The shareholders in Enea Data AB (publ), reg. No 556209-7146, ("the Company"), hereby summons to an extraordinary shareholders' meeting on Monday 7 January 2002, at 5.00 p.m., at the Company's office, Nytorpsvägen 5, Täby, Sweden.
Background
Upon acquisition of the subsidiaries Enea Redina AB, Enea Epact AB and Enea Tek Sci Inc. during 1999 and 2000, the Company accepted conditions made by the sellers to distribute shares to the employees in the aforementioned subsidiaries, provided that they still were employed within the acquired Enea-company at a certain point of time. Due to formal reasons (the Swedish Act on Issuance of Shares in a Company registered at the Stockholm Stock Market Exchange, SFS 1987:464) a decision by the shareholders' meeting is required to finalise these acquisitions.
Notification
A shareholder, who is registered in the shareholders' register kept by the Värdepapperscentralen VPC AB on December 28 2001 and has notified its participation before January 2 2002 at 5.00 p.m., is entitled to participate at the meeting. The notification shall be made to Enea Data AB (publ) by post on the address P.O. Box 232, SE-183 23 Täby, Sweden, by telephone +46-8-507 140 00 or by e-mail on the address bolagsstamma@enea.se.
If a shareholder has its shares registered with a trustee it has to register its shares in its own name before December 28 2002 to be entitled to participate at the meeting. Such registration can be temporary.
Issues on the shareholders meeting Proposal for agenda
1. Opening of the meeting
2. Election of a chairman for the meeting
3. Approval of the agenda
4. Establishing and approval of the voting list
5. Election of two persons to check the minutes
6. Approval of the summon for the meeting
7. Approval of the share transferred to employees in Enea Redina AB
In November 2001 it was decided that 193,075 shares in the Company at the rate of SEK 6,00 (each share with a nominal value of SEK 0,05), were to be transferred to those employees in Enea Data who still were employed at the Enea-group on September 1 2001. The board proposes that the shareholders' meeting approve to the transfer.
8. Decision regarding the issuance of new shares to employees in Enea Epact AB
The board proposes that the shareholders' meeting decides to issue new shares in the Company corresponding a value of SEK 5,100,000, each share having the value of the final buying-rate recorded on the official stock-exchange list of OM Stockholm's Fondbörs AB (the Stockholm Stock Exchange) on January 2 2002. Each share shall have a nominal value of SEK 0,05 and the shares may only be allotted to those employees in Enea Epact AB who have not terminated their employment at Enea Epact AB before January 2 2002.
9. Decision regarding transfer of shares to the employees in Enea Tek Sci Inc
The board proposes that the shareholders' meeting decides to transfer 74,930 shares in the Company, each share having a value of SEK 6,05 to employees in Enea Tek Sci Inc, who have not terminated their employment at Enea Tek Sci Inc before February 1 2002 and who have reached certain goals set by Enea Tek Sci Inc. Each share shall have a nominal value of SEK 0,05.
10. Closing of the meeting
Documents
The following documents are available at Enea's office from December 31 2001:
- Profit and loss account and balance sheet for the financial year 2000 and half year 2001 and the accountants report.
- The board's proposals regarding the clauses 7, 8 and 9 above.
Täby, December 2001
The Board
The Enea Group offers products, services and training for system and product developers mainly within communication and safety critical applications as well as to other companies where high quality is essential. Our more than 30 years of experience and concept within real-time system contributes to our clients´ fast and safe product development for advanced applications. Enea´s world leading real-time operating system OSE is the kernel in many products from data- and telecom providers. The Enea Group, today counting 880 employees, is located, apart from Sweden where HQ resides at Täby, in Finland, Germany, France, England, Japan and USA, where the HQ for the subsidiary OSE Systems is in San José.