Decisions Made at the Annual General Meeting of Nordic Baltic Holding on 11 April 2000.Business Editors STOCKHOLM Stockholm (stŏk`hôlm'), city (1995 pop. 692,954), capital of Sweden and of Stockholm co., E Sweden, situated where Lake Mälaren flows into the Baltic Sea. , Sweeden--(BUSINESS WIRE)--April 11, 2000 Merger With Unidanmark Was Approved at the Annual General Meeting of Nordic Baltic Holding Merger with Unidanmark At today's Annual General Meeting of Nordic Baltic Holding, the Board of Director's decision on a new issue to Unidanmark's shareholders and thus also the merger with Unidanmark was approved. Dividends A decision was made at the Annual General Meeting to pay dividends amounting to SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1.75 per share. The record date for the dividends is Friday April 14, 2000. The dividends are expected to be paid on 19 April, 2000. Board members Jacob Jacob (jā`kəb), in the Bible, ancestor of the Hebrews, the younger of Isaac and Rebecca's twin sons; the older was Esau. In exchange for a bowl of lentil soup, Jacob obtained Esau's birthright and, with his mother's help, received the blessing Palmstierna and Juha Niemela resigned from their positions as Board members. The following board members were elected at the Annual General Meeting: Dan Andersson Dan Andersson (1888 - 1920) was a known Swedish proletarian writer and poet. He was also a Socialist. Andersson grew up in a poor family in a village in Dalarna. His father was of Finnish origin and his mother had Walloon ancestors. , Edward Andersson, Rune rune Any of the characters within an early Germanic writing system. The runic alphabet, also called futhark, is attested in northern Europe, Britain, Scandinavia, and Iceland from about the 3rd century to the 16th or 17th century AD. Brandinger and Mikko Kivimaki for one year, and Hans Dalborg Hans Folkeson Dalborg (b. 21 May 1941 in Säter, Dalarna) is a Swedish business executive, who since 2002 is chairman of the board of Nordea. Dalborg completed a B.A. , Bernt Magnusson, Timo Peltola Timo Peltola (born 12 June 1972) is a Finnish judoka. Achievements Year Tournament Place Weight class 2001 European Judo Championships 5th Half heavyweight (100 kg) 1998 European Judo Championships 7th Half heavyweight (100 kg) References Conditional on the merger with Unidanmark, the Board of Directors shall have the following members instead: Dan Andersson, Edward Andersson, Rune Brandinger, Claus Hoeg Madsen and Timo Peltola and a deputy member Thorleif Krarup for one year, and Hans Dalborg, Jorgen Hoeg Pedersen, Bernt Magnusson and Vesa Vainio for two years. Mikko Kivimaki will then resign from his position as the Board member. Jorgen Hoeg Pedersen is the Chairman of the Board, Claus Hoeg Madsen is the Vice Chairman of the Board and Thorleif Krarup the President of Unidanmark A/S. Jorgen Hoeg Pedersen is the Managing Director of Kobenhavns Engros Grontorv. Claus Hoeg Madsen is a lawyer. Reduction of the share capital and the share premium reserve A decision was made at the Annual General Meeting to reduce the Company's share capital with SEK 2,091,067,728. The reduction shall be effected by reduction of nominal value Nominal Value The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. of shares to SEK 3.50 and by making amendments to the articles of association accordingly. It was further decided that the Company's share premium reserve shall be reduced with SEK 8,417,126,504.50. The amount corresponding to the reduction shall be allocated to a reserve for purposes decided by a general meeting of shareholders. New issue With the decision made by the Board of Directors and approved by the Annual General Meeting, the share capital and the share premium reserve shall be increased through a new issue of shares targeted at the shareholders of Unidanmark, resulting in an increase of the Company's share capital with not more than SEK 3,136,592,249 by issuing not more than 896,169,214 new shares at a nominal value of SEK 3.50 per share. The Annual General Meeting authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: the Board of Directors, in case the new issue is not fully subscribed Fully Subscribed A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of , to decide on a complementary new issue with the highest possible amount and the highest number of shares. Amendments to the articles of association Decisions were made at the Annual General Meeting on specific amendments to the articles of association concerning the merger with Unidanmark. The decisions on the reduction of the share capital and the share premium reserve, on approval of the new issue, and on amendments to the articles of association shall come into effect provided that the merger with Unidanmark is finalised. Acquisition of the Company's own shares The Board of Directors shall be authorized to, prior to the next Annual General Meeting, decide on acquisition of the Company's own shares on a Stock Exchange, or by means of an acquisition offer directed to all shareholders in the Company, so that the Company's holding of own shares may not at any time exceed ten percent of the total number of shares in the Company. Nordic Baltic Holding has currently no own shares. Acquisition of the Company's own shares on a Stock Exchange is possible only at the price falling within the current price range confirmed by the Stock Exchange, which means the range between the highest purchase price and the lowest selling price. Acquisition of shares for all shareholders in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the proposed acquisition offer may take place only at the price not exceeding the price quoted on the Stock Exchange at the time of the offer added with 30 percent. The purpose of potential acquisition of shares is to return assets to the shareholders of the Company and thus improve the use of the assets. Euro as the accounting currency The Annual General Meeting decided that as of 1 January 2001 the Company shall have euro as its accounting currency, and the share capital and the nominal value of the shares shall be denominated in euro. The decision was amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. to the articles of association. Please visit http://www.bit.se for further information The following files are available for download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. : http://www.bit.se/bitonline/2000/04/11/20000411BIT01520/bit0001.doc http://www.bit.se/bitonline/2000/04/11/20000411BIT01520/bit0002.pdf |
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