Notice of extraordinary general meeting in Adera AB (publ)

NOTICE OF EXTRAORDINARY GENERAL MEETING IN ADERA AB (PUBL) Shareholders in Adera AB (publ) are hereby invited to attend an Extraordinary General Meeting to be held on July 17, 2001 at 3:00 p.m., at Saléns Konferens och Matsalar, Room "Experten", Norrlandsgatan 15, Stockholm, Sweden. NOTIFICATION Shareholders who wish to participate in the Meeting must be listed in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) not later than July 6, 2001 and notify the company of their intent to participate in the Meeting not later than July 11, 2001 at 3:00 p.m. Notification may be made in writing to the company at the following address: Adera Sweden AB, Attn: Anna Lindbäck, Drottninggatan 88, Box 1352, 111 83 Stockholm, Sweden. Notification can also be made by e-mail to anna.lindback@aderagroup.com, or by telephone on +46 8 566 139 00. In notifying the Company, shareholders must state their name/company name, national registration/corporate registration number, address and telephone number. RIGHT TO PARTICIPATE Only shareholders whose shares are registered in their own name are entitled to participate in the Meeting. Shareholders whose shares are registered in the names of nominees, through the trust department of a bank or other trustee, must temporarily re-register the shares in their own names at VPC not later than July 6, 2001. Proposed agenda 1. Opening of the Meeting. 2. Election of the Chairman of the Meeting. 3. Preparation and approval of the list of shareholders entitled to vote at the Meeting. 4. Approval of the agenda. 5. Election of minutes-checkers. 6. Determination of whether the Meeting has been duly convened. 7. Matter concerning reduction of the share capital by an amount of SEK 38,267.9. 8. Matter concerning reduction of the share capital by an amount of SEK 5,192.7. 9. Matter concerning reduction of the share capital by an amount of SEK 70,000. 10. Closure of the Meeting. PROPOSAL FROM THE BOARD The company has issued shares as consideration in connection with its acquisitions of Nucleus Limited, England, and Braendpunkt A/S, Denmark. Pursuant to the respective purchase agreements and subsequent supplemental agreements, part of the issued shares would be withdrawn without repayment if certain profitability conditions were not fulfilled during year 2000. Such conditions have not been fulfilled. In addition, the company has come to a settlement with the former owner of Hollandse Communicatie Maatschap Holding B.V. that 700,000 of the approximate total of 1.3 million shares issued as purchase price will be withdrawn without repayment. Based on the above, the Board proposes that the share capital of the company will reduced by a total amount of SEK 113,460 to SEK 2,031,221.1 through a withdrawal of 1,134,606 Series B shares without repayment. The reduction amount will be used for immediate coverage of the loss as reported in the approved balance sheet. Documentation The proposal of the Board with regard to the reduction of share capital and the documentation in line with section three of paragraph 2, chapter 6 and paragraph 4, chapter 4 of the Swedish Companies Act will be available at the company at least one week prior to the Meeting and will be sent to shareholders who so request and who provide their postal address. Stockholm, July 2001 Board of Directors Adera AB (publ) Adera AB (publ) focuses on generating business benefits for its customers by bringing together the skills crucial to successful competition in the new world of business logic. These include strategy/business development, marketing/communication and IT/Internet expertise. Adera currently has offices in Gothenburg, Stockholm, Ljungby, Värnamo, Malmö, London. The company's shares are listed on the O list of the Stockholm Stock Exchange. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.bit.se/bitonline/2001/07/02/20010702BIT00190/bit0002.doc http://www.bit.se/bitonline/2001/07/02/20010702BIT00190/bit0002.pdf