BROMMA, Sweden, March 25, 2002 (PRIMEZONE) -- In accordance with the listing agreement with the Stockholm Exchange, Dimension AB is also announcing the contents of the notice of the Annual General Meeting on April 22, 2002 through a press release.
Attachment: Notice of the Annual General Meeting.
About Dimension
Dimension is an integrator of business-critical IT infrastructure. Its core business is the design, integration and commissioning of advanced server, data storage and security solutions. An important part of its client offering is services, such as analysis, project management, support, operations and maintenance.
Dimension's offering is based on its market-leading competence and experience in IT infrastructure as well as long-term cooperations with leading system suppliers. Clients are primarily in telecommunications, banking & finance, media, manufacturing industry and the public sector. The Group has slightly over 400 employees and is active in Sweden, Norway, Denmark, Finland, Latvia and Lithuania. The head office is located in Bromma, Stockholm. The Dimension share is listed on the Stockholm Exchange's O-list.
Financial information schedule
The interim report for January-March 2002 will be released on April 22, 2002
The interim report for January-June 2002 will be released on August 15, 2002
The interim report for January-September 2002 will be released on October 25, 2002
Annual General Meeting of Dimension AB
Shareholders of Dimension AB (publ) are hereby notified that the Annual General Meeting will be held at 4:00 p.m. on Monday, April 22, 2002 at Berns, Berzelii Park, Stockholm. Meeting language: Swedish
Notification of attendance, etc.
To be entitled to participate in the business of the Meeting, shareholders must:
-- be recorded in the register of shareholders maintained by VPC AB
(the Swedish Securities Register Center) by Friday, April 12,
2002, and
-- notify the company of their intention to attend the Meeting no
later than 3:00 p.m. on Tuesday, April 16, 2002 in writing to
Dimension AB, attn: Yvonne Carpenter, Box 20200, SE-161 02 Bromma,
Sweden, by fax +46 8 29 17 50, or by email:
bolagsstamma@dimension.se.
Shareholders are asked to provide their name, address, daytime telephone number, number of shares and whether they will be accompanied at the Meeting.
Nominee-Registered Shares
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee through the trust department of a bank or a brokerage firm must request that their shares be temporarily re-registered in their own names in the register of shareholders maintained by VPC AB. Shareholders who wish to re-register their shares must notify their nominees well in advance of Friday, April 12, 2002.
Proxies, etc.
Shareholders who are represented by a proxy must authorize the proxy by issuing a power of attorney. If such authorization is issued by a legal entity, an attested copy of the certificate of registration must be attached. The certificate may not be more than one year old. The original authorization and certificate of registration, where applicable, should be sent to Dimension AB, Box 20200, S-161 02 Bromma, Sweden, well in advance of the Meeting.
Proposed Agenda
1. Election of the Chairman of the Meeting
2. Drawing up and approval of the voting list
3. Election of one or two persons to attest to the accuracy of the
minutes
4. Decision on whether proper notice of the Meeting has been made
5. Approval of the agenda and points of order
6. Presentation of the annual report and the auditors' report, as
well as the consolidated financial statements and the auditors'
report for the Dimension Group
7. Adoption of:
a) the income statement and the balance sheet, as well as the
consolidated income statement and the consolidated balance
sheet
b) disposition of the company's earnings in accordance with the
approved balance sheet
c) discharge from liability of the Members of the Board of
Directors and the President
8. Decision on the fees paid to the Board of Directors and auditor
9. Decision on the number of directors and deputy directors to be
elected by the Meeting and the election of the Board of Directors
10. Decision to authorize the Board of Directors to decide on the
issuance of new shares
11. Decision on the incentive program
12. Other matters
13. Adjournment of the Meeting.
Proposals for Decision
Dividend (7b)
The Board of Directors proposes that no dividend be paid to the shareholders.
Fees to the Board of Directors and auditor (point 8)
Shareholders representing approximately 52 percent of the total number of votes in the company have declared their support for the following proposal: Fees of SEK 450,000 will be paid to Board members, distributed in accordance with the decision of the Board of Directors. Directors who are employed by the company will not receive any compensation. Auditor's fees will be paid as invoiced.
Election of the Board of Directors and auditor (point 9)
Shareholders representing approximately 52 percent of the total number of votes in the company have declared their support for the following proposal: The Board of Directors will consist of five members and two deputies. The following candidates are nominated for reelection: Directors Bjorn Boldt-Christmas, Leif Svensson, Ulf Ivarsson and Lars Idermark as well as deputies Bjorn Pettersson and Irene Axelsson.
At present, there is no proposal for a fifth director. If a proposal is presented before the Annual General Meeting, Dimension will announce it in accordance with the Exchange Committee of Swedish Industry and Commerce's recommendation on the release of information prior to the election of board members of publicly listed companies.
It has been duly noted that there will be no auditor's election, since the auditor was elected for a period of four years at the Annual General Meeting in 2001.
The accounts and auditor's report will be made available to shareholders at the company's office at Adolfsbergsvaegen 31, Bromma, as of April 8, 2002. Copies of the accounts will be sent upon request to shareholders who provide their mailing address.
Authorization of the Board of Directors to decide on new share issues (point 10)
The Board proposes that the Annual General Meeting authorize the Board to decide on new share issues according to the following conditions:
-- The authorization comprises the issue of not more than 3,000,000
new shares with a par value of SEK 0.02 per share.
-- The authorization may be utilized until the next Annual General
Meeting to decide on new share issues on one or more occasions.
