STOCKHOLM, Sweden, March 25, 2004 (PRIMEZONE) -- Framfab's annual general meeting and the subsequent statutory board meeting of March 25, 2004 made the following decisions:
- The income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet, were adopted in accordance with the annual report and auditor's report that had been submitted for the 2003 financial year.
- Retained losses of 131,859,162.78 kronor according to the balance sheet are to be appropriated such that 92,554.416.18 kronor is covered by reduction of the premium reserve and 39,304,746.60 kronor is carried over to the 2004 accounts.
- The members of the board and the CEO were discharged from liability with respect to the financial year.
- Remuneration for the board will total 600,000 kronor, to be allocated as determined by the board. Remuneration to the auditors is to be paid on current account.
- Robert Gogel, Kaj Green, Ty D. Mattingly and Sven Skarendahl were reappointed as board members.
- The chairman of the board was authorized to contact a number of shareholders in the company to appoint at least three representatives, who together will form a nominating committee.
- The articles of association were amended to reduce the par value of the share from 0.10 to 0.05 kronor.
- A reduction in share capital by 39,304,746.60 to 39,304,746.60 kronor for provisions to immediately cover losses in accordance with the balance sheet that had been adopted.
- In order to pay or finance the additional purchase sum to SBI Scient Inc. for the acquisition of SBI Framfab Ltd., the board was authorized to carry out one or more cash and/or in-kind, settlement or other issues totaling a maximum of 35,000,000 million new shares until September 30, 2004, departing from the right of priority of shareholders. If fully exercised, the authorization would dilute total capital and votes by approximately 4.3%.
- In order to finance the acquisitions of companies, departing from the right of priority of shareholders, the board was authorized to carry out one or more cash and/or in-kind, settlement or other issues of new shares until the next annual general meeting. Issues carried out in accordance with the authorization may total up to 55,000,000 shares at a subscription price that does not significantly differ from the market value of the company's stock on each occasion at which the authorization is exercised. If fully exercised, the authorization would dilute total capital and votes by approximately 6.5%.
- Departing from the right of priority of shareholders, the board was authorized to carry out one or more cash and/or in-kind, settlement or other issues of new shares until the next annual general meeting. Issues carried out in accordance with the authorization may total up to 45,000,000 shares at a subscription price that does not significantly differ from the market value of the company's stock on each occasion at which the authorization is exercised. The purpose of the authorization is to strengthen, whenever the need arises, the company's financial position and to ensure financing of the Group's ongoing operating activities. If fully exercised, the authorization would dilute total capital and votes by approximately 5.4%.
- Approval that the company issues a maximum of 6,000,000 employee stock options to the Group's senior executives and key employees, whereby the CEO may be issued a maximum of 1,000,000 options provided that certain financial targets are met during 2004 and an additional maximum of 750,000 annually, while other senior executives and key employees may be issued a maximum of 200,000 options each annually subject to the conditions specified by the Group's option plan, which is based on the policies adopted by the October 11, 2000 special meeting of shareholders.
The annual general meeting of May 7, 2002 resolved to issue up to 7,200,000 purchase options (employee stock options) in accordance with the global option plan adopted by the October 11, 2000 special meeting of shareholders. To date, the Company has issued 3,000,000 of these options, of which 1,750,000 have been exercised and 1,250,000 have expired. To enable the issue of the remaining 4,200,000 options and the 6,000,000 options under the above item, the board was authorized to issue one or more instruments of debt until the next annual general meeting consisting of up to 10,200,000 detachable subscription options. Departing from the right of priority of shareholders, the entitlement to sign the instruments of debt will accrue to wholly owned subsidiaries of the Group. If fully exercised, the authorization would dilute total capital and votes by approximately 1.28%.
Framfab is a leading European communications specialist in digital media and interactive solutions based on Internet technology. Most of Framfab's customers are large international companies, including 3M, American Express, AXA, Carlsberg Breweries, Cheltenham and Gloucester Building Society, the Coca-Cola Company, Danske Bank, DuPont, Ericsson, Hydro Texaco, Kellogg's, Kraft Food International, Lloyds TSB, Nike, Nobel Biocare, Observer, Philip Morris International, Philips, Postbank, SAAB, Sara Lee Douwe Egberts, Vodafone, Volvo Car Corporation, Volvo Group and UBS. Framfab operates in Denmark, Germany, the Netherlands, Switzerland, Sweden and the United Kingdom. The company is quoted on the O list of the Stockholm Stock Exchange (ticker symbol FRAM). For additional information, see www.framfab.com
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-0- Sven Skarendahl, Chairman of the Board, Framfab AB +46 8 41 00 10 00, sven.skarendahl@framfab.se Steve Callaghan, CEO, Framfab AB +46 8 41 00 10 00, steve.callaghan@framfab.com Tobias Bulow, Group Communications Manager, Framfab AB +46 709 41 22 58, tobias.bulow@framfab.se