Extraordinary general meeting of PartnerTech

Extraordinary general meeting of PartnerTech PartnerTech is giving notice of an Extraordinary General Meeting of the company to be held at 4:00 p.m. December 6, 2001 in the Salén Konferens & Matsalar (Salén Conference and Restaurant Center), Norrlandsgatan 15, Stockholm. In addition to regular business, the agenda contains the following items: · Vote on noncash issue of shares in connection with the acquisition of Vellinge Electronics Holding AB. · Vote on offset issue of shares in connection with the acquisition of EQ Elektroniq AB. · Vote on offset issue of shares in connection with the acquisition of Baltic Microwave Sp. z o.o. The complete Notice of Meeting is attached. PartnerTech develops and manufactures electronics products under contract for leading growth companies, primarily in the areas of telecom infrastructure, IT/mechatronics, and medical equipment. The Group has approximately 900 employees in Sweden and other countries and is listed on the "Attract 40" list of the Stockholm Exchange. For further information, contact: Mikael Jonson, CEO, PartnerTech AB, tel: +46 40 102 641 or mobile: +46 70-678 10 01 Jonas Arkestad, CFO, PartnerTech AB, tel: +46 40-10 26 42. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PARTNERTECH AB (publ) This is to notify the shareholders in PartnerTech AB (publ) ("the Company" below) that an Extraordinary General Meeting of shareholders will be held at 4:00 p.m., on Thursday, December 6, 2001 at the Salén Konferens & Matsalar (Salén Conference and Restaurant Center), Norrlandsgatan 15, Stockholm. Notification of participation Shareholders who wish to participate in the Meeting must both: - be recorded in the share register maintained by VPC AB (Swedish Securities Register Center) no later than Monday, November 26, 2001, and - notify the Company of their intention to participate in the Meeting, as well as possible assistants, no later than at 4:00 p.m. on Monday December 3, 2001, either in writing to PartnerTech AB, Box 4282, 203 14 Malmö, by telefax +46 (0)40-10 26 49; by e-mail, info@partnertech.se, or by telephone +46 (0)40-10 26 40, preferably stating full name, personal identity number or registration number, day-time telephone number and, when applicable, information on deputies, representatives and assistants. In order to make entry to the Meeting easier, the notification of participation should, whenever applicable, be accompanied by proxies, certificates of incorporation and other authorizations. To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must have their shares temporarily reregistered in their own names with VPC. Shareholders must notify their trustees well in advance of Monday, November 26, 2002, when re.-registration must have been effected. Agenda 1. Preparation and approval of the voting list. 2. Election of the Chairman of the Meeting. 3. Presentation and approval of the Agenda. 4. Election of two persons to check the minutes in addition to the Chairman. 5. Verification that shareholders have been duly notified of the Meeting. 6. Resolution on non-cash issue for the acquisition of Vellinge Electronics Holding AB. 7. Resolution on set-off issue for the acquisition of EQ Elektroniq AB. 8. Resolution on set-off issue for the acquisition of Baltic Microwave Sp. z o.o. 9. Other matters. The Board of Directors' complete proposals for items 6-8, above, as well as the Board of Directors' reports in accordance with Chapter 4, Sections 4 and 6 of the Swedish Companies Act (1975:1385) and the auditor's statement concerning said reports, will be available at the Company's office at Södra Tullgatan 3 in Malmö as of Thursday, November 29, 2001, as well as sent to any shareholder who so requests and provides his or her mailing address. All of the above-mentioned material will also be presented at the Meeting. The votes in accordance with items 7 and 8 are governed by the Act (1987:464) on Certain Directed Share Issues by Stock Market Companies, etc. and are valid only when they have been supported by at least nine tenths (9/10) of both the stated number of votes and the number of shares represented at the Meeting. P.6 Resolution on non-cash issue for the acquisition of Vellinge Electronics Holding AB The Board of Directors proposes that the Meeting decide on an issue of two million nine hundred thousand (2,900,000) new shares in the Company at a par value of SEK five (5) each, which will increase the share capital by SEK 14.500,000, from SEK 41,555,000 to SEK 56,055,000, representing dilution of approximately 25.9%. The right to subscribe for the new shares shall belong to Skanditek Industriförvaltning AB (publ). The issue price will be SEK 49.75 per share. Payment for the new shares shall be made latest on December 7, 2001 through the transfer of all twenty thousand (20,000) shares in Vellinge Electronics Holding AB. The new