Special general meeting of Adera AB (publ)

SPECIAL GENERAL MEETING OF ADERA AB (PUBL) The shareholders of Adera AB (publ) are hereby invited to attend a Special General Meeting of the Company on Thursday, December 20, 2001, at 3 p.m. in the Adera offices at Gävlegatan 22, Stockholm, Sweden. Notice of participation Shareholders who wish to participate in the Meeting must be registered in the share register maintained by VPC AB on Monday, December 10, 2001 and must also notify the Company of their intention to participate not later than 3 p.m. on Friday, December 14, 2001. The notification can be made in writing and posted to Adera AB, Gävlegatan 22, SE-113 30 Stockholm, Sweden, for the attention of Anna-Karin Ekequist, or sent by e-mail to anna-karin.ekequist@aderagroup.com, or faxed to +46-8-587 775 91, or telephoned to +46-8-587 775 10. In their notifications, shareholders should state their names, personal identity numbers addresses and telephone numbers. Right to participate To be eligible to participate in the Meeting, shareholders must have their shares registered in their own name. Shareholders whose shares have been registered in the name of a trustee, must therefore temporarily have the shares re-registered in their own name in the VPC register. Such registration must be effected by December 10, 2001 at the latest. Proposed agenda for meeting: 1. Opening of Meeting 2. Election of Meeting Chairman. 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. Item regarding approval in accordance with "Lex Leo" - the Act concerning Certain Directed Issues in Stock Market Companies, etc. (1987:464) - for the transfer of all of the shares in the subsidiary OOpix Objekt AB. 8. Item regarding SEK 77,720.20 öre reduction in share capital. 9. Conclusion of Meeting. Board proposal Transfer of shares in OOpix Objekt AB and reduction in share capital In May 2000, Adera acquired OOpix Objekt AB ("OOpix") through a non-cash issue of 777,202 B shares to the owners of OOpix at that time. As a result of the issue, OOpix became a wholly owned subsidiary of Adera. Following completion of the acquisition, Adera's management noted that the acquired operations were unable to be integrated in the intended manner. Subject to the approval of the General Meeting, the parties have agreed that the acquisition of OOpix should be reversed. This would be effected through the OOpix shares being transferred back to the former owners of the company in return for the cancellation without payment of the 777,202 B shares that were issued in the non-cash issue named above. Assuming the General Meeting approves the transfer of the OOpix shares in accordance with the proposal described, the Board proposes that the company's share capital be reduced by a total of SEK 77,720.20 through the cancellation of 777,202 B shares held by the former owners of OOpix, without repayment to the shareholders. The amount of the reduction shall be reserved for the immediate coverage of losses in accordance with the adopted balance sheet. Documentation, etc. The decision regarding the transfer of the shares in OOpix is valid only if supported by at least nine tenths of both the votes cast and the votes represented at the Meeting. The complete text of the Board's proposals in regard to the transfer of the OOpix shares and the related documents in accordance with Chapter 6 §2 third paragraph and Chapter 4 § 4 of the Swedish Companies Act will be available at the Company's office as of December 13, 2001 and will be posted to shareholders upon request. Stockholm, December 2001 Board of Directors Adera AB (publ) ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/12/06/20011206BIT00800/bit0001.doc http://www.waymaker.net/bitonline/2001/12/06/20011206BIT00800/bit0001.pdf