Annual General Meeting, Adcore AB (publ)

2002-04-25

Resolutions of the Annual General Meeting of Adcore AB (publ), 25 April, at 1 p.m., Stockholm, Sweden:



Adoption of Annual Report, discharge from liability

The Annual Report and Directors’ Report for the company and group for the financial year 2001 were presented, with the Income Statement, Balance Sheet, Consolidated Income Statement and Consolidated Balance Sheet approved. The Meeting resolved to apportion net profit in accordance with the Board’s proposal, implying the deficit for the year being carried forward. The Meeting also resolved to pay no dividends for the financial year 2001.



The Board members, previous and current Chief Executive Officer were discharged from liability. At presentation of Adcore AB’s divestiture of the majority holding (approx. 98.8%) of Adcore Stockholm AB (the former Connecta AB) was made coincident with the CEO’s Statement, ahead of the shareholders resolving on this question. As a special measure, the Meeting also expressed its full support for the Chief Executive Officer’s divestiture of shares in Adcore Stockholm, and for the Board’s view that objections to this transaction are invalid.



Remuneration to the Board and Auditors

The meeting resolved on remuneration to the Board of SEK 700,000, which the Board will distribute between those Board members not employed by the company, elected by the AGM. Remuneration to auditors will be paid as invoiced.



Board election

The Meeting resolved on a Board comprising four (4) members without deputies, appointing the following regular Board members: Lars Evander and Ole Oftedal were re-elected, Lars Carlqvist and Anders Liljeblad were elected.



Lars Carlqvist has several Board assignments and extensive experience as a consultant and line manager in the IT sector. He has also accumulated an extensive management consulting practice, and is now active as a consultant and independent director.



Anders Liljeblad has long-term, international media and advertising experience, was previously CEO of the advertising agency Lowe Brindfors, and is now active on business and operational development within Lowe Nordic, and has several board assignments.



Before the meeting, Gunnar Brock and Lars Irstad declined re-election.



All decisions were taken unanimously by the Meeting.