Notice Convening an Extra General Meeting of the Shareholders of AU-System AB (publ)

NOTICE CONVENING AN EXTRA GENERAL MEETING OF THE SHAREHOLDERS OF AU-SYSTEM AB (PUBL) The shareholders of AU-System AB (publ) are hereby convened to an extra general meeting on Monday 18 December 2000 at 10.00 at the IVA Conference Center, Grev Turegatan 16, Stockholm Sweden. Room: Wallenbergssalen. Attendance A shareholder that wishes to participate at the general meeting shall be listed as a shareholder in the by VPC AB ("VPC") kept share register on Friday 8 December 2000. A shareholder that has its shares nominee registered with a bank or other securities institute must in order to have the right to participate at the meeting temporarily register its shares in its own name. Such registration must be completed on Friday 8 December 2000 at the latest and the nominee should therefore be notified of this in due time before such date. A person representing a company must present a copy of a certificate of registration or similar documents of authority evidencing signatory powers. For shareholders being represented by proxy, such proxy must be presented. Proposed Agenda 1. Election of chairman of the meeting. 2. Preparation and approval of voting list. 3. Approval of the agenda. 4. Election of one or two persons to approve the minutes. 5. Question of whether the meeting has been properly convened. 6. The board's proposal to a resolution to amend the articles of association. 7. The board's proposal to a resolution to amend certain provisions of the formal terms and conditions of certain issued subscription warrants. 8. Election of new board member. 9. The board's proposal to a resolution to authorise the board to decide on an issue in kind. 6. Amendment of the Articles of Association The board proposes that the notice provision in § 9 in the articles of association be amended so that the period of notice is amended to be not earlier than six weeks and not later than two weeks instead of not earlier that six weeks and not later than four weeks, that notice is to be issued only by advertising in Post och Inrikes Tidningar and in Svenska Dagbladet or other nation wide daily paper and not also by mail, and that a duty to notify attendance is introduced. The proposed new wording of § 9 in the articles of association is as follows: Notice convening shareholders meetings shall be issued by advertising in Post- och Inrikes Paper and also in Svenska Dagbladet or other nation wide daily paper. Notice convening an annual general meeting of the shareholders or an extraordinary general meeting whereupon the issue of an amendment of the articles of association shall be dealt with shall be issued not earlier than six and not later than four weeks before the meeting. Notice convening other extraordinary general meetings shall be issued not earlier than six and not later than two weeks before the meeting. A shareholder that wants to attend a general meeting of the shareholders shall be listed as a shareholder in the printout of the share register showing the shareholdings ten days before the meeting and also notify his intention to attend the meeting to the company not later than at 12.00 on such day as is specified in the notice convening such meeting. Such day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not be a day falling earlier than the fifth business day before the meeting. 7. Resolution to Amend Certain Provisions in the Formal Terms and Conditions of Certain Issued Subscription Warrants The board proposes that the general meeting, provided that all warrant holders in question agree thereto, shall resolve to amend certain provisions in the formal terms and conditions for the following issued series of subscription warrants: Warrants 1999/2002 (issued in accordance with resolution by extra general meeting held 12 May 1999), Warrants issued in accordance with resolution by extra general meeting held 17 June 1999, Warrants 1999/2002:I and II (issued in accordance with resolution by extra general meeting held 29 September 1999), Warrants 2000/2002: I and 2000/2003:I (issued in accordance with resolution by extra general meeting held 10 January 2000) and Warrants 2000/2002: II (issued in accordance with resolution by extra general meeting held 16 March 2000). The reason for the proposed amendments of certain provisions in the formal terms and conditions of the said subscription warrants is that such warrants, inter alia for the purpose of making trade in them easier, shall be registered electronically in the vp system. All proposed amendments are directly caused by the planned vp registration of the warrants and do not signify any changes concerning for example subscription periods, strike prices etc. 8. Election of New Board Member Graham Wrigley wishes to resign from the board of the company. Shareholders representing 48 per cent of the votes propose that Professor Dr.h.c. Rolf- Dieter Leister be elected as new member of the board. 9. Authorisation for the Board to Decide on an Issue in Kind The board proposes that the general meeting shall authorise the board for the period until the next annual general meeting at one or more occasions and with departure from the shareholders' pre-emption rights, decide upon issue of a maximum of 10,000,000 new shares. Payment shall be possible to make in kind. The reason for why departure from the shareholders' pre-emptive rights shall be possible is that the board wants to be able to use the new shares which possibly may be issued as payment in whole or in part for acquisitions of companies. The board further deems it necessary that the company has the possibility to perform acquisitions fast, which is the reason for why the board is proposed to be authorised to resolve upon an issue of new shares. In view of the above the general meeting is proposed to resolve in accordance with the board's proposal. The board's complete proposals to resolutions and documents in accordance with Chapter 4 Section 4 of the Companies Act will be held available to the shareholders at the company, Liljeholmsstranden 3, Box 47612, SE-117 94 Stockholm from and including Monday 11 December 2000, and will be sent to shareholders that request so and provide their address. Stockholm in November 2000 AU-System AB (publ) The Board About AU-System AU-System is a leading Mobile Internet consultancy. Through the subsidiary SandbergTrygg, the company also offers integrated services for marketing communications. Major clients include Ericsson, Telia, Scania, MeritaNordbanken and Singapore Telecom. AU-System was established in 1974 and currently employs more than 900 staff in offices in Sweden, Singapore, Thailand, the U.K. and the U.S. AU-System is listed on the O-List of the OM Stockholm Exchange, under the symbol AUS. For more information, please visit www.ausystem.com. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/11/16/20001116BIT00650/bit0001.doc http://www.bit.se/bitonline/2000/11/16/20001116BIT00650/bit0002.pdf