Annual General Meeting of Wilh. Sonesson AB (publ)

Annual General Meeting of Wilh. Sonesson AB (publ) At the Annual General Meeting of Wilh. Sonesson, held on April 24, 2002, the following decisions were made. The income statement, balance sheet, consolidated financial statements and Consolidated Auditors' Report for the 2001 financial year were adopted. The Group's profits were distributed in accordance with the proposal by the Board of Directors. The members of the Board and the President were discharged from liability. Remuneration to the Board of Directors shall amount to SEK 450,000 for the period extending until the next Annual General Meeting and is to be distributed among the members of the Board not employed by the Company, in accordance with a decision by the Board. Greg Dingizian, Bo Håkansson, Erik Gabrielson, Conny Carlsson and Jörgen Jonsson were re-elected to the Board. Newly elected members are Ewa Ställdal, Åke Fredriksson and Lars Lindegren. The Meeting further decided unanimously to approve the following proposal presented to the Meeting by the Board (summary of main points). Amendment to the Articles of Association regarding the location of Annual General Meetings, changing this to Lund. Offering to shareholders to acquire shares in Active Capital AB. The shareholders of Wilh. Sonesson shall have preferential rights to acquire shares in Active Capital AB. One Class A share in Wilh. Sonesson carries entitlement to one purchase right to acquire one Class A share in Active Capital AB and one Class B share in Wilh. Sonesson carries entitlement to one purchase right to acquire one Class B share in Active Capital AB ("primary purchase right"). One purchase right carries entitlement to the right to acquire one share in Active Capital AB for SEK 4. Purchase rights not utilized on the basis of primary purchase rights will be offered to all shareholders ("subsidiary purchase right"). Distribution of shares in Optilink AB through reduction of share premium reserve. Wilh. Sonesson's share premium reserve shall be reduced by an amount corresponding to Wilh. Sonesson's book value - although not exceeding SEK 60,000,000 - of all of its shares in Optilink. The purpose of the reduction in the share premium reserve is to repay Wilh. Sonesson's shareholders through the distribution of all of Wilh. Sonesson's shares in Optilink. Wilh. Sonesson's shareholding in Optilink shall be distributed to the shareholders in proportion to their shareholding, regardless of share class. The decision is effective pending a ruling by the District Court regarding the reduction of the share premium reserve. Authorization for Board to acquire a maximum of 2.2 million of the Company's own shares directly or through the synthetic buy-back, and to transfer not more than 2.6 million of the Company's own shares. A maximum of 2,200,000 shares may be acquired, in excess of those already acquired, and may include both Class A and B shares. Direct acquisition may take place via an offer to all shareholders or through purchases on Stockholmsbörsen (the Stockholm exchange). Synthetic acquisition may be conducted in a suitable manner and in accordance with established procedures. In the event of direct acquisition, it shall be possible for a premium to be paid in relation to the market price applied in accordance with the decision by the Board. A maximum of 2,600,000 shares may be transferred and may be either Class A or B shares. It shall be possible for transfers to take place both on Stockholmsbörsen and, with the exception of the shareholders' preferential rights, to third parties in connection with company acquisitions or in conjunction with fulfilling commitments in accordance with prevailing incentive programs within the Company. Remuneration for transferred shares can be paid in cash or in kind, offset or otherwise on terms. Authorization for Board to take a decision regarding a new share issue of at most 2.5 million Class B shares. Share capital may be increased by a maximum of SEK 12,500,000. This authorization shall also include the right for the Board to issue shares against payment in kind, offset against debt or otherwise on terms. It shall be possible to make this decision on one or more occasions preceding the next Annual General Meeting. In accordance with the Board's decision, it shall be possible for the issue to take place with or without waiver of shareholders' preferential rights. Malmö, April 25, 2002 Wilh. Sonesson AB (publ) The Board For further information, contact: President, Anders Sjöholm, mobile +46 705-23 86 24 anders.sjoholm@wilhsonesson.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/2002/04/25/20020425BIT01580/wkr0001.doc http://www.waymaker.net/bitonline/2002/04/25/20020425BIT01580/wkr0002.pdf