-- Deviations are permitted from the shareholders' preferential
subscription rights.
-- Payment for subscribed shares may be settled per contra or for
consideration in kind.
The reason why the issue may deviate from the shareholders' preferential subscription rights is the company's desire to facilitate acquisitions.
Incentive Program (point 11)
The Board proposes that the Annual General Meeting approve an incentive program with the following principal points:
A) Offering to Purchase Warrants
Promissory notes with a nominal value of not more than SEK 9,135, combined with not more than 913,500 warrants to subscribe for new shares, will be made available for subscription, with a deviation from the preferential rights of the shareholders, to a wholly owned subsidiary of Dimension AB, with the right and obligation for the subsidiary to transfer the warrants to employees of the Dimension Group in Sweden and internationally. The promissory notes will be issued in multiples with a nominal value of one krona at a price corresponding to the nominal amount. The promissory notes will carry no interest and will fall due for payment on June 30, 2002. Promissory notes will be combined with a total of 913,500 warrants with the right to subscribe for one new share in Dimension from May 10, 2004 through May 10, 2005, at a subscription price corresponding to approximately 130 percent of the average of Dimension's listed share price during the period April 29 through May 7, 2002. Members of Group management and senior executives (26 individuals) will be entitled to purchase not more than 8,000 warrants each and will be guaranteed an allotment of 4,000 warrants each. Other key employees (around 75 individuals) will be entitled to purchase not more than 5,000 warrants each and will be guaranteed an allotment of 2,500 warrants each. Other employees will be entitled to purchase not more than 4,000 warrants each and will be guaranteed an allotment of 2,000 warrants each. Applications to purchase warrants must be submitted during the period April 29 through May 14, 2002. The price per warrant will be determined on May 7, 2002 after the conclusion of trading in shares of Dimension and will correspond to the market value determined according to a valuation by Handelsbanken Securities. Payment must be submitted by June 7, 2002. Allotments will be made in round lots of 500 warrants. In the event of an over subscription, allotments over and above the guaranteed allotment will be made to all those who requested additional allotments, one round lot at a time, and, if such allotments cannot be accommodated, by lottery, if so decided by the Board of Directors. Warrants that are not allotted in the above- mentioned offering will be made available to employees who are subsequently hired, at not more than 4,000 warrants per person at the current market price at the time of transfer.
B) Allotment of Employee Stock Options
The stock-option program will comprise a total of not more than 437,250 options. Each option will entitle its holder to subscribe for one share in Dimension AB at a strike price corresponding to an amount equal to approximately 120 percent of the average price of the Dimension share during the period April 29 through May 7, 2002. The options will not constitute securities and cannot be transferred to third parties.
The right to acquire shares with the options can be exercised by 50% from May 10, 2004 through May 10, 2006. The other half can be utilized from November 10, 2005 through May 10, 2006. In both cases, to exercise the options the individual in question must still be employed by the Dimension Group (though retaining the right to exercise the options by heirs in the event of death or after retirement).
Employee stock options will be allotted to members of Group management and senior executives (26 individuals) as well as to other key employees (around 75 individuals), provided that the person in question acquired warrants in the offering described above under A. Allotments will be issued in round lots of 750 employee stock options for every round lot of 500 warrants allotted to the executive in question. However, the maximum allotment will be 6,000 options for each member of Group management and senior executive and 3,750 options for each of the other key employees. Allotments will be made available to future employees who have acquired warrants according to the above, though only on the condition that the most recent price paid for the Dimension share at the time of allotment does not exceed the strike price.
The Board of Directors also proposes that the Annual General Meeting, to ensure fulfillment of the commitment according to the employee stock option program above, approve its decision to issue promissory notes combined with warrants to subscribe for new shares according to the following principal terms:
Promissory notes with a nominal value of not more than SEK 5,597, combined with not more than 559,700 warrants to subscribe for new shares, will be made available for subscription, with a deviation from the preferential rights of the shareholders, to a wholly owned subsidiary of Dimension AB, to ensure fulfillment of the commitment in accordance with the employee option program above. The promissory notes will be issued at a price corresponding to the nominal amount and will carry no interest and will fall due for payment on June 30, 2002. Each warrant will carry the right to subscribe for one share during the period May 10, 2004 through May 10, 2006 at a subscription price equal to the strike price for the employee stock options.
After subscribing for promissory notes with the warrants , the subsidiary will detach and have at its disposal warrants to fulfill the commitments arising from the employee stock option program described above. The subsidiary will be able to dispose of not more than 122,450 warrants to finance any social security costs, etc. in connection with the implementation of the employee stock option program.
The reasons for the Board's proposal for option programs that deviate from shareholders' preferential rights is as follows. By giving employees a personal, long-term ownership stake in the company, the Board expects that they will share the same objectives as shareholders, since a portion of their compensation would be linked to the company's long-term appreciation in value. It is important for the company to create opportunities to recruit and retain competent management personnel. The Board therefore considers the offer beneficial to both the company and its shareholders.
The dilution effect, if the warrants are fully utilized, corresponds to approximately 4.4 percent of the share capital and votes. The above decisions require the approval of shareholders with at least 9/10 of the votes cast and the shares represented at the Meeting.
The Board's complete proposal regarding point 11 will be made available to shareholders at the company's office at the above address and on the company's website, www.dimension.se, as of Monday, April 8, 2002. The Board's complete proposal regarding point 10 will be made available in the same manner as of Monday, April 15, 2002. The company will mail the material free of charge to shareholders upon request.
Registration of shareholders begins at 3:00 p.m.
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