Annual General Meeting in HiQ International AB (publ)


Annual General Meeting in HiQ International AB (publ) 

The following resolutions were adopted at the Annual General Meeting in HiQ
International AB on 29 April 2009: 


• Gunnel Duveblad, Ken Gerhardsen, Lars Stugemo, Anders Ljungh, Leila Swärd
Ramberg, Christina Ragsten Pettersson and Jukka Norokorpi were re-elected as
members of the Board of Directors. The General Meeting resolved to appoint
Anders Ljungh as Chairman of the Board of Directors.

• The General meeting decided to adopt the annual report and discharge the Board
and the Managing director from liability for the financial year 2008.

• The General meeting decided on a share split and mandatory share redemption
programme. The redemption procedure means that approximately SEK 72 million,
corresponding to SEK 1.40 per share will be repaid to the shareholders. The
decisions made by the General Meeting regarding split and redemption include;
o Decision to execute a share split 2:1, whereby each HiQ share is divided into
two shares. One of these shares will be a so called redemption share.
o Decision to reduce the share capital by mandatory redemption of shares,
whereby 51 605 258 redemption shares are redeemed.
o Decision to increase the share capital by way of a bonus issue, whereby the
company's share capital is increased to its value before the decision to reduce
the share capital.

Payment for each redemption share is SEK 1.40. Record date for the share split
is 12 May 2009. Trading in the redemption shares will take place from 13 May
2009 up to and including 26 May 2009. Record date for the share redemption is 2
June 2009. Payment is expected to take place around 5 June 2009.
• The General meeting decided to issue not more than 1,250,000 warrants. Each
warrant shall entitle the holder to subscribe for one new share. For not more
than 1,000,000 warrants of Series I, the exercise price shall correspond to 110
per cent of the average exchange quotation of the Company's shares on the
Stockholm Stock Exchange during the period commencing 29 April 2009 up to and
including 13 May 2009, and for warrants of Series II, the exercise price shall
correspond to 110 per cent of the average exchange quotation of the Company's
share on the Stockholm Stock Exchange during a period of ten trading days
immediately following the announcement of the interim report for the three first
quarters of 2009. The issued warrants shall be subscribed for by HiQ Stockholm
AB - a wholly owned subsidiary of HiQ International AB - whereby this company
shall offer the warrants to employees within the HiQ Group in Sweden, Denmark
and Finland. HiQ Stockholm AB may subscribe and transfer no more than in total
1,250,000 warrants of Series I and II. If all 1,250,000 warrants are exercised,
the share capital of the Company will increase by SEK 125,000 corresponding to a
dilution of approx. 2.4 per cent of the Company's share capital and votes after
dilution. Considering previously adopted incentive programmes for employees, the
total dilution amounts to approx. 5.4 per cent.  

With purpose of increase participation in the incentive program, the company
intends to subsidise the holders of warrants, who still are employed by HiQ at
the end of the term by way of a bonus payment, which after taxation amounts to
the warrant premium. A prerequisite for the subsidise is that the group has
achieved its long term financial target (presently the equivalent of an
operating profit of 15 per cent).

• The General Meeting decided in accordance with the proposal by the Board of
Directors to authorise the Board of Directors to resolve on purchasing, at one
or several occasions, so many own shares that the company's holding does not at
any time exceed 10 per cent. of the total number of shares in the company. The
purchase of shares shall take place on the OMX Nordic Exchange Stockholm and may
only occur at a price within the share price interval registered at that time,
where the share price interval means the difference between the highest buying
price and lowest selling price. Furthermore, the General Meeting resolved to
authorise the Board of Directors to pass resolutions on transferring the
company's own shares as payment in connection with an acquisition of companies
or businesses, at a price within the share price interval registered at that
time.

• The General Meeting resolved in accordance with the proposal by the Board of
Directors to authorise the Board of Directors to resolve on issues of shares
against payment in kind of no more than 5,000,000 shares, at one or several
occasions, during the period until the next Annual General Meeting in connection
with acquisitions.

• The General Meeting also resolved to establish a Nomination Committee
according to the following principles. The Chairman of the Board of Directors
shall no later than 30 September 2009 convene the four major shareholders in the
company, which each are to elect one representative to the Nomination Committee.
In addition, the Chairman of the Board of Directors can be elected to be a part
of the Nomination Committee. The names of the representatives of the Nomination
Committee shall be announced no later than six months prior to the Annual
General Meeting. The Nomination Committee shall prepare and at the general
meeting leave proposals regarding election of Chairman of the Board of Directors
along with other members of the Board of Directors; fees to the members of the
Board of Directors divided between the Chairman and other members as well as
compensation for work in committees; election of and fee to the auditors and
(where appropriate) any deputy auditors; decisions on principles regarding
election of the Nominating Committee; and Chairman for the Annual General
Meeting.

• The genral meeting resolved a policy on remuneration and other terms of
employement for senior executives, in accordance with the proposal by the Board
of Directors.

HiQ International AB (publ)
The Board of Directors

For further information, please contact:
Lars Stugemo, President and CEO HiQ, tel.: +46 (0)8-588 90 000
Annika Billberg, Head of Corporate Communications HiQ, 
tel.: +46 (0)8-588 90 000, +46 (0)704-200 103.

HiQ is an IT and management consultancy company focusing on high-tech solutions
in the fields of communications, software development and simulation technology.
The company is a leading player in these fields and the Nordic region is its
domestic market. HiQ employs more than 1,000 people at offices in the Nordic
region and Eastern Europe. HiQ is listed on the Nasdaq OMX Nordic Exchange's
MidCap list. For more information, please visit www.hiq.se

Attachments

04292414.pdf