EXTRAORDINARY GENERAL MEETING OF ADCORE AB
Application to attend, etc.
Shareholders who wish to participate in 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 any assistants, no later than 13 August 2001 at 4 p.m., at the address Adcore AB, Attn.: Caroline Martinsson, Box 3216, 103 64 Stockholm, by fax to number +46 8 635 80 03 or via firstname.lastname@example.org. The application should include the name, personal identity/organisation registration number, address and telephone number.
Shareholders whose shares are held by a trustee/administrator must temporarily arrange to re-register the shares in their own name in order to be entitled to attend the Meeting. The shareholder must notify the trustee/administrator of this in good time prior to 7 August 2001, by which time such registration must be effected at VPC.
1. Election of chairperson for 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. Approval, 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 "Leo" Act), of the sale of all shares in the following subsidiaries;
a) the Danish company Adcore Implement A/S, proposal see item A below,
b) the Swiss company Adcore AG, proposal see item B below,
7. Conclusion of the Meeting.
As a result of the decision on the sale of foreign subsidiaries made at the Extraordinary General Meeting of 9 July 2001, could not be implemented, the Board of Directors has assigned the company management the task of investigating opportunities to sell the subsidiaries to the company's senior officers.
A. Approval of sale of shares
Conditional upon the approval of the General Meeting, the Board of Directors has decided to sell all shares of the subsidiary Adcore Implement A/S. Ownership of the shares shall be transferred to the purchaser with effect 27 July 2001. The purchase price for the shares amounts to 15 million kronor, to be paid cash on completion date.
B. Approval of sale of shares
Conditional upon the approval of the General Meeting, the Board of Directors has decided to sell all shares of the subsidiary Adcore AG. Ownership of the shares in Adcore AG shall be transferred to the purchaser with effect 30 July 2001. The purchase price for the shares amounts to 2.4 million kronor, to be paid cash on completion date.
As the purchasers above belong to the group of persons referred to in the Leo Act, the sale of the shares is subject to this Act. Decisions concerning such sales 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 submitted a report in accordance with the listing contract with Stockholmsbörsen AB, to which a valuation opinion prepared by an independent third party has been attached. The report will be held available at the company and on the company's website two weeks prior to the Meeting.
The complete proposed decision of the Board of Directors, etc. will be kept available in accordance with the above, from and including 10 August 2001, at the company. The documents are held available at the company at the address Kungsgatan 48, Stockholm, and will be sent to those shareholders who so request and provide their postal address.
Stockholm in July 2001
ADCORE AB (publ)
Board of Directors