SOLNA, Sweden, April 22, 2003 (PRIMEZONE) -- Shareholders in Frontec AB (publ) (Other OTC:FRNRF) are hereby notified that the Annual General Meeting will be held at 3:00 p.m. on May 14, 2003 at Tegen Konferens, Sundbybergsvagen 9, Solna.
Notification of attendance, etc.
Shareholders who wish to participate in the Meeting must be recorded in the shareholders' register maintained by Vardepapperscentralen VPC AB (the Swedish Securities Register Center) not later than Friday, May 2, 2003 and must notify the company in writing at Frontec AB, Box 71, SE- 171 74 Solna, Sweden, not later than May 9, 2003. Notification may also be made by telephone +46 8 587 974 00, fax +46 8 587 975 81, e-mail hq@frontec.se or via Frontec's website at www.frontec.se. Shareholders are asked to provide their name, address, telephone number and personal or corporate identity number.
Shareholders who plan to be represented by proxy must submit a power of attorney together with their notification. Those representing a legal entity must include a copy of a registration certificate or other similar documentation issued by an authorized signatory.
To be entitled to vote at 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 shareholders' register maintained by VPC AB. Shareholders must notify their nominees well in advance of May 2, 2003, at which time re-registration must be complete.
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. Approval of the agenda.
5. Decision whether proper notice of the Meeting has been made.
6. Presentation of the annual report and the auditors' report, as well
as the consolidated financial statements and the auditors' report for
the Group for the fiscal year 2002, in addition to the address by the
President.
7. Decisions on
a) approval of 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 result in accordance with the
adopted balance sheet
c) discharge from liability of the members of the Board of
Directors and the President.
8. Decision on the number of directors and deputy directors, as well as
the number of auditors and deputy auditors.
9. Decision on the fees paid to the Board of Directors and auditors.
10. Election of the Board of Directors, deputy directors, auditors and
deputy auditors.
11. Decision whether the highest allowable share capital shall amount to
four times the lowest allowable share capital.
12. Decision to amend the Articles of Association.
13. Decision with reference to the Board of Directors' proposal to
reduce the company's share premium reserve by 148,344,823 kronor.
14. Proposal from the Swedish Association of Share Investors that the
Annual General Meeting shall appoint a nominating committee.
15. Proposal from the Swedish Association of Share Investors that the
Annual General Meeting shall instruct the Board of Directors to appoint
a compensation committee.
16. Proposal from the Swedish Association of Share Investors that the
Annual General Meeting shall instruct the Board of Directors to appoint
an audit committee.
17. Other matters that come before the Meeting in accordance with the
Swedish Companies Act or the Articles of Association.
PROPOSALS BY THE BOARD OF DIRECTORS
Proposed disposition of profit (item 7b)
The Board of Directors and the President recommend that the accumulated deficit of 225,867,340 kronor be covered by utilizing 225,867,340 kronor from the share premium reserve.
Board of Directors, etc. (items 9 and 10)
Shareholders representing approximately 50 percent of the total number of votes in the company propose:
that the fee paid to the Board of Directors' external members be set at SEK 900,000, distributed as determined by the Board of Directors. that the Board of Directors be comprised of five members, of whom Ulf J. Johansson, Bengt Wallentin, Dag Sehlin, Ann Nilsson and Goran Carstedt are recommended for reelection.
Decision to amend the Articles of Association (item 12) The Board of Directors proposes the following amendments:
That the company shall issue only Class A shares, each of which represents ten votes, and Class B shares, each of which represents one vote. The proposed amendments to the Articles of Association otherwise state that the company may no longer issue Class C, D and E preferred shares.
Reduction in the company's share premium reserve (item 13)
The Board of Directors and the President propose that the share premium reserve be reduced by an additional 148,344,823 kronor for allocation to a non-restricted reserve to be appropriated by the Annual General Meeting
The Board of Directors' complete proposal
The Board of Directors complete proposal, including the Articles of Association in their amended wording, will be made available at the company's offices at least two weeks prior to the Annual General Meeting and will be sent to shareholders upon request.
Solna, April 2003 The Board of Directors
More information, contact Jan Rehn, Director of Communications and Investor Relations, at +46 31 707 1179.
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