STOCKHOLM, Sweden, April 1, 2002 (PRIMEZONE) -- The Board of Directors for HiQ International AB (publ) hereby gives notice to the Annual General Meeting that will take place on Thursday, May 2, 2002 at 6 p.m., at the company's premises in Stockholm at Sveavagen 17, 17th floor, please see enclosed notice.
At the general meeting inter alia the following proposals will be presented:
-- The Board of Directors proposes a dividend of SEK 21,850 thousand, which corresponds to SEK 0.50 per share based on the total number of outstanding shares. The proposed record day is Tuesday 7 May 2002. If the General Meeting resolves according to the Board of Directors' proposal, the dividend is expected to be paid by VPC AB on Monday, 13 May 2002.
-- The Board of Directors proposes that the General Meeting adopts a resolution to issue subordinated debentures with not more than 803,000 detachable warrants. Each warrant shall entitle the holder to subscribe for one share with a nominal value of SEK 0.10. Warrants may be issued in two series with no more than 743,000 warrants in each series. However, the total number of warrants may not exceed 803,000 warrants. The exercise price shall correspond to 110 per cent of the average exchange quotation of the company's shares. The term of each warrant shall be approximately two years from the date the exercise price was established. The right to subscribe for debentures shall inure to the wholly owned subsidiary HiQ Data AB, which shall detach and transfer the warrants to current and future employees of the group. If all 803,000 warrants are exercised, the share capital of the company will increase by SEK 80,300 corresponding to a dilution of approx. 1.8 per cent of the company's share capital and votes. Considering previously adopted incentive programs for employees, the total dilution amounts to approx. 4.3 per cent.
-- The Board of Directors proposes that the Board of Directors shall be authorized to issue no more than 4,000,000 shares, at one or several occasions, during the period until the next Annual General Meeting. The authorization is proposed to include a right to issue shares against payment in kind.
-- Shareholders representing approximately 21 percent of the total number of votes propose re-election of the directors Hans Karlsson, Ken Gerhardsen, Per Ostlund, Lars Stugemo, Carl Bildt and Anders Ljungh. HiQ is an IT and management consultancy that focuses on high tech solutions in the fields of communication and simulation technology. The company is a leader in these fields, and the Nordic region is its domestic market. HiQ employs some 450 people at offices in Sweden, Norway, Denmark and Finland. HiQ is listed on Stockholmsborsen. For more information, please visit www.hiq.se
Notice to Ordinary Shareholders' Meeting in HiQ International AB (publ)
The shareholders of HiQ International AB are hereby invited to the Annual General Meeting to be held on Thursday 2 May 2002 at 6.00 p.m. at the company's premises in Stockholm at Sveavagen 17, 17th floor.
Notice of Attendance
Shareholders who wish to attend the General Meeting shall;
--have entered to the share ledger at VPC AB latest on Monday, April 22, 2002, and
-- give notice of his or her intention to participate at the General Meeting latest Monday, April 29, 2002 at 4 p.m.
Notice of attendance at the General Meeting shall be made in writing to P.O. Box 7421, 103 91 Stockholm, or by fax +46 8 588 90 001, or on the company's Website www.hiq.se or by e-mail to anna.svensson@hiq.se
Owners with nominee-registered shares must, in order to participate at the General Meeting temporarily register the shares in his or her own name. Such shareholder must notify its nominee regarding the above-mentioned matter in due time before 22 April 2002.
Proposed Agenda
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to certify the minutes.
5. Establishment of whether the meeting has been duly convened.
6. The Managing Director's report.
7. Presentation of the Annual Report and the Auditor's Report and
the Consolidated Financial Statement and the Group Auditor's
Report.
8. Resolution regarding
a) adoption of the profit and loss statement and the balance
sheet and the consolidated profit and loss statement and
consolidated balance sheet,
b) appropriation of the company's profit according to the adopted
balance sheet, and,
c) discharge from liability for the members of the Board of
Directors and the Managing Director.
9. Resolution regarding fees for the Board of Directors.
10. Resolution regarding the number of members and deputy members of
the Board of Directors.
11. Election of members and deputy members of the Board of
Directors.
12. Resolution regarding issue of subordinated debentures with
detachable warrants.
13. Resolution regarding authorization for the Board of Directors to
issue shares.
