Annual General Meeting of PartnerTech

Annual General Meeting of PartnerTech PartnerTech is giving notice of the Annual General Meeting of the company to be held at 5:00 p.m. April 4, 2002 in the Salén Konferens & Matsalar (Salén Conference and Restaurant Center), Norrlandsgatan 15, Stockholm. A stockholder who plans to attend the meeting must: · be entered in the stock register kept by VPC AB by Monday, March 25, 2002. · no later than 4:00 PM on Thursday, March 28, have notified PartnerTech AB of his or her attendance or that of a proxy, either by writing to, box 4282, SE-203 14 Malmö, Sweden, by faxing to +46 (0)40- 102649, by e-mailing to info@partnertech.se or by calling +46 (0)40- 102640. Upon notification, the stockholder should specify his or her full name, civic registration or corporate identification no., address, daytime phone number, and - when applicable - information concerning a deputy, proxy or legal representative. In order to attend the meeting, any stockholder whose shares are registered in the name of an authorized agent must request temporary entry in the stock register kept by VPC. The stockholder must inform the agent to that effect well in advance of March 25, 2002, at which time the register entry must have been made. The complete Notice of Meeting is attached. PartnerTech develops and manufactures electronics products under contract for leading growth companies, primarily in the market segments telecom infrastructure, IT/mechatronics, and medical equipment. The Group has approximately 1,150 employees in Sweden and other countries and is listed on the Stockholm Stock Exchange. For further information, contact: Mikael Jonson, CEO, PartnerTech AB, mobile: +46 70-678 10 01. Jonna Opitz, Market Communication, PartnerTech AB, tel: +46 40-10 26 43. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PARTNERTECH AB (publ) This is to notify the stockholders in PartnerTech AB (publ) ("the Company") that the Annual General Meeting will be held at 5:00 PM on Thursday, April 4, 2002 at the Salén Konferens & Matsalar (Salén Conference and Restaurant Center), Norrlandsgatan 15, in Stockholm. Notification of participation A stockholder who plans to attend the meeting must: * be entered in the stock register kept by VPC AB ("VPC") by Monday, March 25, 2002 * no later than 4:00 PM on Thursday, March 28, have notified the Company of his or her attendance or that of a proxy, either by writing to PartnerTech AB, Box 4282, SE-203 14 Malmö, Sweden, by faxing to +46 (0)40-102649, by e-mailing to info@partnertech.se or by calling +46 (0)40-102640. Upon notification, the stockholder should specify his or her full name, civic registration or corporate identification no., address, daytime phone number, and - when applicable - information concerning a deputy, proxy or legal representative. To facilitate admission to the meeting, the notification should be accompanied - when applicable - by powers of attorney, certificates of registration or other authorizations. In order to attend the meeting, any stockholder whose shares are registered in the name of an authorized agent must request temporary entry in the stock register kept by VPC. The stockholder must inform the agent to that effect well in advance of March 25, 2002, at which time the register entry must have been made. Agenda 1. Preparation and approval of the list of stockholders entitled to vote at the meeting. 2. Selection of the chairman of the meeting. 3. Presentation and approval of the agenda. 4. Choice of two minutes-checkers in addition to the chairman. 5. Verification that stockholders have been duly notified of the meeting. 6. CEO's remarks. 7. Presentation of the Annual Statement and Audit Report, plus the Consolidated Financial Statements and Consolidated Audit Report. 8. Decisions concerning: a. adoption of the Income Statement and Balance Sheet, plus the Consolidated Income Statement and Consolidated Balance Sheet, b. appropriation of the Company's earnings in accordance with the Balance Sheet that has been adopted, c. discharge of the CEO and members of the board from personal liability for the fiscal year. 9. Establishment of the number of board members and any deputy members. 10. Fixing of remuneration for the board and auditors. 11. Election of board members and any deputy members. 12. Decision in accordance with the board's proposed incentive program entailing the issue of debentures with subscription rights for new shares, plus the approval of future transfers of shares in the Company to its employees. 13. Decision concerning authorization for the board to carry out issues of new shares. 14. Miscellaneous items. The financial and audit statements (Items 7-8 on the above agenda) will be made available at the Company's office at Södra Tullgatan 3, Malmö, Sweden, as of Thursday, March 21, 2002, and mailed to all stockholders. The board's complete proposal in accordance with Items 12 and 13 will be made available at the same address as of the same date and mailed to any stockholder who has notified the Company of his or her attendance - or who has otherwise requested the proposal - and who has provided his or her mailing address. All of the above mentioned material will also be presented at the meeting. The board's proposal in accordance with Item 12 is conditional upon the consent of stockholders with at least nine-tenths of both the number of votes cast and the number of shares represented at the meeting. 8b. Appropriation of the Company's earnings The board proposes that the loss for the year be brought forward to the 2002 accounts and that no dividend be distributed for fiscal year 2001. 9-11. Election of board, etc. Stockholders representing approximately 50% of the total number of votes have notified the Company that they plan to support the following proposals with regard to Items 9-11 on the above agenda: 9. There will be six board members and no deputy members through the conclusion of the next Annual General Meeting. 10. Total remuneration for the board will remain unchanged at SEK 850,000 allocated in accordance with the decision of the board, through the conclusion of the next Annual General Meeting. As has been the case previously, compensation for auditors will be paid on the basis of statements of account. 