STOCKHOLM, Sweden, Oct. 23, 2003 (PRIMEZONE) -- Notice convening a special meeting of shareholders of Framfab AB (publ)
The shareholders of Framfab AB (publ) are hereby invited to attend a special meeting of shareholders at 2 PM on Wednesday, November 12, 2003 at Naringslivets Hus, Storgatan 19, in Stockholm.
Notification, etc.
Any shareholder wishing to attend the meeting must
-- be entered into the stock register kept by VPC AB by October 31, 2003
-- notify the Company by 4 PM on November 6, 2003 by writing to Framfab AB
(publ), attn: Anita Hallgren, Box 38078, SE-100 64 Stockholm, Sweden,
faxing to +46 8 411 65 95, calling +46 8 41 00 10 39 or e-mailing to
anita.hallgren@framfab.se. Notification should include the
shareholder's name, civic registration no. or corporate identification
no., number of shares held, address, phone number and number of
representatives.
In order to attend the meeting, any shareholder whose shares are registered in the name of an authorized agent must request temporary entry in the stock register. The shareholder must notify the authorized agent well ahead of October 31, 2003.
Proposed agenda
1. Selection of the chairman of the meeting
2. Preparation and approval of the list of shareholders entitled to vote at the meeting
3. Approval of the agenda
4. Selection of one or two people to check the minutes
5. Verification that shareholders have been duly notified of the meeting
6. Decision concerning the Board's proposed non-cash issue
7. Selection of member of the Board
8. Other matters that have been duly referred to the meeting
9. Adjournment of the meeting
Proposals
Decision concerning the Board's proposed issue for non-cash consideration (Item 6)
The Board asks the meeting to approve the Board's decision of October 21, 2003 to issue no more than 95,000,000 new shares at a par value of SEK 0.10 each. The new shares may be subscribed for by SBI Scient, Inc. The shares are to be paid for by means of an issue in kind of all shares in SBI and Company UK Limited. Based on the market price of the Framfab share, the board assesses that, in accordance with the Swedish Financial Accounting Standards Council's recommendation RR 1:00 section 36, the shares contributed in kind will be valuated to SEK 71,100,000 in the company's balance sheet. In that case, the subscription price would be SEK 0.47 per share. However, it follows from the Council's recommendation that the value can change in accordance with the price of the Framfab share at the time of the transaction.
Selection of member of the Board (Item 7)
Proposed election of Ty D. Mattingly as new member of the Board.
Other matters
The Board's complete proposal in accordance with Item 6 above, as well as documents pursuant to Part 4, Sections 4 and 6 of the Swedish Companies Act (1975:1385) will be available from the Company at Krukmakargatan 37A, Stockholm, Sweden, phone +46 8-410 010 39, as of November 5, 2003. Shareholders wishing to obtain these documents may notify the Company, after which time the material will be e-mailed or sent through the regular mail.
Stockholm, October 2003
Framfab AB (publ)
Board of Directors
Framfab is a leading European specialist in digital media solutions and communication based on Internet technology. Most of Framfab's customers are big international companies, including 3M, AXA, the Coca-Cola Company, Danske Bank, Ericsson, Hydro Texaco, IKEA, Kellogg's, NEC Packard-Bell, Nike, Observer, Postbank, SAAB, Volvo Car Corporation and UBS. Framfab operates in Denmark, Germany, the Netherlands, Sweden and Switzerland. The company is quoted on the O list of the Stockholm Stock Exchange (ticker symbol FRAM). For more information, please visit www.framfab.com.
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The following files are available for download:
http://www.waymaker.net/bitonline/2003/10/23/20031023BIT01480/wkr0001.doc
http://www.waymaker.net/bitonline/2003/10/23/20031023BIT01480/wkr0002.pdf