Notice to attend annual general meeting

notice to attend annual general meeting The stockholders of Nocom AB (publ) are hereby summoned to the annual general meeting on Thursday, April 26, 2001, at 4:30 p.m. in Slottsbiografen, Nedre Slottsgatan 6, Uppsala. Notification Stockholders who wish to participate in the general meeting must 1) be entered as of April 12, 2001, in the share register kept by VPC AB (the Swedish Securities Register Center). 2) make notification of their intention to participate in the general meeting no later than Friday, April 20, 2001, 4 p.m., to this address: Nocom AB (publ), Kristallen, SE-754 51 Uppsala, or by phone to +46 18-65 55 00, or by fax +46 18-65 55 55, or via the Internet at www.nocom.com. Notification should include name, address, telephone number, personal (social security) number or corporate identity number, and number of shares held. Through their administrator, nominee stockholders should temporarily register their shares in their own name, well before April 12, 2001, if they desire the right to participate at the meeting. Authorization documents, such as powers of attorney and registration certificates, should, where appropriate, be sent in prior to the general meeting. Stockholders who wish to bring one or two assistants should announce this intention within the time limit and according to the procedure that applies to stockholders. Agenda 1. Opening of the general meeting. 2. Election of chairman for the meeting. 3. Establishment and approval of the register of voters. 4. Approval of the agenda. 5. Election of one or two members to check the minutes. 6. Consideration of whether the meeting was duly convened. 7. Statement by Tomas Nygren, CEO. 8. Presentation of the annual report and auditor's report, as well as of the consolidated accounts and the consolidated auditor's report. 9. Resolutions a. whether to adopt the income statement and the balance sheet, and the consolidated income statement and the consolidated balance sheet, b. distributions regarding the company's losses according to the adopted balance sheet, c. discharge of liability for the board members and the CEO. 10. Stipulation of remuneration for the board of directors and auditors. 11. Election of board of directors. 12. Authorization for the board of directors to issue Series B shares. 13. Authorization for the CEO to make formal changes in connection with registration. 14. Closing of the general meeting. Authorization for issues (item 12 above) The board proposes that the general meeting gives it authorization to make decisions, on one or several occasions before the next annual general meeting, concerning new issues of a maximum of 5,000,000 Series B shares. The board should only have the right to decide on a new issue in deviation from the stockholders' preferential right and with the provision of a non-cash issue. The reason for this departure from preferential right and non-cash issue is to allow the company to issue stocks in connection with acquisitions of companies or businesses. Approval from the general meeting regarding item 12 is valid only if it is supported by stockholders with at least two thirds of both the submitted votes and the shares represented at the general meeting. Documents for the general meeting The annual report and the auditor's report for the financial year of 2000 are estimated to be sent to the stockholders in late March/early April. These documents will also be available at the company as of April 12, 2001. The board of directors' complete proposal for a decision in reference to item 12 above will be available from the company at least one week before the general meeting. The documents will be sent to those stockholders who request them and report their mailing addresses. Dividends The board proposes that no dividends for the financial year of 2000 be distributed. Proposal for the election of members of the board, etc. The company's nomination committee proposes the reelection of these members of the board: Ola Norberg, Curt Egerot, Anders Jonson, Michael Grimborg and Per Westerberg. For new election: Christer Magnusson. Stockholders representing no less than 71 percent of the votes have informed the company that they intend to vote in accordance with the committee's proposal. Two members of the board, Bengt Nilsson and Claes Strååt, have declined reelection. The question of election of auditors will not be handled at the meeting. Uppsala, March 2001 Nocom AB (publ) Board of Directors For more information, please contact: Tomas Nygren, CEO, Nocom AB (publ) tel: +46 - 708 - 65 53 16 e-mail: tomas.nygren@nocom.se NB. This notice is available in Swedish and English. The English version is virtually the same as the Swedish notice. If deviations between the Swedish and the English version occur, the Swedish version should apply. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/28/20010328BIT00060/bit0002.doc http://www.bit.se/bitonline/2001/03/28/20010328BIT00060/bit0002.pdf