Notice to Annual General Meeting in HiQ International AB (publ)

Notice to Annual General Meeting in HiQ International AB (publ) The shareholders of HiQ International AB are hereby invited to the annual general meeting on Thursday 26 April 2001 at 6.00 p.m. at the company's premises in Stockholm at Sveavägen 17, 17th floor. Giving notice etc. Shareholders who wish to participate in the general meeting shall; · have entered to the share ledger at VPC AB on Thursday 12 April 2001, and · give notice of his or her intention to participate in the general meeting not later than Monday 23 April 2001 at 4.00 p.m. Notice of participation in the general meeting shall be made in writing to P.O. Box 7421, 103 91 Stockholm, Sweden, by fax +46 8 588 90 001, on the company's website www.hiq.se or by e-mail to anna.svensson@hiq.se Nominee shareholders must, in order to participate in the shareholders' meeting, temporarily register the shares in his or her own name. Such shareholder must notify the trustee regarding the above-mentioned matter well in advance of 12 April 2001. Proposed agenda 1. Election of a chairman of the meeting. 2. Preparation and approval of the voting register. 3. Approval of the agenda. 4. Election of one or two persons to certify the minutes. 5. Establishment of whether the meeting has been duly convened. 6. Presentation of the annual report and the auditor's report and the consolidated annual report and the consolidated auditor's report. 7. Resolution in respect of a) the adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet, b) the appropriation of the company's earnings according to the adopted balance sheet, and, c) discharge from liability for the members of the board and the managing director. 8. Resolution in respects of fees to the Board of Directors. 9. Resolution in respect of the number of board members and deputy board members. 10. Election of the ordinary and the deputy board members. 11. Resolution regarding issue of subordinated debentures with detachable warrants. 12. Resolution regarding authorisation for the Board of Directors to issue new shares. 13. Resolution regarding adoption of new Articles of Association. 14. Other matters duly referred to the meeting. Proposed resolutions Dividends (item 7b) The Board of Directors proposes a dividend of SEK 0.50 per share. The proposed record date is Wednesday 2 May 2001. If the general meeting adopts a resolution in accordance with the Board of Directors' proposal, the dividend is expected to be paid out by VPC AB on Monday 7 May 2001. Board of Directors (items 8-10) Shareholders representing about 30 percent of the total number of votes propose that the Board of Directors consists of six members. As board members the re-election of Hans Karlsson, Ken Gerhardsen, Per Östlund, Lars Stugemo and Carl Bildt is proposed as well as new election of Anders Ljungh. Moreover it is proposed that a fee of a total of SEK 450,000 shall be divided between the board members who are not being employed within the HiQ group. Resolution regarding issue of subordinated debentures with detachable warrants (item 11) The Board of Directors proposes that the general meeting adopts a resolution to issue subordinated debentures with not more than 830,000 detachable warrants. Each warrant shall entitle the holder to subscribe for one share with a nominal value of SEK 0.10. For not more than 615,000 warrants (Series I) the subscription price shall correspond to 110 percent of the average exchange quotation of the company's shares during the period commencing 2 May 2001 up to and including 15 May 2001, and for no more than 70,000 warrants (Series II) the subscription price shall correspond to 110 percent of the average exchange quotation of the company's shares during a ten day period after the interim report for the two first quarters of the year 2001 is submitted; for no more than 85,000 warrants (Series III) the subscription price shall correspond to 110 percent of the average exchange quotation of the company's shares during a ten day period after the interim report for the three first quarters of the year 2001 is submitted; and for no more than 60,000 warrants (Series IV) the subscription price shall correspond to 110 percent of the average exchange quotation of the company's shares during a ten day period after the press release of unaudited annual earnings figures is submitted. All warrants may be exercised during a period of about two years from the date the subscription price was established. The right to subscribe for debentures shall inure to the wholly owned subsidiary HiQ Data AB, which shall detach and transfer the warrants to current and future employees. Transfer of warrants may be made at a price below the market price of the warrants. The CEO and the managing director for HiQ Data AB may not acquire more than 8,000 warrants; other employees in a leading position may not acquire more than 4,000 warrants; the rest of the staff may not acquire more than 1,000 warrants. In the event all warrants are exercised, the share capital of the company will increase by SEK 83,000 corresponding to approximately 1.9 per cent of the share capital. In consideration of previously adopted option plans to the employees, the total dilution amounts to approximately 3.9 percent. The purpose of the proposal is to create opportunities to keep and to recruit competent employees to the HiQ group and to increase motivation amongst the employees. The Board of Directors is of the opinion that the introduction of an incentive program as described above is advantageous both to the HiQ group and to the companies' shareholders. A resolution to adopt the incentive program must be supported by shareholders representing at least ninety (90) percent of the shares and the numbers of votes represented at the shareholders' meeting. Authorisation for the Board of Directors to issue new shares (item 12) The Board of Directors proposes that the board shall be authorised to issue a maximum of 4,000,000 new shares, at one or more occasions, during the period until the next annual general meeting, with or without deviation from the pre-emptive rights of the shareholders. The authorisation is proposed to include a right to adopt resolutions on non- cash issues. Adoption of new Articles of Association (item 13) The Board of Directors proposes that § 8 of the company's Articles of Association shall be changed in order for notice to the shareholders' meeting to be made through public notice in Post- och Inrikes Tidningar and in Svenska Dagbladet or other newspaper having nation-wide coverage. Complete text of the proposals The complete text of the Board of Directors proposal as set out above will be obtainable at the company's premises in Stockholm at Sveavägen 17, 17th floor from the 19 April 2001. Shareholders who wish to receive those documents may notify the company, whereupon the documents will be sent by mail or by e-mail. Stockholm in March 2001 THE BOARD OF DIRECTORS HiQ is an IT and management consultancy focusing on high-tech solutions in the fields of telecoms, mobility and simulation technology. The company is a leader in these fields and the Nordic region is its domestic market. HiQ employs over 425 people at offices in Sweden, Norway, Denmark and Finland. HiQ is listed on the OM Stockholm Exchange. For more information, please visit our web site at www.hiq.se ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/21/20010321BIT00300/bit0001.doc http://www.bit.se/bitonline/2001/03/21/20010321BIT00300/bit0001.pdf