Proposal for new incentive programme for employees in Resco

Proposal for new incentive programme for employees in Resco The Board of Directors proposes that the Annual General Meeting on 27 April approve the Board of Directors' decision to issue, with departure from the shareholders right of preference, a debt instrument (subordinated debentures) for SEK 1,000 with detachable warrants for subscription of up to 500,000 B shares in Resco AB (publ). The debt instrument will be issued for a nominal amount, runs at 4.5 per cent annual interest, matures for payment on 31 December 2000 and must be subscribed for and paid not later than 10 April 2000. Only Resco AB's wholly-owned subsidiary, Resco Utbildning AB, is entitled to subscribe for the debt instrument, with a right and liability for the subsidiary to divest the warrants on market terms to employees in the Resco Group and Resco's Board Members. The warrants entitle their holders to subscribe for new shares during the period, 11 - 30 April 2000 through payment in cash. It should be possible to increase the share capital by up to SEK 1,250,000. The subscription price for newly-issued B shares will be 125 per cent of the average price paid quoted for class B shares in the Company on the OM Stockholm Exchange during the period, 28 April - 11 May 2000. All employees are guaranteed warrants with right to subscribe for 500 shares. The reasons for departure from the shareholders' right of preference is that a personal owner involvement of the Management and the employees can be expected to raise motivation in the future work within the Resco Group and stimulate an increased interest in the operations and the result development. The proposal is aimed at benefiting the Company and thus its shareholders. On full exercising of the warrants, the proposed issue means a dilution of approximately 10.2 per cent of the share capital and approximately 5.4 per cent of the votes taking into account full exercising and full conversion, respectively, of outstanding warrants and convertibles. For a resolution to be passed by the Annual General Meeting regarding an issue in accordance with the above, it is required that the resolution by the AGM is supported by at least nine-tenths of the shares represented at the AGM. Stockholm, 30 March 2000 Resco AB (publ) For further information, please contact: Kjell Jacobsson, Chairman, tel: +46 8-519 030 00, kjell.jacobsson@resco.se Torstein Johansen, Managing Director, tel: +46 706 65 65 10 Fredrik Härén, Head of information, Tel: +46 705 86 18 18 About Resco Resco is one of the largest full-range Internet consulting companies in the Nordic countries. The Company combines the ability of the modern web bureau to communicate with extensive and in-depth expertise within operations development, business systems and system integration. With specialists in business systems, system integration, market communication, web technology and competence management, Resco has a unique position on the Nordic IT/Internet market. With its latest acquisition of SandellSandberg, Resco has 490 employees (450 in Resco and 40 in associated companies). Resco was established in 1982. In 1996, Resco was quoted on the O list of the OM Stockholm exchange. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/03/31/20000331BIT00990/bit0001.doc http://www.bit.se/bitonline/2000/03/31/20000331BIT00990/bit0002.pdf