EXTRAORDINARY GENERAL MEETING OF ADCORE AB
Shareholders that wish to participate at the Meeting should:
First be included in the share register maintained by VPC AB (the Central Swedish Securities Depository) by no later than 31 August 2001; Second notify the company of their intention to attend the Meeting by no later than 4 p.m. on Friday, 7 September 2001, at the following address: Adcore AB, FAO: Caroline Martinsson, Box 3216, 103 64 Stockholm, Sweden, by fax on +46 (0)8 635 8003, or e-mail: firstname.lastname@example.org. Notification should include name, personal/corporate identity number, shareholding, address, daytime telephone number, as well as information regarding potential assistants and, in applicable cases, representatives. Additionally, in applicable cases, notification should include comprehensive supporting documentation such as certificates of incorporation.
To qualify for participation at the Meeting, those shareholders with nominee-registered holdings with bank trust departments or other fund managers, must temporarily re-register their shares in their own name with VPC AB. Shareholders requiring such re-registration must inform their trustee/administrator thereof in good time before Friday, 31 August 2001, when such re-registration must be complete.
Shareholders appointing representatives to attend the Meeting must issue dated powers of attorney to such representatives. If such powers of attorney are issued by a legal entity, a certified copy of this certificate or corresponding documentation for this legal entity (“certificate of incorporation”) must be included. The power of attorney and certificate of incorporation may be no older than one year. The original power of attorney and potential certificate of incorporation should be sent by mail to the company at the aforementioned address in good time before the meeting.
1. Open the Meeting
2. Appoint the Chairperson of the Meeting
3. Propose and approve the voting list
4. Approve the agenda
5. Appoint two persons to verify the minutes
6. Determination of whether the Meeting has been duly convened
7. Approval of the Board’s decision regarding the issue of a debenture combined with 4,000,000 detachable warrants (see below)
8. Determination of the number of Board members and deputies (see below)
9. Close the Meeting
Approval of the Board’s decision to issue a debenture combined with 4,000,000 detachable warrants (item 7)
The Board has decided to issue a debenture of a nominal amount of 1,000 Swedish kronor, combined with 4,000,000 warrants, whereby each warrant confers the rights to subscribe for one new share in the company at a price of 1.44 Swedish kronor, whereby the company’s share capital may increase by a maximum of 400,000 Swedish kronor. Additionally, this decision, which is subject to the approval of the Meeting, has the following primary implications. Net Equity Holding BV gains the exclusive right to subscribe for the debenture with detachable warrants, waiving shareholders’ preferential rights. The issue of the debenture with detachable warrants will be conditional on Net Equity Holding BV issuing and paying a bridge loan of 25 million Swedish kronor to the company by no later than 12 September 2001; 1,000 Swedish kronor will be paid for the debenture with detachable warrants. The reason for this deviation from the shareholders’ preferential rights is that the loan with detachable warrants is a complement to, and precondition for, the company’s bridge financing, which the Board considers advantageous for its shareholders in the prevailing circumstances. The issue price has been determined on the basis of market pricing.
The Board’s decision implies deviation from the existing shareholders’ preferential rights, and accordingly, the approval of the Meeting is only valid if supported by two-thirds of those shareholders’ votes submitted, and represented, at the Meeting.
Determining the number of Board members and deputies (item 8)
Because of the resignation of Board member Göran Wågström, the company is proposed to have four Board members and one deputy.
The Board’s complete decision regarding item 7, and documentation pursuant to §4, Section 4 of the Swedish Companies Act will be available from Adcore AB, Kungsgatan 48, Stockholm, Sweden, from 5 September 2001 onwards, and sent by mail to those shareholders that so request, and that indicate their postal address.
Stockholm, Sweden, August 2001
Adcore AB (publ)
Adcore – Digital Business Creators
Adcore is a leading digital business development consultancy. We make three offerings: strategic consulting, the transformation of business models and technology implementations. The share is quoted on the OM Stockholm Stock Exchange O list (Attract 40, Ticker ADCO). Adcore´s biggest clients are Ericsson, SEB, Telia, SAS and ABB.