Resolutions of the Annual General Meeting of ADCORE AB (publ), on 25 April at 5 p.m., Stockholm, Sweden:
Adopting Annual Report and discharge from liability
The AGM adopted the Income Statement, Balance Sheet, Consolidated Income Statement and Consolidated Balance Sheet. The AGM resolved to allocate profit for the year in accordance with the Board’s proposal, implying that the deficit for the year will be carried forward. The Board members and Chief Executive Officer were discharged from liability.
Authorisation for the Board to effect stock issues
The AGM passed a resolution to authorise the Board to effect one or more non-cash or set-off issues, or stock issues waiving shareholders’ preferential rights, of a total maximum of 15 million shares at a subscription price that essentially reflects the market value of the corporation’s stock on the occasions authorisation is utilised, in the period before the next AGM is held. Upon full utilisation of this authorisation, the dilution would correspond to some 9% of capital and votes.
Determining remuneration to the Board and Auditors
The AGM resolved on remuneration of SEK 700,000 to the Board, to be divided between those Board members appointed by the AGM that are not employed by the corporation. Remuneration to auditors will be paid according to invoice.
The Board resolved to appoint the following regular Board members: Lars Evander, Lars Irstad, Göran Wågström (re-election) and Gunnar Brock, Ole Oftedal (new appointments). Mr. Brock is currently a Board member of Perstorp, Lego and Swiss corporation the Institute for Management and Development (IMD). Until last year, Mr. Brock was Chief Executive Officer and President of the Tetra Pak group. Ole Oftedal is the CEO of i2i Ventures and was previously a Board member of Connecta. At present, he is a Board member of Corus Technologies AB, Kungsleden AB, Salus Ansvar AB and CGEA Transport AB. His former positions include CEO of Thomson Travel Intl, Fritidsresor and Linjebuss. The board will appoint Lars Evander as Adcore’s Chairman; Mr. Evander has been an Adcore Board member since the incorporation on 6 June 2000, and was a member of Connecta’s Board from 1998. Before the AGM, Christer Jacobsson and Anders G. Carlberg declined to re-election.
Stockholm, Sweden, 26 April 2001, Adcore AB (publ)