Shareholders in NetCom AB approve offer for Société Européenne De Communication

SHAREHOLDERS IN NETCOM AB APPROVE OFFER FOR SOCIÉTÉ EUROPÉENNE DE COMMUNICATION New York and Stockholm -August 10, 2000 - NetCom AB ("NetCom", "the Group") (Nasdaq Stock Market: NECSB), the leading provider of telecommunication services in the Nordic countries, the Baltic region and Poland, today announced that at an Extraordinary General Meeting held on Thursday, August 10, 2000, shareholders in NetCom gave authorization to the Board of Directors of NetCom to proceed with the Offer to acquire shares in Société Européenne de Communication S.A. in exchange for shares in NetCom. The terms of the Offer are detailed in NetCom's announcement issued on July 24, 2000. As the next step, the Board of Directors of NetCom is calling a further Extraordinary General Meeting for shareholders to be held on August 25, 2000, details of which are attached. NetCom AB, formed in 1993, is a leading telecommunications company in the Nordic countries. The Company provides GSM cellular services, under the Comviq and Tele2Mobil brands in Sweden, under Tele2Mobil in Norway, through its Ritabell subsidiary (Q-GSM) in Estonia and under the Tele2 brand in Lithuania. For public telecommunications, data communications and Internet access, NetCom has the Tele2 brand in Sweden and the subsidiaries Tele2 A/S in Denmark and Tele2 Norge AS in Norway. Datametrix, which specializes in systems integration, and Optimal Telecom are also part of NetCom AB. The Group offers cable television services under the Kabelvision brand name. NetCom AB has a 17.8% stake in Société Européenne de Communication SA. The Company is listed on the Stockholm Stock Exchange, under NCOMA and NCOMB, and an ADR listed on the Nasdaq Stock Market, under NECSB. Contacts: Lars-Johan Jarnheimer Telephone: + 46 8 562 640 00 President and CEO, NetCom AB, Sweden Bill Stokoe Telephone: + 44 (0)20 7321 5010 Shared Value Visit us at our homepage: http://www.netcom.se This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Société Européenne de Communication S.A. At the time NetCom AB (publ) commences its offer, it will file a registration statement, including a prospectus, with the U.S. Securities and Exchange Commission. THE PROSPECTUS AND RELATED OFFER DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The registration statement will be made available to all shareholders of Société Européenne de Communication S.A. at no expense to them. The registration statement, which includes the prospectus, and related offer documents filed with the Commission will also be available for free at the Commission's website at www.sec.gov. This press release contains forward-looking statements that involve inherent risks and uncertainties. We have identified certain important factors that may cause actual results to differ from those contained in such forward-looking statements. See "Description of Business - Risk Factors" in the Annual Report of NetCom AB (publ) on Form 20-F filed with the U.S. Securities and Exchange Commission as updated with other filings from time to time. THE SHAREHOLDERS IN NETCOM AB (Nasdaq: NECSB) ARE HEREBY INVITED TO ATTEND AN EXTRAORDINARY GENERAL MEETING, AT 10.00 A.M ON FRIDAY AUGUST 25, 2000, AT GAMLA STANS BRYGGERI, TULLHUS 2, SKEPPSBRON, STOCKHOLM. Notice Shareholders who intend to attend the Extraordinary General Meeting must: * be recorded in the share register maintained by VPC AB (the Swedish Securities Register Center) ("VPC") on Tuesday August 15, 2000; and * give notice to NetCom of his or her intention to attend not later than Monday August 21, 2000 at 1.00 p.m. (Swedish local time). Notice shall be made in writing, to NetCom AB, Box 2094, SE-103 13 Stockholm, by e-mail to extrabolagsstamma00@netcom.se or by telephone on +46 (0)8 562 00060. In providing such notice the shareholder shall state his/her 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 register their shares in their own name in order to be able to vote at the Extraordinary General Meeting. This voting-right registration, must be completed on August 15, 2000 and shareholders should therefore request such registration from their trustees well in advance of said date. Shareholders' representatives and representatives of legal entities are asked to submit documentation certifying their authorisation to represent the principal in advance of the Extraordinary General Meeting. Matters at the general meeting of shareholders 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 the board of directors 4. Election of one or two scrutinizers 5. Determination of whether the meeting has been duly convened 6. Presentation of documents in accordance with section 4:4 of the Companies Act (1975:1385) 7. Decision to issue NetCom A and B shares in exchange for shares in Société Européenne de Communication S.A ("SEC") 8. Closing of general meeting of shareholders The Board of Directors' proposal Item 7 The Board of Directors is seeking shareholders' approval at the Extraordinary General Meeting to issue a maximum of 40,901,585 NetCom A and B shares in exchange for the shares in SEC not already held by NetCom. For every 11.5 SEC B shares, NetCom will offer 1 NetCom B share and for every 11.5 SEC A shares, NetCom will offer 1 NetCom A share or 1 NetCom B share, in accordance with the seller's choice. Shares in SEC may also be transferred to NetCom in the same way through a company, provided that the auditors of NetCom can reasonably accept it. Each NetCom share will have a nominal value of SEK 5. The share capital of NetCom will be increased to a maximum of SEK 204,507,925. If all the holders of SEC A shares accept to receive NetCom A shares, a maximum of 32,289,981 NetCom A shares will be issued. This will result in an increase in the number of NetCom A shares in issue from 18,095,632 to 50,385,613. If all the holders of SEC A shares and SEC B shares accept to receive NetCom B shares, a maximum of 40,901,585 NetCom B shares will be issued. This will result in an increase in the number of NetCom B shares in issue from 85,754,614 to 126,656,199. The complete proposal from the Board of Directors and other documents set out in the Companies Act (1975:1385) will be available from NetCom's offices from Friday August 18, 2000 and can be ordered via telephone. Tel: +46 (0)8 562 000 60. Stockholm, August 2000 The Board of Directors This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Société Européenne de Communication S.A. At the time NetCom AB (publ) commences its offer, it will file a registration statement, including a prospectus, with the U.S. Securities and Exchange Commission. THE PROSPECTUS AND RELATED OFFER DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The registration statement will be made available to all shareholders of Société Européenne de Communication S.A. at no expense to them. The registration statement, which includes the prospectus, and related offer documents filed with the Commission will also be available for free at the Commission's website at www.sec.gov. This press release contains forward-looking statements that involve inherent risks and uncertainties. We have identified certain important factors that may cause actual results to differ from those contained in such forward-looking statements. See "Description of Business - Risk Factors" in the Annual Report of NetCom AB (publ) on Form 20-F filed with the U.S. Securities and Exchange Commission as updated with other filings from time to time. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/08/10/20000810BIT00560/bit0001.doc http://www.bit.se/bitonline/2000/08/10/20000810BIT00560/bit0002.pdf