Notice of an extraordinary general meeting of shareholders

Notice of an extraordinary general meeting of shareholders MANDATOR AB (publ) under name change to CELL NETWORK AB (publ) The shareholders of Mandator AB (publ) under name change to Cell Network AB (publ) are hereby convened to an extraordinary general meeting of shareholders on Friday, June 30 2000 at 2 p.m., at the company's office on Kungsgatan 60 in Stockholm. Agenda At the shareholders meeting the following matters shall be dealt with: 1. Opening of the meeting 2. Election of chairman for the meeting 3. Preparation and approval of the voting list 4. Election of one or two persons to check the minutes 5. Consideration whether the meeting has been properly convened 6. Approval of the agenda 7. Presentation of (a) a copy of the latest annual report, with a note regarding the annual general meeting's decision in respect of the company's profit, and a copy of the audit report for the same year; (b) a statement signed by the board regarding events material to the company's position, which have occurred since the submittance of the annual report; (c) a report by the company's auditor on the board's statement. 8. The board's proposal on an increase of the share capital up to a maximum of SEK 2,005,162 by issuing up to a maximum of 1,002,581 shares, each one with a par value of SEK 2. With deviation from the preferential right of the shareholders, the right to subscribe for the new shares shall become those holders of options in Cell Network AB, which have accepted the public offer from Mandator AB to acquire all outstanding shares and options in Cell Network AB, either directly or following a subscription of new shares in Cell Network AB during the early exercise period and acceptance of the offer with regard to such new shares. The board's complete proposal and documents in accordance with the Swedish Companies Act, Chapter 4 Sections 4 and 6 are available at the company from and including June 22, 2000 and will be sent on request. 9. The board's proposal on amendments to the provisions in the option program, which was resolved on the extraordinary general meeting of shareholders on May 30, 2000, in the following respects: (a) Mandator Management AB's right to subscribe and keep options shall be increased from 400,000 options to 550,000 options; (b) the options shall be transferable to employees of non-nordic subsidiaries, to employees in both Swedish and foreign companies that will be acquired in the future and to others special cases, on conditions that are adjusted to local circumstances, which may include transfers without compensation or other deviations from Swedish practice in accordance with the conditions that will be stated by the board with reasonable attention to the grounds for the option program. The board's reason for the above mentioned proposal is that a personal long-term ownership engagement from the employees inside and outside Sweden can be expected to stimulate the operation and earnings trend in the company, increase the motivation and the feeling of belonging to the company, which only can be achieved if the option programme can be adjusted to the local fiscal and market conditions. 10.Closing of the meeting Notice to attend In order to have the right to attend the shareholders meeting, the shareholders shall be registered in the share registry kept by VPC AB not later than Tuesday June 20, 2000. Shareholders who own shares managed by an authorised nominee (bank or securities broker) must in order to be able to vote at the shareholders meeting request to have the shares temporarily registered in his own name in the share registry. Such registration must have been completed on Tuesday June 20, 2000. Shareholders wishing to attend the shareholders meeting shall further notify the company not later than Monday June 26, 2000 at 12.00 under the address Mandator AB, P.O. Box 305, S-101 26 Stockholm, or by telephone to Inga-Maj Olofsson, 08-402 31 00. Notice may also be given on the Internet: A shareholder may be accompanied by up to two advisors at the shareholders meeting providing that Mandator AB has been notified of the number of advisors in accordance with what is set out above on notice to attend. Stockholm in June 2000 The board of directors of Mandator AB (publ) Cell Network AB is, after merging with Mandator, one of the world's leading consulting companies focused on the Internet and interactive media. The company delivers business-critical solutions taking full responsibility for strategy, technology, design and content. Clients include Ericsson, Volvo, General Electrics, Telia, AstraZeneca, Telenor, and Statoil. Cell Network is listed on the Stockholm stock exchange's O-list and has about 1800 employees in 13 countries. Read more about Cell Network AB at ------------------------------------------------------------ Please visit for further information The following files are available for download: