Application to attend, etc.
Shareholders who wish to attend the General Meeting shall
first be registered in the share register kept by the Swedish Securities Register Centre AB (VPC) no later than ten days prior to the Meeting, second notify the company that they wish to attend, and also name state any assistants, no later than 2 July 2001 at 4 p.m., by mail to the address Adcore AB, Attn.: Caroline Martinsson, Box 3216, 103 64 Stockholm, by fax to number +46 8 635 80 03 or via email@example.com. The application should include the name, personal identification/organisation/company registration number, address and telephone number.
Shareholders whose shares are held by a trustee/administrator nominee must temporarily re-register the shares in their own names in order to be entitled to attend the Meeting. The shareholder must notify the trustee/administrator nominee of this in good time prior to 29 June 2001, by which time such registration must be effected at VPC.
1. Election of chairperson of the Meeting
2. Drafting and adoption of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the Meeting has been duly convened
6. Decision, in accordance with the Swedish Act on Certain Directed Placements in Stock Market Companies, etc. (Lagen om vissa riktade emissioner i aktiemarknadsbolag, mm, Swedish Code of Statutes – SFS 1987:464) (the “LeoLEO” Act), concerning approval of the sale of all shares in the following group companies, etc.;
a) the Swedish company Adcore Karlstad AB, proposal see item A below,
b) the Dutch company Adcore B.V., proposal see item B below,
c) the Swiss company Adcore AG, proposal see item B below,
d) the English company Adcore Strategy Ltd., proposal see item B below,
e) the English company Adcore Ltd., proposal see item B below,
f) the Norwegian company Adcore AS, proposal see item B below,
g) the Danish company Adcore DBC A/S, proposal see item B below,
h) the Danish company Adcore Implement A/S, proposal see item B below,
i) the German company Adcore Hannover GmbH, proposal see item B below, and
j) the business and assets/liabilities of the German branch Adcore AB Germany (which is not subject to the LEO Act), proposal see item B below.
7. Decision on issue of promissory notes a debenture combined with option rights for new subscription of shares detachable warrants and approval of transfer of option rightsthe warrants, proposal see item C below.
8. Close of the Meeting.
A. Decision in accordance with the LEO Act
Conditional upon the approval of the General Meeting, the Board of Directors has decided to sell all shares in Adcore AB’s wholly owned subsidiary Adcore Karlstad AB. Ownership of the shares in Adcore Karlstad AB shall be transferred to the purchaser with effect 1 April 2001. The purchase price for the shares amounts to 1 SEK, to be paid cash not later than 15 July 2001. The purchaser is employed by Adcore Karlstad AB.
B. Decision in accordance with the LEO Act, etc.
Conditional upon the approval of the General Meeting, the Board of Directors has decided to sell all shares in Adcore AB’s wholly owned subsidiaries Adcore B.V., Adcore AG, Adcore Strategy Ltd., Adcore Ltd., Adcore AS, Adcore DBC A/S, Adcore Implement A/S, Adcore Hannover GmbH together with the business and assets/liabilities of the German branch Adcore AB Germany, ownership to be transferred to the purchaser with effect 1 April 2001. The purchase price for all the shares together with the business and assets/liabilities amounts in total to 30 MSEK, to be paid in cash ten days after approval by the General Meeting. The purchaser is a newly formed company, partly owned by an employee of Adcore DBC A/S.
C. Decision on issue of promissory note a debenture combined with option rights for new subscription of shares detachable warrants and approval of transfer of the option rightswarrants
The Board of Directors proposes that the General Meeting, under item 7, decides to make an issue of a promissory note debenture of 1,000 kronor combined with severable option rights detachable warrants for the new subscription of at most 8,262,000 shares in the company (the Promissory Note”Debenture”) on the following terms. The right to subscribe for the Promissory Note Debenture belongs, deviating from the preemptive preferential rights of the shareholders, to the wholly owned subsidiary Adcore Stockholm AB or other group companies nominated by that company (the “Lender”). The Promissory Note Debenture shall be issued at a price corresponding to its nominal (par) value with a supplement of a market premium for the option rights warrants computed in accordance with Black & Scholes’ valuation formula. The computation shall be made by Enskilda Securities. The Promissory Note Debenture shall be subscribed and paid for not later than 20 July 2001. The Promissory Note Debenture bears 5 % annual interest and falls due for payment on 31 December 2001. The option rights warrants shall be immediately severable detachable from the Promissory NoteDebenture. Every Each option right warrant entitles the holder to subscribe for a new share in Adcore during the period from and including 1 July 2002 up to and including 31 July 2003. The subscription price upon new subscription of shares shall correspond to 120 % of the average stock-exchange price for the Adcore share, computed as a volume-adjusted average of the prices paid, over five stock-exchange business days from and including 10 July 2001 up to and including 16 July 2001. In the event of full subscription in accordance with the option rightswarrants, the share capital of the company can increase by at most 826,200 kronor, which corresponds to a dilution of approximately 5.16 % of the share capital and votes. The dilution would amount to 4.71 % when related to the share capital after full exercise of convertibles and subscription options warrants already issued.
The reasons for the Board of Directors deviating from the preemptive preferential rights of the shareholders is that the Board of Directors desires to offer the company’s Chief Executive Officer an incentive programme, which will provide him with an opportunity to benefit from positive development of the value of the company.
The Board of Directors also proposes that the General Meeting approves the transfer by the Lender, not later than 31 July 2001, of the option rights warrants to the Chief Executive Officer of Adcore, Ole Oftedal, at a market consideration computed by Enskilda Securities in accordance with the above-mentioned manner, and also that the General Meeting authorises the Board of Directors to implement such minor adjustments to the decision that may transpire to be necessary in conjunction with registration at the Patent and Registration Office.
As the decisions are subject to the LEO Act, the decisions of the General Meeting in accordance with items 6 a) – i) and 7 are conditional for their validity upon the support by a majority of at least nine tenths of both the votes cast and also of the shares represented at the Meeting.
The Board of Directors has, as regards the decisions under item 6, submitted a report statement in accordance with item 24 of Appendix 1 to the listing contract with Stockholmsbörsen AB (concerning transactions with closely related persons) to which a valuation appraisal prepared by Pareto Securities ASA, in the capacity of independent third party, was attached. The report will be sent via post to all directly registered shareholders and also be held available on the company’s web-site, www.adcore.com, and also at the company two weeks prior to the Meeting.
The full text of the Board of Directors’ proposed decisions, will be available from the company, as of 2 July 2001, containing, among other things, the issue price for the Promissory Note Debenture in accordance with item 7 above, etc. at Kungsgatan 48 in Stockholm and will be mailed to shareholders who request a copy and who provide a mailing address.