of board members, election of board members and remuneration of board members (items 7-9)

XR Invest AS has at the time of this notice not provided any additional information with respect to its proposals.

Resolutions to carry out a share consolidation etc (item 10)

XR Invest AS proposes that the general meeting of shareholders resolves

a) to issue twelve (12) shares, with deviation from the shareholders pre-emption rights, at a subscription price of SEK 0.10 per share. The reason for deviation of the pre-emption rights and for the subscription price is that the company shall have a total number of shares which is evenly divisible by 50 and therefore make a share consolidation possible. The new shares are to be made available for rounding up of shareholdings without compensation. The right to subscribe shall belong to Mangold Fondkommission AB. The shares shall be subscribed for no later than 31 October 2011,

b) that a share consolidation shall be carried out to the effect that 50 shares are consolidated to form one (1) share. The record date for the share consolidation shall be 31 October 2011. XR Invest AS has undertaken to supply, without compensation, shares to those shareholders in Euroclear Sweden whose holdings are not evenly divisible by 50 in order to achieve a holding which is evenly divisible by 50, and

c) to amend -- 5 of the Articles of Association to have the following wording: "The number of shares of the company shall be not less than 1,200,000 and not more than 4,800,000." Further, the second paragraph of -- 8 of the Articles of Association is proposed to have the following wording: "Notice of general meetings of shareholders shall be made by announcement in Post- och Inrikes Tidningar and on the company's website. At the time of notice information that notice has been given shall be announced in Svenska Dagbladet".

The meeting shall treat the resolutions according to a) - c) above as one decision as they are conditioned upon and dependent on one another. The resolution shall also be conditioned upon the shareholders' meeting deciding in accordance with XR Invest AS' proposal regarding delisting as set forth in item 11 below.

A resolution in accordance with the proposal of XR Invest AS is valid only if supported by shareholders holding at least two thirds of both the votes cast and the shares represented at the meeting.

Resolution regarding delisting (item 11)

XR Invest AS proposes that the general meeting of shareholders authorizes and instructs the board to apply for delisting of the XCounter shares (which is conducted in the form of so called CREST Depository Interests) from the AIM market of the London Stock Exchange. The decision only applies on the condition that the XCounter shares are approved for listing at the NASDAQ OMX First North market in Stockholm. Further, the decision shall be conditioned upon the shareholders' meeting deciding in accordance with XR Invest AS' proposal regarding (i) a share issue to create an even number of shares, (ii) share consolidation and (iii) adoption of new Articles of Association as set forth in items 10 a) - c) above.

A resolution in accordance with the proposal of XR Invest AS is valid only if supported by shareholders holding at least three quarters of the votes cast at the meeting.

Election of auditor (item 12)

Presently the registered accounting firm KPMG is appointed as the company's auditor, with Magnus Jacobsson as the auditor-in-charge. The nomination committee now proposes that Christer Forsberg, KPMG, be elected as an additional auditor.

Miscellaneous

At the time of this notice the total number of shares and votes of the company amounts to 195,483,488. The company does not own any shares.

Upon request by any shareholder and where the board of directors believes that such may take place without significant harm to the company, the board of directors and the managing director shall provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.

A form of proxy, complete proposals according to items 7-12 above and other documents for the extraordinary general meeting will be available on the company's website (www.xcounter.se) by 26 September 2011 and will also be sent to shareholders that so request and state their postal address.

_______________________________________

Stockholm in September 2011

XCounter AB (publ)

The Board of Directors

This information is provided by RNS

The company news service from the London Stock Exchange

END

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