TABY, Sweden, May 8, 2002 (PRIMEZONE) -- Ordinary Shareholders' Meeting in Enea Data AB May 8, 2002
The ordinary shareholders meeting in Enea Data AB May 8, 2002
-- Adopted the Company's and the Group's income statements and balance sheets
-- Approved of the Boards proposal to deal with the Company's profit, meaning no dividend for the year
-- Discharged the Board of Directors and the President from liability for the fiscal year 2001
-- Elected Staffan Ahlberg, CEO and founder of IBS, as new board member. He succeeds Hans Wirfelt. Other board members were re-elected.
-- Authorised the Board to, up until the next annual general meeting, at one or more occasions, adopt resolutions regarding acquisition of the company's own shares on a stock exchange or other authorised market. Acquisitions may only involve shares to the extent that the company's holding of its own shares never exceeds 10% of shares currently issued by the company. Acquisition shall be made at the current market value at each time. Purpose of the authorisation regarding the acquisition of the company's own shares is to give the Board liberty of action when adjusting the company's capital structure and also to facilitate acquisitions. The Board is further authorised to adopt resolutions regarding sale of the company's own shares, all or in part, when acquiring companies or businesses, including sale through by-passing the shareholders' preferential rights and the right to decide that payment may be made in kind, through set-off of claims against the company or on other conditions for subscription in accordance with Chapter 4, Section 6, Paragraph 1 in the Swedish Companies Act. A sale of the company's owns shares shall be made at a market value estimated by the Board.
-- Authorised the Board to, up until the next annual general meeting, at one or more occasions, adopt resolutions regarding new issues of shares of a maximum of 17,846,362 shares, each share with a nominal value of SEK 0.05. The Board may decide on provisions regarding payment in kind, through set-off of claims against the company or on other conditions for subscription in accordance with Chapter 4 Section 6 Paragraph 1 in the Swedish Companies Act, by-passing the shareholders' preferential rights and in other respects decide upon the provisions for the new issue. The issue price shall however be determined on a market-adjusted basis. If the authorisation is used to its full extent, the share capital will increase by SEK 892,318.10, which is equivalent to an increase of the share capital by 10%.
The purpose for by-passing the preferential rights and the right to decide about in kind consideration, offset or on other conditions for subscription in accordance with Chapter 4 Section 6 Paragraph 1 in the Swedish Companies Act is to allow the company to issue shares in connection with acquisitions of companies or businesses.
Prolonged the earlier decision of the transfer of shares in Enea Data AB (each share with a nominal value of SEK 0.05) to certain employees in Enea TekSci Inc according to Enea Data AB's commitment towards the Sellers in connection with the acquisition of Enea TekSci Inc. The transfer is part of the Stock Purchase Agreement and the shares are transferred without any compensation. The prolonged transfer includes a total of 59,930 shares.
Taby May 8, 2002
Enea Data AB
The Board
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