STOCKHOLM, Sweden, March 14, 2002 (PRIMEZONE) -- Shareholders in Adera AB (publ) are hereby invited to attend an Extraordinary General Meeting to be held on March 28, 2002 at 10:00 a.m., at Adera's premises, Gaevlegatan 22, Stockholm, Sweden.
NOTIFICATION
Shareholders who wish to participate in the Meeting must be listed in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) not later than March 18, 2002 and notify the company of their intent to participate in the Meeting not later than March 25, 2002 at 3:00 p.m. Notification may be made in writing to the company at the following address: Adera Sweden AB, Attn: Tony Ryden, Gaevlegatan 22, 113 30 Stockholm, Sweden. Notification can also be made by e-mail to tony.ryden@aderagroup.com, by fax on +46 8 587 775 91 or by telephone on +46 8 587 775 10. In notifying the Company, shareholders must state their name/company name, national registration/corporate registration number, address and telephone number.
RIGHT TO PARTICIPATE
Only shareholders whose shares are registered in their own name are entitled to participate in the Meeting. Shareholders whose shares are registered in the names of nominees, through the trust department of a bank or other trustee, must temporarily re-register the shares in their own names at VPC not later than March 18, 2002.
Proposed agenda
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the list of shareholders
entitled to vote at the Meeting.
4. Approval of the agenda.
5. Election of minutes-checkers.
6. Determination of whether the Meeting has been duly convened.
7. Matter concerning approval pursuant to the Act (1987:464)
concerning Certain Directed Placements in Stock Market
Companies, etc, of the transfer of all the shares in the
subsidiary Adera Kommunikation AB.
8. Closure of the Meeting.
PROPOSAL FROM THE BOARD
The company has, subject to approval from the shareholders, entered into an agreement concerning a sale of the subsidiary to the management and key employees of the subsidiary. Rolf Jansson, the founder of Adera, will acquire the majority of the shares in the subsidiary. The purchase price for the shares amounts to SEK 1,000,000. An intra-company loan of SEK 6,061,000 will be quarterly amortised by the subsidiary and be finally paid 28 months after the transfer date. The company has the option to convert due amounts into shares in the subsidiary.
Documentation etc.
The Board's statement with regard to the proposal to sell the shares in the subsidiary and a summary of a valuation statement according to the Listing Agreement with Stockholmsborsen AB is available on the company's website www.aderagroup.com and at the company. A valid resolution of the sale demand the assistance of shareholders with at least 9/10 of both the votes cast and the shares represented at the meeting.
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