shares shall carry the right to dividends for the fiscal year 2001 and onwards. P.7 Resolution on set-off issue for the acquisition of EQ Elektroniq AB On March 8, 2001, the Company concluded a share transfer agreement with Dariusz Gasinski, Grazyna Adwent-Andersson and Krystyna Jagielska Gasinska covering the acquisition of shares of EQ Elektroniq AB, organization number 556413-9631 (now PartnerTech Stockholm AB). The share transfer agreement stipulated, in part, that Dariusz Gasinski, Grazyna Adwent-Andersson and Krystyna Jagielska Gasinska shall receive a supplementary payment totaling SEK 13,554,271, to be paid with new shares issued by the Company, if the Extraordinary General Meeting so votes, and otherwise in the form of a cash payment. Under the terms of the share transfer agreement, the issue price stall be set at the average market price for the Company's shares ten (10) days prior to the Extraordinary General Meeting. In connection therewith, the Board of Directors proposes that the Extraordinary General Meeting approve a new issue of Company shares as described above, whereby the rights to subscribe for the new shares shall belong to Dariusz Gasinski, Grazyna Adwent-Andersson and Krystyna Jagielska Gasinska, and payment for the new issue shares shall be made by netting the claim that Dariusz Gasinski, Grazyna Adwent-Andersson and Krystyna Jagielska Gasinska have on the purchase price totaling SEK 13,554,271, in accordance with the share transfer agreement. The final number of new Company shares (par value SEK 5 each), as well as the issue price, the increase in share capital and the dilution of Company shares will be set on the day of the Extraordinary General Meeting after calculating the average market price during the ten (10) immediately preceding trading days. The new shares shall carry the rights to dividends for the fiscal year 2001 and onwards. With a hypothetical average price of SEK 59 for a Company share (the closing price on November 14, 2001), the Company would have to issue 229,734 new shares to fulfill the above-mentioned obligation in accordance with the share transfer agreement. This would mean that the issue price per share would amount to SEK 13,554,271 divided by 229,734 shares, that the share capital would be increased by SEK 1,148,670, representing dilution of shares of approximately 2.7 percent. P.8 Resolution on set-off issue for the acquisition of Baltic Microwave Sp. z o.o. On March 8, 2001, the Company also concluded a share transfer agreement with Dariusz Gasinski, Grazyna Adwent-Andersson, Jercy Dabrowski and Our Economics in Stockholm AB pertaining to the acquisition of the shares of Baltic Microwave Sp. z o.o., based in Gdansk, Poland. The share transfer agreement stipulated, in part, that Dariusz Gasinski, Grazyna Adwent- Andersson, Jercy Dabrowski and Our Economics in Stockholm AB shall receive a total supplementary payment of SEK 2,147.743, to be paid with new shares issued by the Company, if the Extraordinary General Meeting so votes, and otherwise in the form of a cash payment. Under the terms of the share transfer agreement, the issue price shall be set at the average market price for the Company's shares ten (10) days prior to the Extraordinary General Meeting. In connection therewith, the Board of Directors proposes that the Extraordinary General Meeting approve a new issue of Company shares as described above, whereby rights to subscribe for the new shares shall belong to Dariusz Gasinski, Grazyna Adwent-Andersson, Jercy Dabrowski and Our Economics in Stockholm AB, and payment for the new issue shares shall be made by netting the claim that Dariusz Gasinski, Grazyna Adwent- Andersson, Jercy Dabrowski and Our Economics in Stockholm AB have on the supplementary purchase price totaling SEK 2,147.743, in accordance with the share transfer agreement. The final number of new Company shares (par value SEK 5 each), as well as the issue price, the increase in share capital and the dilution of Company shares will be set on the day of the Extraordinary General Meeting after calculating the average market price during the ten (10) immediately preceding trading days. The new shares shall carry rights to dividends for the fiscal year 2001 and onwards. With a hypothetical average price of SEK 59 for a Company share (the closing price on November 14, 2001), the Company would have to issue 36.403 new shares to fulfill the above-mentioned obligation in accordance with the share transfer agreement. This would mean that the issue price per share would amount to SEK 2,147,743 divided by 36.403 shares, that the share capital would be increased by SEK 182,015, representing dilution of shares of approximately 0.4 percent. Malmö, November 2001 Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/11/27/20011127BIT00210/bit0002.doc http://www.waymaker.net/bitonline/2001/11/27/20011127BIT00210/bit0002.pdf