Communiqué from the Nocom AB (publ) AGM of May 3, 2006
Dividends In accordance with the Board’s proposal, no dividends were distributed for the fiscal year 2005. Election of Board and Nominating Committee members Trygve Angell, Alexander Oker-Blom, and Stefan Skarin were reelected board members. Lisbeth Gustafsson, born in 1947 and former director of sales for Posten Sverige AB, was elected as a new board member. Board members Christer Magnusson and Håkan Lissinger had declined reelection. The AGM appointed Stefan Skarin Chairman of the Board. Further, it was decided that board remuneration should remain unchanged. For the chairman, annual remuneration is paid in the amount of SEK 150,000, while remuneration to other board members amounts to SEK 100,000 SEK per person. No remuneration is paid to those board members who are employed by the company. Alexander Oker-Blom, Alted, Ulf Strömsten, Catella, and Stefan Skarin, Nocom were appointed to the Nominating Committee. Amended Articles of Incorporation The AGM decided to amend the Articles of Incorporation in order to bring said Articles in line with the requirements of the new Swedish Companies Act. The amendment primarily entails the stipulation on the nominal amount of shares being replaced with a stipulation on minimum and maximum numbers of shares in the Company, stockholders having preferential rights in the issue of new stock that is not paid for with capital contributed in kind, notice being given through advertisements in the Swedish Official Gazette and the Swedish daily newspaper Svenska Dagbladet, and various amendments of an editorial nature. Authorization to implement new stock issues The Board was authorized, for the period until the next AGM, to decide on: • New stock issues comprising Series B shares with preferential rights for existing stockholders. • New stock issues encompassing a maximum of 8,500,000 Series B shares for cash payment and/or in-kind or offset considerations or other terms with a deviation from stockholders’ preferential rights. The authorization can be used in conjunction with corporate acquisitions or in directed new stock issues in the capital market in order to raise capital for the Company. Move to issue options and to adopt an incentive program The AGM decided that the Company, without payment, shall issue 1,750,000 options, with each option entitling the holder to subscribe to a Series B share in Nocom AB during the period May 1, 2008 to May 31, 2008. The subscription price shall be equivalent to 130 percent of the average of the highest and lowest prices paid for Nocom B stock during the period May 22, 2006 to June 2, 2006. The party authorized to subscribe to these options is the wholly-owned subsidiary Nocom Software AB, with the right and obligation to offer all Nocom group employees the opportunity to acquire the options at market price. Options not acquired by employees in accordance with the above will be held until further notice by Nocom Software and be offered, in accordance with instructions from the Board, to future key personnel. The AGM also approved the selling on of the options in accordance with the program. Constitutional board meeting At the constitutional board meeting held in conjunction with the AGM, Stefan Ström was appointed the new CEO of Nocom AB. Stockholm, Sweden, Wednesday, May 3, 2006 Board of Directors Nocom AB (publ)