Notice of an extraordinary general meeting of shareholders

Notice of an extraordinary general meeting of shareholders The shareholders of Cell Network AB (publ) are hereby convened to an ex- traordinary general meeting of shareholders on Tuesday, November 7, 2000 at 4.30 p.m., at Stockholm City Conference Centre; Norra Latin on Drottninggatan 71 B in Stockholm. Hall will be announced in the lobby. Notice to attend In order to have the right to attend the shareholders meeting, the share- holders shall be registered in the share registry kept by Värdepapperscen- tralen VPC AB not later than Friday 27 October 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 Friday 27 October 2000. Shareholders wishing to attend the shareholders meeting shall further no- tify the company not later than Friday 3 November 2000 at 12.00 under the address Cell Network AB, Att: Klas Dehlin, Box 305, 101 26 Stockholm or by telephone to Klas Dehlin, +46 739-733 004. Notice may also be given by e- mail to klas.dehlin@cellnetwork.com. A shareholder may be accompanied by up to two advisors at the shareholders meeting providing that Cell Network AB has been notified of the number of advisors in accordance with what is set out above on notice to attend. 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. Proposal to increase the board from 5 to 6 members elected by the shareholders and election of one new board member. The company has been notified that holders of about 25% of the shares of the company support the proposal and nominate Professor Thomas Heilmann as new member of the board. Professor Heilmann, who is a German citizen, is one of the founders of the German company Aperto, recently acquired by Cell Network AB. 8. 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 com- pany'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. 9. At the extraordinary general meeting of shareholders held on 19 Sep- tember 2000, the general meeting resolved on a share option scheme of in all up to 3,100,000 options for primarily employees in Sweden, Norway, Denmark and France. Following requests from certain shareholders the scope of the scheme had in relation to the original proposal of the board of di- rectors been reduced. The validity of the decision was subsequently ques- tioned in the media. For the avoidance of any doubt, the board of direc- tors propose that the resolution of the previous general meeting, adjusted for time elapsed, is confirmed by a new resolution. Thus the board pro- poses the cancellation of the resolution by the extraordinary general meeting of shareholders held on 19 September 2000, § 9, and the issue of debt instruments with a right (option) to subscribe for new shares and ap- proval to transfer options to certain employees on the following main terms: 9.1(a) Debt instruments with a nominal value of up to 30,000 SEK with up to 3,000,000 options to subscribe to new shares may - for the further transfer of options to certain categories in accordance (with (b) below - with deviation from the preferential rights of the shareholders be sub- scribed to by Mandator AB (a wholly owned subsidiary of Cell Network AB). The debt instruments are issued at nominal value in multiples of 1 SEK at an issue price corresponding to nominal value with the addition of an amount corresponding to the deemed market value of the debt instruments with options. Each debt instrument shall have 100 options attached. The debt instruments shall not carry interest and shall become due on 20 De- cember 2000. Each option shall give the right to subscribe to one new share during the period from and including 3 November2003 until and in- cluding 30 November 2003 at an issue price corresponding to approximately 150% of the average closing price for shares in Cell Network AB during the period from and including 13 November 2000 until and including 17 November 2000 at OM Stockholmsbörsen AB. Standard terms and conditions for recalcu- lation for subsequent events shall apply. (b) Mandator AB shall following subscription of debt instrument with a right (option) to subscribe for new shares detach the options and transfer them to (A) such employees in Cell Network AB or its Swedish, Norwegian and Danish subsidiaries who are employed until further notice as of 24 No- vember 2000 in lots of 100 options, where each such employees is guaran- teed to acquire up to 10 lots; and (B) to categories included in § 4, 1 st, 1-3 and 6 p Leo-act as further defined by the board, in such lots as is determined by the board in taking into account seniority and terms and conditions of employment for relevant categories as well as a reasonable fulfilment of the reasons for the option programme. Application for acqui- sition shall be made during the period from and including 13 November 2000 until and including 24 November 2000. The price for the options shall be determined as of 17 November 2000 following close of trade in Cell Network AB shares, by Handelsbanken Investment Banking by application of generally accepted methods of calculation (Black & Scholes) so that the price for the options will be in accordance with market value. Mandator AB shall further have the right to subscribe to and retain up to 1,000,000 options which can be transferred to employees in non-Nordic subsidiaries, in acquired enterprises or in other special circumstances, otherwise on terms suited to local conditions, which may include transfer without compensation, and other deviations from Swedish established prac- tice, as further defined by the board taking into account the reasonable fulfilment of the reasons for the option programme. 9.2(a) Debt instruments with a nominal value of up to 1,000 SEK with up to 100,000 options to subscribe to new shares may - for the further transfer of options to certain categories in accordance (with (b) below - with de- viation from the preferential rights of the shareholders be subscribed to by Mandator AB (a wholly owned subsidiary of Cell Network AB). The debt instruments are issued at nominal value in multiples of 1 SEK at an issue price corresponding to nominal value with the addition of an amount corre- sponding to the deemed market value of the debt instruments with options. Each debt instrument shall have 100 options attached. The debt instruments shall not carry interest and shall become due on 20 December 2000. Each option shall give the right to subscribe to one new share during the pe- riod from and including 15 November 2005 until and including 15 December 2005 at an issue price corresponding to approximately 95% of the average closing price for shares in Cell Network AB during the period from and in- cluding 13 November 2000 until and including 17 November 2000 at OM Stock- holmsbörsen AB. Standard terms and conditions for recalculation for subse- quent events shall apply. (b) Mandator AB shall following subscription of debt instrument with a right (option) to subscribe for new shares detach the options and transfer them to employees in Cell Network AB's French subsidiary in lots of 100 options, where each employee in management position is guaranteed to ac- quire up to 50 lots; and every other employee is guaranteed to acquire up to 10 lots. Application for acquisition shall be made during the period from and including 13 November 2000 until and including 24 November 2000. The options are transferred without compensation. The dilution effect calculated following full exercise of all options corresponds to approximately 3.6 % of capital and votes; accumulated with previously issued, non-expired and non-exercised options, the dilution ef- fect is approximately 8.3 % of capital and votes. The board's complete proposal and documents in accordance with the Swedish Companies Act, Chap- ter 4 Sections 4 and 6 are available at the company from and including Oc- tober 31, 2000 and will be sent on request. The board's reasons for the above proposal is that a personal long term ownership by the employees can be expected to stimulate increased interest in the business and develop- ment of the company, enhance motivation and relationship with the company- group, which however will be achieved only if an option programme where appropriate is suited to local tax- and market conditions. 10.The board's proposal on an issue of shares to owners of shares in Cell Network AS. The share capital of the Company may be increased by up to SEK 318,692 by issuing of up to 159,346 shares, against contribution in kind of 80,587 shares in Cell Network AS. The proposal is made to fulfil option agreements of originally September 1, 1998 with 22 employees of Cell Net- work AS (formerly New Media Science Multimedia ASA). The board's complete proposal and documents in accordance with the Swedish Companies Act, Chap- ter 4 Sections 4 and 6 are available at the company from and including Oc- tober 31, 2000 and will be sent on request. 11.Closing of the meeting. Stockholm in October 2000 The board of directors of Cell Network AB ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/10/24/20001024BIT00200/bit0001.doc http://www.bit.se/bitonline/2000/10/24/20001024BIT00200/bit0002.pdf