11. Hans Ahlinder, Andrejs Cakste, Mikael Jonson, Patrik Tigerschiöld and Gunnar Ekdahl will be re-elected to the board. Johan Siberg will be elected for the first time. 12. Board's proposal in accordance with Item 12 A. Issue of a debt instrument linked to options for subscription for new shares The board proposes that the Company raise a debenture loan at a par value of SEK 1,000 by issuing debentures with 346,580 subscription rights for new shares, of which each subscription right will entitle the holder to subscribe for one (1) new share in the Company at a par value of SEK five (5), subject to subsequent recalculation in accordance with customary practice. The debenture will be issued at par value. Departing from the preferential rights of stockholders, only Skanditek AB ("Skanditek" below), corporate identification no. 556541-9065, will be entitled to subscribe for the debenture. Subscription for the debenture will be made no later than May 31, 2002 by means of a special subscription list. Payment for the debenture will be made in cash by the same date. The debenture loan, which is subordinated, will be interest- free and fall due for payment on August 1, 2002. In accordance with the terms for the subscription rights, subscription for shares may be made between July 1, 2004 and August 1, 2005. The subscription price will be set at the average closing price ("Average Price") of the share on the Stockholm Exchange from March 6-19, 2002, but not below the share's par value. After full dilution, PartnerTech's capital stock will increase by a maximum of SEK 1,732,900 allocated among 346,580 shares, representing an approximate 2.9% dilution of the Company's registered capital stock and votes prior to any recalculation for issues of new shares and the like. Current stock-option programs have led to a total dilution of approximately 5.7%. Within the framework of the employee stock-option program described in Item B below, Skanditek will - in accordance with a special agreement concluded with the Company and the board's additional instructions - issue call options without consideration for shares in the Company to certain categories of present and future employees of the Company and its subsidiaries, as well as subsequently fulfill those obligations by transferring shares in the Company that have been subscribed for through exercise of the options. The terms by which the employees may exercise the allocated call options will be covered by separate agreements between Skanditek and each individual option holder. Furthermore, Skanditek will be entitled to sell in the market a certain number of new shares that have been subscribed for in order to cover the social security obligation that Skanditek may incur in connection with the employee stock-option program. Skanditek and the Company will enter into an agreement for that purpose. The primary reason for the departure from the preferential rights of stockholders is to enable employees to eventually become partners in the Company. Such a development would facilitate raising employees' commitment, motivation, and sense of affinity with the Company. B. Employee stock-option program The board proposes that the Company initiate a program consisting of no more than 260,000 stock options aimed at certain categories of present and future employees of the Company and its subsidiaries. The stock- option program will entitle employees to acquire shares in the Company from Skanditek. The stock options, which will not be transferable, will generally lapse if an employee leaves the PartnerTech group. The purchase options will be exercisable from July 1, 2004 through July 1, 2005. In accordance with a special agreement concluded with the Company and the board's additional instructions, Skanditek will issue purchase options without consideration for shares in the Company to certain categories of present and future employees in the Company and its subsidiaries, as well as subsequently fulfill these obligations by transferring shares in the Company that have been subscribed for through exercise of the options. Each option will entitle an employee to acquire one (1) share in the Company at the Average Price, though not below the par value of the share, subject to subsequent recalculation in accordance with customary practice. It is incumbent on the individual option holder to arrange any financing necessary to pay the subscription price. The board will establish more detailed criteria for allocating the stock options to employees. Allocation of the options will be based on an employee's position, duties and job performance in the following categories: A. CEO no more than 70,000 options B. Top management no more than 20,000 options each C. Certain senior executives and no more than 10,000 options specialists each With the exception of the CEO, board members elected by the Annual General Meeting will not be entitled to acquire options as described above. Persons residing abroad will be afforded the opportunity to participate in the employee stock-option program insofar as that is legal and does not, in the judgment of the board, entail administrative inconveniences. 13. Authorization for the board to carry out an issue of new shares Whether with or without departure from the preferential rights of stockholders, the board proposes that the Annual General Meeting authorize the board to reach a decision on one or more issues prior to the next Annual General Meeting totaling no more than 750,000 shares and increasing capital stock by no more than SEK 3,750,000 - representing dilution of approximately 6.2% of the Company's registered capital stock and total number of votes - for the purpose of providing the Company with additional capital or enabling acquisitions. Cash, non-cash, and settlement issues will all be permitted. The subscription price for each issue will be set as close to market value as possible, less whatever discount may be required to attract the interest of potential subscribers. 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