Notice Convening Special Meeting of Shareholders of Framfab AB (publ)
Notice Convening Special Meeting of Shareholders of Framfab AB (publ) The shareholders of Framfab AB (publ) are hereby invited to attend a special meeting at 10 AM on Tuesday, January 27, 2004 at Näringslivets Hus, Storgatan 19, in Stockholm. Notification, etc. Any shareholder wishing to attend the meeting must - be entered in the stock register kept by VPC AB by January 16, 2004 - notify the Company by 4 PM on January 22, 2004 by writing to Framfab AB (publ), attn: Anita Hallgren, Box 38078, SE-100 64 Stockholm, Sweden, faxing to +46 8 411 65 95, calling +46 8 410 010 39 or e-mailing to anita.hallgren@framfab.se Notification should include the shareholder's name, civic registration no. or corporate identification no., number of shares held, address, phone number and the number of representatives. In order to attend the meeting, any shareholder whose shares are registered in the name of an authorized agent must request temporary entry in the stock register. The shareholder must so inform the authorized agent well ahead of January 16, 2004. Proposed Agenda 1. Selection of the chairman of the meeting 2. Preparation and approval of the list of shareholders entitled to vote at the meeting 3. Approval of the agenda 4. Selection of one or two people to check the minutes 5. Verification that shareholders have been duly notified of the meeting 6. Resolution concerning non-cash issue 7. Other matters that have been duly referred to the meeting 8. Adjournment of the meeting Proposals Resolution concerning non-cash issue (Item 6 above) The Board proposes that the meeting approve the issue of no more than 27,000,000 new shares at a par value of 0.10 kronor each, increasing total share capital by up to 2,700,000 kronor. The sellers of Paregos Mediadesign AB will be eligible to subscribe for the new shares. The shares that are subscribed for will be paid for with all 6,064 shares in Paregos Mediadesign AB. The shares in Paregos Mediadesign AB will be compensated for by a number, based on the volume-weighted average price of the Framfab share during the 30 trading sessions prior to the resolution to issue new shares, of newly issued Framfab shares in the amount of 8,126,376 kronor. Based on the current market price of the Framfab share, the Board estimates that the number of newly issued shares will be 19,348,514 and that the assets contributed in kind pursuant to Item 36 of Recommendation RR 1:00 of the Swedish Financial Accounting Standards Council will be posted to the Company's balance sheet in the amount of 13,000,000 kronor, including the cash portion of the purchase sum and the additional purchase sum in 2005. In that case, the subscription price would be 0.42 kronor per share. Depending on the volume-weighted average price of the Framfab share during the 30 trading sessions prior to the resolution to issue new shares, the number of shares may be altered up to the maximum amount of the issue and the total value can - pursuant to the Council's recommendation - change to reflect the market price of the Framfab share at the time of the transaction. Other Matters The Board's complete proposal in accordance with Item 6 above, as well as documents pursuant to Part 4, Sections 4 and 6 of the Swedish Companies Act (1975:1385), will be available from the Company at Krukmakargatan 37A, Stockholm, Sweden, phone +46 8-410 010 39, as of January 20, 2004. Shareholders wishing to obtain these documents may notify the Company, after which time the material will be e-mailed or sent by regular mail. Stockholm, January 2004 Framfab AB (publ) Board of Directors About Framfab Framfab is a leading European specialist in digital media solutions and communication based on Internet technology. Most of Framfab's customers are large international companies, including 3M, American Express, AXA, Carlsberg Breweries, Cheltenham and Gloucester Building Society, the Coca-Cola Company, Danske Bank, DuPont, Ericsson, Hydro Texaco, Kellogg's, Kraft Food International, Lloyds TSB, Nike, Nobel Biocare, Observer, Philip Morris International, Philips, Postbank, SAAB, Sara Lee Douwe Egberts, Vodafone, Volvo Car Corporation, Volvo Group and UBS. Framfab operates in Denmark, Germany, the Netherlands, Sweden, Switzerland, and the UK. The company is quoted on the O list of the Stockholm Stock Exchange (ticker symbol FRAM). For more information, please visit www.framfab.com. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/01/13/20040113BIT00070/wkr0001.doc http://www.waymaker.net/bitonline/2004/01/13/20040113BIT00070/wkr0002.pdf