Bulletin from the Annual General Meeting of Framfab AB (publ)
Framfabs annual general meeting and the subsequent statutory board meeting of March 30, 2006 made the following decisions:
# The income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet, were adopted in accordance with the annual report and auditor’s report that had been submitted for the 2005 financial year. # No dividend is distributed and the retained earnings of SEK 21,704,718 are carried forward to the 2006 accounts. # The members of the board and the CEO were discharged from liability with respect to the financial year. # Katarina G. Bonde, Steve Callaghan, Robert Gogel, Kaj Green, Lucas Mees, Arne Myhre and Sven Skarendahl were reappointed as board members. Sven Skarendahl was reappointed as chairman. # Remuneration for the chairman of the board is set to 240,000 SEK and to 120,000 SEK to each of the other board members. Remuneration to the auditors is to be paid on current account. # The nominating committee shall consist of Gunnar Ek (the Swedish Shareholders’ Association), Fred Mulder (Chairman of LB Icon), Sven Skarendahl (Chairman of Framfab), and Markus Winkler (Chairman of Vermoegensverwaltungs-Gesellschaft Zurich). Gunnar Ek was appointed as chairman. # Principles for remuneration and other conditions of employment for the management was adopted. The remuneration and other conditions of employment for the management shall consist of three parts; (1) fixed salary, (2) variable salary and (3) provisions for pensions and other remuneration and benefits. The variable salary amounts to 100 percent of the fixed salary at the most. The company does not offer any retirement benefits. # Alter in the articles of association due to the implementation of the new Swedish Companies Act and Framfabs decision to be influenced by the Swedish Code of Corporate Governance. The change mainly implies that the provision of the nominal amount of the shares will be replaced with a provision of a lowest and highest number of shares in the Company and deletion of the provision of who is entitled to receive dividends. # Increase the share capital of the Company with up to SEK 2,200,232, with deviation from the shareholders preferential right, with up to SEK 2,200,232 through an issue of up to 44,004,631 new shares at a subscription price of SEK 0.95. The sellers who according to the Share Purchase Agreement* of 9 May 2005 have the right to the first earn-out amount shall have the right to subscribe for the shares. Payment for the shares shall be made by set-off against the sellers´ claim on the Framfab for the first earn-out amount. The proposal deviates from the shareholders´ preferential right in order to fulfil Framfabs obligation to the sellers. Subscription for the shares shall be made from 31 March 2006 to 10 April 2006. Payment for the shares shall be considered made in connection with subscription. The new shares shall entitle to dividends immediately. The dilution effect, if all the shares are subscribed for, corresponds to approximately 3.54% of the shares and votes after full dilution. * In accordance with a Share Purchase Agreement as of 9 May 2005, the Company has acquired all the shares in Oyster Partners Limited, a company duly registered in the U.K. According to the share purchase agreement Framfab shall pay an additional purchase price, the earn-out amount, in two payments. The first earn-out amount shall be paid during 2006 with newly issued shares in Framfab. The earn-out amount for 2005 amounts to 3 million GBP. # At the annual general meeting held on March 25, 2004 it was resolved to issue up to 6,000,000 purchase options (employee stock options) in accordance with the global option plan adopted by an extraordinary general meeting on October 11, 2000. To date, the Company has issued 2,700,000 of these warrants. To enable the issue of the remaining 3,300,000 warrants the board was authorised to, at one or several occasions during the period until the next Annual General Meeting, issue up to 3,300,000 warrants. With deviation from the shareholders´ preferential wholly owned subsidiaries within the Group shall be entitled to subscribe for the warrants. The purpose of the deviation from the shareholders´ preferential right is to ensure the fulfilment of the commitment in accordance with the above mentioned stock option program and to cover administration and tax costs. If fully exercised, the authorization will dilute the total capital and votes by approximately 0.27%.