Resolutions of the EGM of Adcore AB (publ) on 22 May 2001 at 5 p.m., Stockholm Sweden.
The Meeting resolved to approve the divestment of all shares in the following group enterprises: the Finnish enterprise Adcore Oy, the French enterprises Groupe G S.A, Adcore Strategy France SAS and Stradivarius S.A.R.L., the Belgian enterprise Serifra S.P.R.L., the Italian enterprise Adcore Strategy Italia S.P.A and the US enterprise Adcore Strategy USA Inc. The purchasers took possession of all stock in these enterprises as of 1 April 2001. The purchase price for the shares are as follows: FIM 1 for Adcore Oy and SEK 1 each for the other enterprises. This purchase price was paid cash at transfer.
The Meeting also resolved on the issue of a maximum of 186,452 shares implying share capital increasing by a maximum of SEK 18,645.20, which in terms of currently registered share capital, corresponds to dilution of some 0.12% of the share capital and votes. These new shares will be subscribed by employees that are direct or indirect shareholders of the UK enterprise Adcore Strategy Ltd., waiving existing shareholders’ preferential rights, with payment effected through the transfer of 72,677 shares in Adcore Strategy Ltd. in kind. These employed shareholders are active in Germany, with the issue relating to the acquisition of Cell Strategy last year.
Stockholm, Sweden, 23 May 2001, Adcore AB (publ).