Proposal for new employee option program and authorization for new share issue

Proposal for new employee option program and authorization for new share issue Stockholm, Sweden-February 22, 2001- The Board of Directors of Glocalnet AB (publ) has decided on proposals for the agenda of the Annual General Meeting to be held on 29 March 2001 and has resolved to propose the following: · Re-election of the board members Andrin Bachmann, Stefan Klein, Stefan Krook, Urban Lindskog, Jan Prising and Ulf Öster. Franco Fedeli has declined re-election. The number of board members will thereby decrease by one. · A total board fee of SEK 450,000 to be distributed by the board among themselves and the fee to the auditor as invoiced. · An amendment to the Articles of Association entailing a change from two classes of shares to one class of shares. · An amendment of the terms for option rights issued on 29 September 1997, 18 October 1999, 20 December 1999 and 18 April 2000 (two issues on the same date), all of which entitle the holder to subscribe for Class B shares of the Company, so that these options rights entitle the holder to subscribe for shares in the Company. This is a consequence of the above- mentioned change from two to one class of shares. · An issue of two subordinated debentures together totalling SEK 2,000 à SEK 1,000 per loan combined with a total of 2,000,000 immediately separable option rights for new subscription of 2,000,000 shares in the Company at a nominal SEK 0.05. The subordinated debentures shall, deviating from the shareholders' preferential right, be subscribed to by Glocalnet Scandinavia AB, a wholly-owned subsidiary of the Company, for resale on commercial terms to employees of the Company and its subsidiaries. In the event of maximum take-up, the share capital will increase by SEK 100,000, equivalent to a dilution effect of approximately 4.4 per cent of the total share capital and the total voting power. · Authorization of the board to, at the latest by the next Annual General Meeting of shareholders, on one or more occasions, with or without preferential right for the shareholders, make decisions on the issue of at most a total of 40,000,000 new shares at a nominal SEK 0.05 per share. Shareholders who together represent more than 48 per cent of the total number of shares in the Company have notified that they intend to vote in favour of the board's proposals at the Annual General Meeting. Glocalnet develops and produces communications services sold directly, or alongside market partners, to end customers. Glocalnet is presently Sweden's third largest private telephony player. The company intends to offer fixed telephony, Internet and mobile services with integrated customer service, single billing and a joint Web portal in the first half- year 2001. The vision is to become one of northern Europe's leading Internet-based service operators. Glocalnet has strategic collaborations with corporations including Cisco Systems and Portal Software. Glocalnet is headquartered in Stockholm, Sweden; its stock is quoted on the OM Stockholm Exchange O-list. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se