Framfab shareholders vote yes to the merger with LB Icon

Framfabs extraordinary general meeting and the subsequent statutory board meeting of May 30, 2006 made the following decisions:

# The merger plan was approved meaning that Framfab will absorb LB Icon. The merger consideration shall consist of one (1) newly issued share in Framfab (after a 50:1 reverse split of the shares in Framfab) for each share in LB Icon. # Approval of a reverse split of the company’s shares whereby each 50 shares are consolidated into 1 share. The record date at the Swedish Securities Register Center (Sw: VPC) for effecting the reverse split is proposed to be Wednesday 28 June 2006. # Approval of a scheme allowing shareholders to on one occasion only, either buy or sell shares free of commission up to such number of shares necessary to obtain a valid shareholding of even round trading lots, i.e. 10,000 shares (before the reverse split) or, should the shareholding comprise less than 10,000 shares, sell the entire shareholding commission free. # Approval on an issue of not more than 37,081,213 new shares (after the reverse split) as merger consideration. Through the new issue of shares, Framfab’s share capital will be increased with not more than SEK 92,703,032.50. The right to receive the newly issued shares shall, as set out in the merger plan, lie with the holders of shares in LB Icon. The execution of the share issue is conditional upon the registration of the merger with the Swedish Companies Registration Office (Sw: Bolagsverket). # Authorisation to issue employee stock options entitling to the purchase of not more than 1,735,317 shares in Framfab (after the reverse split). The issue is due to replace outstanding stock options under LB Icon’s global stock options plan with corresponding stock options in Framfab. The employee options will thus be allotted to the holders of stock options under LB Icon’s global stock option plan. In order to ensure the fulfilment of the commitment in accordance with the abovementioned stock options and to cover administration and tax costs connected to the stock options, authorisation was also given to issue warrants for subscription of 1,896,124 new shares in Framfab (after the reverse split). The warrants shall be subscribed for, held and used for the abovementioned purpose by a third party and shall be issued without consideration. If fully exercised, the above warrants may dilute the total share capital and votes in Framfab following the merger with LB Icon by approximately 3 %. The issues are conditional upon the registration of the merger between Framfab and LB Icon with the Swedish Companies Registration Office (Sw: Bolagsverket). # Changing of paragraph 4, 5 and 10 in the Article of association to the wordings: § 4 The limits of the share capital shall be at least SEK 60,000,000 and SEK 240,000,000 at the most. § 5 The number of shares shall be at least 24,000,000 and at the most 96,000,000. § 10 Reconciliation record – The shares of the Company shall be registered in a reconciliation record (Sw: avstämningsregister) in accordance with Act (1998:1479) regarding Account Management of Securities (Sw: lagen (1998:1479) om kontoföring av finansiella instrument). # Katarina G. Bonde, Michiel Mol, Fred Mulder, Robert Pickering and Sven Skarendahl were appointed as board members. Sven Skarendahl was appointed as chairman. The elections are conditional upon, and have effect as from the date of, the registration of the merger between Framfab and LB Icon with the Swedish Companies Registration Office (Sw: Bolagsverket). Framfab’s current CEO Steve Callaghan is to resign with effect from June 1. Steve Callaghan does also resign from the Framfab Board. The board has appointed Jan Norman to act as Interim CEO until the merger with LB Icon is completed, and the proposed CEO for the New Group, Robert Pickering will pick up his duties.