UPPSALA, Sweden, March 28, 2002 (PRIMEZONE) -- Notice is hereby given that your attendance is requested at the Annual General Meeting of Pricer AB (publ) which will be held in Radisson SAS Hotell Gillet, Dragarbrunnsgatan 23, Uppsala, on Thursday, April 25, 2002 at 5 p.m.
Notification of Attendance
Shareholders who wish to participate in the Annual General Meeting must be recorded in the register of shareholders maintained by the Swedish Securities Register Centre, VPC, no later than Monday, April 15, 2002 and must notify the Company no later than 4 p.m. on Monday, April 22, 2002 in writing to Pricer AB (publ), Kristallen, SE-754 51 Uppsala, Sweden, by telephone +46 18-18 81 00, by fax +46 18-69 60 56 or by e-mail: info@pricer.se. The notification should include name, address, telephone number, personal or corporate identity number and number of shares held.
To be entitled to participate at the Meeting, shareholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name with VPC. Shareholders must notify their trustees well in advance of April 15, 2002.
Evidence of the right to attend, such as power of attorney and company registration certificate should, where applicable, be sent to Pricer AB before the AGM.
Business
1. Opening of the AGM.
2. Election of Chairman of the AGM.
3. Drawing up and approval of voting list.
4. Approval of Agenda.
5. Election of persons to verify the Minutes.
6. Review of procedures to establish if the AGM has been duly
convened.
7. Statement by the President of Pricer AB.
8. Submission of annual report, consolidated financial statements
and audit report.
9. Resolutions
a) the adoption of the statement of income and balance sheet of
the parent company and the Group
b) the distribution of the Company's loss in accordance with the
adopted balance sheet
c) the discharge from liability of the Members of the Board of
Directors and the President.
10. Determination of remuneration of the Board of Directors and the
Auditors.
11. Election of Board Members.
12. Issue of debt instrument linked with detachable warrants for
subscription of new shares.
13. Authorisation of issue.
14. Closing of the AGM.
Issue of Debt Instrument Linked With Detachable Warrants for Subscription of New Shares (item 12 above)
Resolution to raise a subordinated loan for a nominal value of SEK 1,000 through an issue linked with 3,000,000 detachable warrants for subscription of series B shares, each with a nominal value of ten ore (SEK 0.10). The warrants shall be detached and transferred, free of charge, to senior executives and other employees in Pricer AB and some other key individuals. The debt instrument shall mature for payment on December 31, 2002 and will run at an annual interest of six per cent.
Each warrant entitles its holder to subscribe for one new Series B share during the period May 1, 2003 to April 30, 2005 inclusive. The subscription price shall be 170 per cent of the average latest price paid for series B shares in the company on the OM Stockholm Exchange on every trading day during the period April 11 - 22, 2002.
The issue will be made with a departure from the shareholders' right of preference and the debt instrument subscribed by Pricer Communication AB (a wholly-owned subsidiary of Pricer AB). On full exercising of the warrants, the share capital will increase by SEK 300,000, equivalent to a dilution effect of approximately 1.3 per cent of the total share capital and approximately 2.8 per cent of the total number of votes. Including previous outstanding warrant schemes, the dilution effect amounts to approximately 2.8 per cent of the total share capital and approximately 2.7 per cent of the total number of votes. Taking into account the subscription price for previous outstanding warrants, it is not anticipated that these will be exercised for subscription of shares.
The reason for a departure from the shareholders right of preference is that, through a well considered incentive scheme, the company has found it appropriate to be able to offer senior executives and other employees a stakeholding. As a result, these officers will be given an opportunity to share in the growth and development of the company.
The Annual General Meeting's approval relating to item 12 is only valid if it is supported by shareholders representing no fewer than nine tenths of the votes cast and the shares represented at the AGM.
Authorisation of Issue (item 13 above)
The Board of Directors proposes that the AGM authorises the Board to make decisions, on one or several occasions, to issue not more than 15,000,000 series B shares until the date of the next Annual General Meeting. The Board should be able to decide on a new issue with a departure from the shareholders' right of preference with or without a provision for a non-cash issue.
The reason for a departure from the right of preference and non-cash issue is to enable the company to issue shares for acquisition of companies, operations and rights.
Documents for the AGM
The Annual Report and the Audit Report for the 2001 financial year have recently been distributed to the shareholders within the framework of the ongoing rights issue. The Board of Directors' full proposal for resolutions relating to item 12 above will be available at the company's office from April 11, 2002. The documents will be mailed to shareholders on request.
Dividend
The Board of Directors proposes that no dividend is paid for the 2001 financial year.
Pricer AB (publ) was founded in 1991 in Uppsala and has built a leading position in the world market as a supplier of electronic display and information systems to the retail industry. Pricer offers electronic information systems intended to improve significantly customer benefit and improve retail profitability. Through Pricer's cooperation with highly competent partners, customers are offered a totally integrated solution together with the supplementary products, applications and services offered by our partners. The Pricer share is quoted on the O-list of Stockholm Exchange. For further information, please visit Pricer's Website, www.pricer.se. Registration to receive news releases automatically via e-mail can be made through the Website.
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