Resolutions at Extra General Meeting of AU-System AB

Resolutions at Extra General Meeting of AU-System AB On March 14, 2001, AU-System AB (publ) held an extra general meeting of shareholders at which the following resolutions were adopted: Employee Stock Option Programme The board's proposal to resolve upon an employee stock option programme was adopted. The stock option programme shall comprise of a maximum of 1,000,000 options. Each stock option entitles to acquisition of one share in AU-System at a price established in accordance with the below, with the exception for any possible later re-calculation. The stock options shall not be deemed to be securities and shall not be transferable to any third parties. Allotment of stock options shall be made without consideration to employees in the AU-System group abroad that have not previously been offered to participate in any incentive programme (currently approximately 50 persons). The right to acquire shares under the stock options shall be possible to utilise with 25 per cent of the allotted stock options on 31 March 2003 at the earliest, with another 25 per cent on 31 March 2004 at the earliest, with another 25 per cent on 31 March 2005 at the earliest and with the remaining 25 per cent on 31 March 2006 at the earliest, all provided that the employee at each respective point in time still remains employed in the AU-System group. Employees with management positions, other key personnel shall be allotted between 10,000 and 50,000 stock options each. All employees in question are guaranteed allotment of at least 5,000 stock options each. For execution of the employee stock option programme it was resolved to issue debentures with detachable subscription warrants on the following main terms and conditions: A Debentures of a nominal amount of a maximum of SEK 100 with a maximum of 1,000,000 subscription warrants shall with departure from the shareholders' pre-emption rights be issued to wholly owned subsidiaries of AU-System. The debentures shall be issued at a price corresponding to their nominal amount and shall bear no interest and repayment shall be made on 30 June 2001. Each warrant shall entitle to subscription of one new share during the period from and including 31 March 2003 up to and including 30 June 2006 at an exercise price to be established as an amount corresponding to 100 per cent of the average stock exchange quotation price for a share in AU-System during the period from and including 28 February 2001 up to and including 28 March 2001. The exercise price as well as the number of shares that each warrant entitles to may be re-calculated at issues of new shares etc in accordance with customary rules. B The subsidiaries shall, after subscription of the debentures with detachable subscription warrants, dispose of the subscription warrants in order to honour the undertakings that follow from the employee stock option programme in accordance with the above. Transfers in connection herewith shall be made without consideration. The dilution upon exercise of all warrants corresponds to approximately 1 per cent of the share capital and the votes. Allotment of Employee Stock Options to Professor Dr.h.c. Leister The meeting approved that the newly elected member of the board Professor Dr.h.c. Rolf-Dieter Leister participate in the above mentioned employee stock option programme and thereby is allotted a maximum of 25,000 employee stock options. Authorisation to issue new shares At the extra general meeting on 18 December 2000, the board was authorised to decide upon issues of a maximum of 10,000,000 new shares, whereupon payment should be made in kind. The meeting now resolved, in accordance with the board's proposal and with cancellation of the above mentioned authorisation, to authorise the board until the period until the next annual general meeting, at one or several occasions, and with our without departure from the shareholders' pre-emption rights, to issue a maximum of 10,000,000 new shares, whereupon payment shall be possible to make in cash, in kind or by set- off. Stockholm, March 14, 2001 The Board AU-SYSTEM AB (publ) For further information please contact: Tomas Franzén, President & CEO AU-System AB (Publ) Tel: +46-70-576 32 05 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 1000 staff in offices in Sweden, the U.K., Italy, the U.S., Thailand and Singapore. 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/2001/03/14/20010314BIT00520/bit0002.doc http://www.bit.se/bitonline/2001/03/14/20010314BIT00520/bit0002.pdf