Notice of AGM

NOTICE OF AGM THE SHAREHOLDERS IN NETCOM AB (PUBL) ARE HEREBY INVITED TO ATTEND THE ANNUAL GENERAL MEETING, THURSDAY MAY 25, 2000 AT 3.30 P.M. AT GAMLA STANS BRYGGERIER, TULLHUS 2, SITUATED AT SKEPPSBRON, STOCKHOLM. Notice Shareholders who intend to attend the annual general meeting must: * be recorded in the share register maintained by VPC AB (the Swedish Securities Register Center) ("VPC"). The shareholder must be recorded in the share register on Monday May 15, 2000; and * give notice to the company of his or her intention to attend not later than Monday May 22, 2000 at 1.00 p.m. (Swedish local time). Notice shall be made to the address, in writing, NetCom AB, Box 2094, SE-103 13 Stockholm, by e-mail, bolagsstamman00@netcom.se or by telephone +46 (0)8 562 00060. In providing such notice the shareholder shall state name, civic registration number or corporate identification number, address, telephone number, registered number of shares held and the number of assistants, if any. Shareholders who have trustee-registered shares must temporarily have their shares registered in their own name in order to be able to participate in the annual general meeting. Such registration, so-called voting-right registration, must be completed on May 15, 2000. Therefore the shareholders should request such registration by their trustees well in advance of said date. Shareholder's representatives and representatives of legal entities are asked to submit documentation certifying their respective authorization to represent the principal. Matters at the general meeting 1. Election 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 proposed by board of directors. 4. Election of minutes-checkers. 5. Determination of whether the meeting has been duly convened. 6. Presentation of the annual report and the auditor's report as well as the consolidated accounts and the auditor's report to the consolidated accounts. 7. Adoption of the income statement and the balance sheet and the consolidated income statement and balance sheet. 8. Decision regarding the disposition of the company's profits or losses. 9. Decision regarding discharge of the liability for directors of the board and the managing director. 10. Determination of the remuneration to the auditors and the board of directors (see below). 11. Determination of the number of the directors of the board and the number of alternate board members (see below). 12. Election of the board of directors (see below). 13. Decision regarding issue of new shares (see below). 14. Decision regarding issue of debentures with detachable warrants to subscribe for new shares (see below). 15. Decision regarding authorization to the board of directors to decide to purchase own stock (see below). 16. Decision regarding sale of own stock (see below). 17. Motion by Sveriges Aktiesparares Riksförbund to appoint a nominating committee. 18. Closing of the AGM. The boards proposals Item 8 The board of directors proposes that no dividend be declared in respect of the financial year 1999. Item 13 In order to perform the obligations under the incentive program for key employees and executive officers of the company and its subsidiaries adopted by the annual general meeting in 1997 the board of directors proposes to the general meeting to resolve to increase the share capital with maximum 1,000,000 SEK by issuing maximum 200,000 shares of series B at a subscription price of 150 SEK, each with a nominal value of 5 SEK. With deviation from the shareholders right the issue shall be directed to NetCom Intressenter AB. Subscription and payment shall be made not later than on October 16, 2000. The new shares shall carry right to dividend from and including the financial year 2000. The resolution shall be conditional upon the board of directors not exercising its authorization to buy back own stock pursuant to item 15 before the expiry of the subscription period. Item 14 In order to perform the obligations under said incentive program the board of directors proposes that the annual general meeting resolve to issue maximum 3 debentures, with a nominal value of 1 SEK each, and each with warrants to subscribe for 100,000 new shares of series B at a subscription price of 150 SEK per share. The subscription price for the debentures shall be equal to the nominal value. With deviation from the shareholders right the issue of debentures shall be directed to NetCom Intressenter AB. The subscription periods for the warrants of each of the three debentures shall be the calendar year 2001, 2002 and 2003, respectively. The resolution shall be conditional upon the board of directors not exercising its authorization to buy back own stock pursuant to item 15 before the expiry of the subscription period and thereby buying back more than 200,000 shares. Item 15 The main features of the board of directors' proposal are to authorize the board of directors to, before the next annual general meeting, buy back own stock of a maximum 500,000 shares of series B in the company, corresponding to maximum 0.48 per cent of the total number of shares in the company, to the extent that subscription is not made pursuant to the resolutions under items 13 and 14. The consideration for shares bought back shall be the existing stock price at the time of the acquisition with a deviation which is not greater than the spread registered in each instance. Acquisitions shall be made on the OM Stockholm Exchange and the purpose of the acquisition is to fulfil the company's option granted to NetCom Intressenter AB in respect of the incentive program for key employees and executive officers approved at the annual general meeting in 1997 (see further item 16). Item 16 The board of directors proposes that the meeting, with deviation from the shareholders right and in accordance with Chapter 7, Sections 21-22 of the Companies Act (i.e. otherwise than on an exchange or other regulated market place), sells all of the shares bought back pursuant to the authorization under item 15 to NetCom Intressenter AB. The sale consequently covers a maximum of 500,000 shares of series B. The consideration for the shares shall be 150 SEK per share sold. The reason for deviation from the shareholders right is that the sale to NetCom Intressenter AB enables the company to fulfil its obligations under the option granted to NetCom Intressenter AB at the annual general meeting in 1997 in respect of the incentive program for key employees and executive officers, without causing any dilution of the existing shareholders' ownership. The resolution to sell shares to NetCom Intressenter AB is conditional upon the board of directors buying back own stock pursuant to item 15 above. The complete proposal from the board of directors regarding decision to issue shares (item 13) and to issue debentures with warrants to subscribe for new shares (item 14) and to authorize buy backs of own stock and sale of such stock (item 15 and 16) will be made available at the company as of Wednesday May 10, 2000 and can be requested via telephone +46 8 562 000 60. Since the resolutions (item 13 and 14) to issue new shares and to issue debentures with warrants and the resolution (item 16) to sell own stock are subject to the Act regarding Certain Issues in Stock Market Companies, the resolutions require approval by shareholders representing at least nine tenths of the votes given and of the shares present at the meeting. Other proposals Item 10-12 Supporting the motions in respect of nos. 10-12 are shareholders representing more than 50 per cent of the total number of votes in the company. * Remuneration to the chairman of the board of 300,000 SEK and 250,000 SEK to the other directors. The auditors shall be remunerated according to running account. At the general meeting 1999 the chartered accountant Pål Wingren was elected as auditor for the period to the end of the annual general meeting in 2001 and the chartered accountant Hans Karlsson was elected as auditor for the period to the end of the annual general shareholders meeting in 2003. * Seven directors and no alternate directors. * Re-election of the directors Marc J.A. Beuls, Vigo Carlund, Sven Hagströmer, Håkan Ledin, Stig Nordin, Jan H. Stenbeck and Lars Wohlin. Item 17 Sveriges Aktiesparares Riksförbund has submitted a motion pursuant to which a nominating committee is appointed, consisting of three to five members the majority of which should represent the major shareholders and at least one member represent the minor shareholders. Stockholm in April 2000, The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/26/20000425BIT01410/bit0001.doc http://www.bit.se/bitonline/2000/04/26/20000425BIT01410/bit0002.pdf