Release from the AGM, Nocom AB (publ.) April 28, 2005
Dividends In accordance with a proposal from the board, no dividends will be distributed for the financial year of 2004. Election of board Christer Magnusson and Stefan Skarin were reelected as regular board members. New members are Trygve Angell, 44 years old, manager of his own company, Pidell AS, Norway; Håkan Lissinger, 61, CEO of AVE Holding AB (publ.); and Alexander Oker-Blom, 40, CEO of Alted AB. Board members Monica Caneman, Curt Egerot, and Anders Jonson had asked not to be reelected. Change in company by-laws A decision was taken to adopt new company by-laws according to which the company’s capital stock would be no lower than SEK 70,000,000 and no higher than SEK 280,000,000. In addition, the company’s headquarters is to be moved to Stockholm. Issuing of shares The board was given the authority, during the period up to the next general meeting, to make decisions regarding: - a new issue of series B shares and issues of promissory notes associated with the warrant rights for new subscriptions of series B shares upon cash payment and/or including a stipulation of non-cash, thereby being allowed to deviate from the stockholders’ preferential right. The authorization is only to be used for issues aimed at rendering compensation in connection with the public offerings to stockholders and holders of subscription options in TurntIT AB (publ.) and to stockholders in IAR Systems AB (publ.), - a new issue of series B shares. The board’s decision regarding new issues is to be made with preferential right for current stockholders, and - a new issue of a total maximum of 8,500,000 series B shares upon cash payment and/or including a stipulation of non-cash or share settlement or other condition, thereby making it possible to deviate from the stockholders’ preferential right. The reason for deviation from preferential right is to enable the company to issue shares in connection with the acquisition of companies or businesses. Authorization to acquire and transfer the company’s own shares The board was given the authorization, on one or several occasions during the period up until the next AGM, to: - acquire a maximum of so many shares that the company’s holding on each occasion does not exceed 10 percent of all shares in the company. Acquisition is to be made on the Stockholm Stock Exchange or through an offer made to all stockholders. - transfer the company’s own shares. It will be permissible for the transfer of shares to take place with deviation from the stockholders’ preferential right in connection with acquisitions. The transfer may also be done on a stock exchange with the intent of obtaining liquid capital for payment in connection with company acquisitions. The object of the authorization is to make it possible to continuously adapt the company’s capital structure to its capital needs and thereby contribute to enhance stockholder value. The authorization would also make company acquisition possible. Statutory board meeting During a statutory board meeting in connection with the AGM, Christer Magnusson was reelected as chairman of the board at Nocom AB. Board of Directors, Nocom AB (publ.) For more information, please contact: Stefan Skarin, CEO, Nocom cell phone: 0708 - 65 10 05 e-mail: stefan.skarin@nocom.se Christer Magnusson, chairman of the board, Nocom cell phone: 0708 – 55 34 77 e-mail: cm.fardledning@telia.com