Annual General Meeting March 22, 1999

ANNUAL GENERAL MEETING MARCH 22, 1999 DECISION ON RIGHTS ISSUE AND PROPOSAL FOR CHANGED DEBENTURE TERMS AND ISSUE AUTHORISATIONS In accordance with what has been earlier announced, the Extra General Meeting on February 18, 1999 has been suspended. The Board of Pricer AB (publ) decided today to call an Annual General Meeting on March 22, 1999. The decisions and proposals described below do, to a significant extent, correspond to what was decided and proposed on January 22, 1999. The Board's decision on rights issue Pending the approval from an Annual General Meeting (AGM) of shareholders on March 22, 1999, the Board of Pricer AB (publ) decided today that the Company's share capital be increased by at least 32,000,000 SEK and no more than 44,159,710 SEK through an issue of at least 16,000,000 shares and no more than 22,079,855 shares. Each share will be issued at a nominal value of two (2) SEK, at the following main terms: No more than 1,161,025 of the new shares shall be series A shares and no more than 20,918,830 shall be series B shares. The issue price will be five (5) SEK per share. Holders of series A and B shares have preferential rights to subscribe for new shares based on their share capital in the Company. Subscription for shares with preferential rights is made by payment between April 6 and April 21, 1999. Subscription for shares without preferential rights shall be made between April 6 and April 21, 1999. Payment for such shares shall be made in cash no later than the third banking day after the subscriber has been notified of allotment, and in no case later than April 30, 1999. In case of over- subscription, shares subscribed for without preferential rights are allotted according to the Board's decision. Apart from what has been stated above, shares may - when applicable - be subscribed for by right of offset through a declaration of offset. The record date will be March 26, 1999. The new issue will provide Pricer with 80-110 MSEK before issue costs. The Board has decided on a minimum subscription level as a condition for the issue. The aim is to guarantee those who subscribe for new shares that the payment will be used only if it is estimated that the amount paid will secure Pricer's capital requirements. Should a minimum subscription of 80 MSEK not be reached, the issue will become void and the issue payments reimbursed to the respective subscribers. The size of the issue is equivalent to the amount of series A and series B shares issued to date. In accordance with the requirements in Pricer's Articles of Association, the shareholders have preferential right to new shares based on their share capital in the Company. This means that holders of series B shares will have the right to subscribe for a small number of series A shares. As a service to the shareholders, the Company will offer shareholders who wish to do so to subscribe for series B shares only, i.e., the type of shares that are quoted on the Stockholm Stock Exchange. The main owner of the Company, Grimaldi Industri AB, has declared an intention to help facilitate such a solution. The Board's proposal for changed debenture terms The Board proposes to the AGM of shareholders on March 22, 1999, that the terms for the Company's convertible debenture 1998/99, held by Brummer & Partners Kapitalförvaltning AB, are changed. The changes involve that the loan has a maturity date of December 31, 2001, that the debenture holder shall have the right to request conversion, until December 31, 2001, and that the conversion rate (before a possible recalculation pending a decision on a preferential issue) is set at 4.35 USD. The changes are subject to the issue decision not becoming void. The Board's proposal for issue authorisations The Board also proposes to the AGM of shareholders on March 22, 1999, that the Board is authorised, on one or several occasions until September 30, 1999, to issue series A or series B shares and/or convertible debentures and/or debentures with detachable warrants. The Board shall be able to decide on new issues with deviation from the shareholders' preferential rights. Furthermore, the Board shall be allowed to decide on new issues of shares with conditions that shares be subscribed for with a right of offset. The authorisations will give the Board the necessary financial freedom. Other The Board's issue decision and full proposals for other decisions as well as documents prescribed in Chapter 4, § 6, of the Companies Act are available at the Company for at least one week prior to the AGM, and will also be sent to shareholders who make such a request, stating their postal address. The Annual Report for 1998 is available at the Company for at least two weeks prior to the AGM, and will also be sent to shareholders who make such a request, stating their postal address. All shareholders will get the Annual Report sent home by mail the week prior to the AGM. For further information, please contact: Thomas Landberg, President and CEO, Pricer AB +46-18-18 81 00 Pricer AB was founded in 1991 in the city of Uppsala, Sweden. In only a few years, it has built a leading position in the growing market of electronic price and information systems for the retail trade. Through the co-operation with Intactix International Inc., the world leader in Space Management, Pricer has built a strong platform for future growth. Pricer offers integrational IT solutions such as electronic price and information systems, application software and consulting services to substantially improve consumer value and satisfaction and increase the profitability of retailers and their suppliers. The Pricer Group have subsidiaries in eleven countries. Pricer AB is listed on the O-list of the Stockholm Stock Exchange. Please visit Pricer's web site at http://www.pricer.se ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/02/25/19990225BIT00210/bit0001.doc http://www.bit.se/bitonline/1999/02/25/19990225BIT00210/bit0002.pdf