Annual General Shareholders' Meeting 2000

Annual General Shareholders' Meeting 2000 Election of Directors and Auditors At the Annual General Meeting of Europolitan Holdings AB (publ) held on Tuesday June 20 2000, it was decided to re-elect Messrs Julian Horn-Smith and Ulf J Johansson, as directors, and to elect Mr Hans Kuropatwa, Devin W Brougham and Jeremy Forword as directors. It was also decided to re-elect Ms Adriana Nugter and Mr Mark Carey as deputy directors and to elect Messrs Jon Risfelt and John Townsend as deputy directors. Mr. Hans Kuropatwa is a Managing Director of Vodafone AirTouch International Ltd, a subsidiary of Vodafone AirTouch Plc. He has previously been a member of the board of Europolitan Holdings AB. Mr. Devin Brougham is a Director of Vodafone AirTouch International Ltd, a subsidiary of Vodafone AirTouch Plc. Prior to his recent election, Mr. Brougham served as a Deputy Director of Europolitan Holdings AB and was also Chief Financial Officer of the company. Mr. Jeremy Forword is Global Commercial Director of Vodafone AirTouch Global Commercial Services Ltd, a subsidiary of Vodafone AirTouch Plc. Deloitte & Touche AB was elected as auditor. Bo Magnusson, authorised public accountant, will be the lead partner Statement of the President The newly appointed President Jon Risfelt updated shareholders of recent developments including the Company's continued increased focus on Mobile Internet and Telematics. He informed the meeting that the customer base growth is continuing and today totals approximately 940.000. However, higher levels of activity in the market place has led to increased commissions to distribution partners. He also stated that the Company reduced termination rates at the end of the first quarter to come in line with other operators. The period April - June will be the first quarter where the full impact of the rate cuts will be felt. Issuance of debentures with warrants A. Issue of debentures with warrants In accordance with the proposal of the Board of Directors the shareholders meeting adopted a resolution whereby Europolitan Holdings AB (hereinafter referred to as the "Company") will issue debentures with a nominal value not exceeding SEK 20,000 with not more than 2,000,000 warrants to subscribe for shares in the Company (hereinafter referred to as the "Debentures") subject to the following terms and conditions. The Company will issue two separate series of debentures with warrants with different periods during which the right to demand conversion may be exercised: warrant series 2000:1 and warrant series 2000:2, according to which not more than 1,000,000 2000:1 series warrants and not more than 1,000,000 2000:2 series warrants shall be issued. The right to subscribe for Debentures shall, without pre-emptive rights for the shareholders, inure to Europolitan AB (a wholly-owned subsidiary of the Company (hereinafter referred to as the "Subsidiary"). The debentures must be subscribed and paid for not later than 31 July 2000. The Debentures shall bear interest at a rate of 6 percent annually and shall be due for repayment on 29 December 2000. The Debentures shall be issued at a price equal to the nominal amount of the Debentures. Each warrant of series 2000:1 shall entitle the holder to subscribe for one new share in the Company during the period commencing 1 July 2003 up to and including 31 December 2003 and each warrant of series 2000:2 shall entitle the holder to subscribe for one new share in the Company during the period commencing 1 July 2004 up to and including 31 December 2004. The subscription price shall equal 160 percent of the average last transaction price for the shares in the Company on OM Stockholm Exchange AB's official price list during the period commencing 25 May 2000 up to and including 31 May 2000. The average price mentioned amounted to SEK 135.50, which means that the subscription price will amount to SEK 217. The warrants shall be immediately detachable from the Debentures. The Subsidiary shall exercise the warrants in accordance with the provisions set forth in section B below. Upon full new subscription pursuant to warrant series 2000:1 and 2000:2, the Company's share capital shall increase by not more than SEK 500,000, which equals a dilution not exceeding approximately 0.5 percent of the share capital and voting capital, prior to the full new subscription pursuant to warrants currently outstanding. The Board of Directors' reason for deviating from the shareholders' pre- emptive rights is to promote the Company's long-term interests by affording the current and future employees of the Europolitan Holdings Group a well-considered incentive programme which provides the employees with an opportunity to participate in a positive growth in the Company's value. The reason for the incentive programme is motivated by the possibility to more easily recruit and retain key personnel in the Company and by the fact that it increases commitment to the growth in the Company's value. B. Approval of the issuance of call options, etc. The warrants pursuant to section A above shall be disposed by the Subsidiary in order to ensure the Subsidiary's obligations in accordance with call options issued pursuant to the provisions below. The shareholders' meeting adopted a resolution approving the Subsidiary's issuance of call options entailing a right to acquire warrants for shares in the Company subject to the following terms and conditions. The Subsidiary shall issue two separate series of call options with different periods of time for exercise thereof: call options series 2000:1 and call options series 2000:2, according to which not more than 750,000 call options of series 2000:1 and not more than 750,000 call options of series 2000:2 shall be issued. Each call option shall entitle the option holder to acquire one warrant for shares in the Company. The call options shall be issued free of charge to employees of the Europolitan Holdings Group. Not more than 70,000 call options shall be issued to the Managing Director, not more than 40,000 call options shall be issued to members of the management group, and not more than 15,000 call options shall be issued to officers and other key persons. Members of the Board of Directors of the Company appointed by the shareholders meeting shall not receive call options. In conjunction with issuance in accordance with the above, an employee's performance, position within, and importance for, the Europolitan Holdings Group shall, among other things, be taken into account. Call options of series 2000:1 may be exercised during the period commencing 1 July 2003 up to and including 28 November 2003 for the purpose of acquiring warrants 2000:1 free of charge and call options of series 2000:2 may be exercised during the period commencing 1 July 2004 up to and including 28 November 2004 for the purpose of acquiring warrants 2000:2 free of charge. In accordance with this resolution, the Subsidiary shall also be entitled to issue call options to persons who subsequently attain a position in Europolitan Holdings Group as referred to above. The Subsidiary shall be entitled to dispose of the requisite number of warrants for shares in the Company in order to cover certain expenses, primarily employer's payroll taxes, incurred in conjunction with any exercise of the call options. C. Provisions and authorisation of the Board of Directors and Managing Director The shareholders meeting ordered the Board of Directors of the Company to effect the resolution in respect of the issuance in accordance with section A above, and adopted a resolution according to which the Board of Directors shall ensure that the Board of Directors of the Subsidiary issue call options in accordance with section B above. The shareholders meeting adopted a resolution authorising the Board of Directors of the Company to discontinue the issue and offer to the employees not later than 30 November 2000 in the event market conditions or circumstances in general are deemed to be unsuitable by the Board of Directors at such time. The shareholders meeting adopted a resolution authorising the Managing Director to undertake such minor adjustments to the resolution in accordance with section 13 as may be necessary in conjunction with the registration at the Patent and Registration Authority. The adoption of resolutions in accordance with this section 13 required the support of shareholders representing not less than nine-tenths of the votes cast as well as shares represented at the meeting. Approval of dividend proposal The Annual General Meeting also decided on a dividend in an amount of SEK 1.10 per share and that the dividend record date should be June 26 2000 with payment date on June 29 2000. Stockholm June 20, 2000 For further information please contact: Jon Risfelt, President and CEO Ulf J. Johansson, Chairman Tel: +46 (0) 8 678 09 50 ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/06/20/20000620BIT01240/bit0001.doc http://www.bit.se/bitonline/2000/06/20/20000620BIT01240/bit0002.pdf