14. Other matters duly referred to the Meeting.
Proposal
Dividends (item 8b)
The Board of Directors proposes a dividend of SEK 21,850 thousand, which corresponds to SEK 0.50 per share based on the total number of outstanding shares. The proposed record date is Tuesday, May 7, 2002. If the General Meeting decides according to the Board of Directors' proposal, the dividend is expected to be paid by VPC AB on Monday, May 13, 2002.
Board of Directors (items 9-11)
Shareholders representing approximately 21 per cent of the total number of votes propose that the Board of Directors shall consist of six members. It is proposed that Hans Karlsson, Ken Gerhardsen, Per Ostlund, Lars Stugemo, Carl Bildt and Anders Ljungh shall be re-elected as members of the Board of Directors. Moreover it is proposed that a fee of total SEK 550,000 shall be distributed among the board members not being employed within the HiQ group.
Resolution regarding issue of subordinated debentures with detachable warrants (item 12).
The Board of Directors proposes that the General Meeting adopts aresolution to issue subordinated debentures with not more than 803,000 detachable warrants. Each warrant shall entitle the holder to subscribe for one share with a nominal value of SEK 0.10. Warrants may be issued in two series (Series I and II) with no more than 743,000 warrants in each series. However, the total number of warrants in Series I and II may not exceed 803,000 warrants. For warrants in Series I the exercise price shall correspond to 110 per cent of the average exchange quotation of the company's shares during the period commencing April 26, 2002 up to and including May 13, 2002, and for warrants in Series II the exercise price shall correspond to 110 per cent of the average exchange quotation of the company's share during a period of ten trading days right after the submission of the interim report for the three first quarters of 2002. The term of each warrant shall be approximately two years from the date the exercise price was established.
The right to subscribe for debentures shall inure to the wholly owned subsidiary HiQ Data AB, which shall detach and transfer the warrants to current and future employees of the group. Transfer of warrants may be made at a price below the market price of the warrants. The CEO and the Managing Director for HiQ Data AB may not acquire more than 16,000 warrants and shall be guaranteed to acquire 10,000 warrants; each member of the senior management and other key employees may not acquire more than 8,000 warrants and shall be guaranteed to acquire 4,000 warrants; all other the employees may not acquire more than 4,000 warrants each and shall be guaranteed to acquire 1,000 warrants each.
If all 803,000 warrants are exercised, the share capital of the company will increase by SEK 80,300 corresponding to a dilution of approx. 1.8 per cent of the company's share capital and votes. Considering previously adopted incentive programs for employees, the total dilution amounts to approx. 4.3 percent.
The purpose of the proposal is to create opportunities to keep and to recruit competent employees to the HiQ group and to increase the motivation amongst the employees. The Board of Directors considers that the introduction of an incentive program as described above is in the favor of the HiQ group and for the shareholders.
A resolution regarding approval of the incentive program as set out above, must be supported by shareholders representing at least ninety (90) percent of the shares and the numbers of votes represented at the General Meeting.
Authorization for the Board of Directors to issue shares (item 13).
The Board of Directors proposes that the Board of Directors shall be authorized to issue no more than 4,000,000 shares, at one or several occasions, during the period until the next Annual General Meeting. The authorization is proposed to include a right to issue shares against payment in kind.
Miscellaneous
From April 18, 2002, the complete text of the Board of Directors' proposals as set out above will be obtainable at the company's premises in Stockholm at Sveavagen 17, 17th floor, on the company's Website, www.hiq.se and sent to the shareholders who have notified to participate at the Annual General Meeting. Other shareholders who wish to receive those documents may notify the company, whereupon the documents will be sent by mail or by e-mail.
Annual Report
Shareholders who wish to receive the printed version of the Annual Report for the fiscal year 2001, please order the report from the company by telephone +46 8 588 900 00, by fax +46 8 588 900 01 or by e-mail: anna.svensson@hiq.se
HiQ is an IT and management consultancy that focuses on high tech solutions in the fields of communication and simulation technology. The company is a leader in these fields, and the Nordic region is its domestic market. HiQ employs some 450 people at offices in Sweden, Norway, Denmark and Finland. HiQ is listed on Stockholmsborsen. For more information, please visit www.hiq.se
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