Compulsory Acquisition of the shares in Lawson International AB (publ) – Unofficial Translation of the Arbitrators’ Notice dated 7 September 2006
The following text is an unofficial translation – prepared by Lawson Software, Inc. – of the arbitrators’ notice regarding compulsory acquisition of the shares in Lawson International AB (publ), published in Post- och Inrikes Tidningar and Svenska Dagbladet on 7 September 2006 and sent by mail the same day to the minority shareholders whose postal address was known to the company.
To shareholders in Lawson International AB (publ)
Lawson Software, Inc., holding more than 90 percent of the shares in Lawson International AB (publ), previously under the name of Intentia International AB (publ), has declared that it wishes to acquire the remaining shares in this company and has requested that the dispute regarding compulsory acquisition shall be resolved by arbitrators, as provided by the provisions of the Swedish Companies Act. The minority shareholders have been notified that compulsory acquisition has been requested through a public notice, which was published in Post- och Inrikes Tidningar and Svenska Dagbladet on 4 July 2006. The notice was also sent by mail to each shareholder whose postal address was known to the company.
The Stockholm District Court has, on 20 July 2006, appointed Lars Milberg with postal address Hagaringen 13, 178 31 Ekerö (tel. no. 0707-144 660, e-mail milberg@algonet.se) as trustee to protect the rights of absent shareholders.
An arbitral tribunal has been formed to resolve the dispute regarding the compulsory acquisition, consisting of former Justice of the Supreme Court Johan Lind, appointed by Lawson Software Inc., attorney at law Göran Ramberg, appointed by the trustee on behalf of the minority shareholders, and former Justice of the Supreme Court Anders Knutsson, appointed by the other two arbitrators.
On behalf of the arbitral tribunal, the following guidelines are given regarding the procedure.
The trustee is representing and protecting the rights of absent minority shareholders.
If any minority shareholder, personally or through a representative, wishes to present his/her case, instead of being represented by the trustee, notice in writing thereof shall be given to Anders Knutsson, on 12 September 2006 at the latest. Anyone who has not by this day given notice thereof, will be bound by the actions taken by the trustee on behalf of absent shareholders. A minority shareholder who has not given such notice and later personally wishes to present his/her case may do so and he/she will then be considered bound by the actions taken by the trustee up to the day when notice thereof is given. A minority shareholder who personally presents his/her case and has been given the right to be present at an oral hearing or to submit a written statement but does not exercise this right, will be bound by the actions taken by the trustee.
Minority shareholders who do not personally wish to present their case do not have to respond to this notice.
Lawson Software Inc. shall bear the costs of the arbitration proceedings, provided that the arbitral tribunal does not, due to any special cause, order another shareholder to bear such costs, in whole or in part.
The documents in this matter are available with the trustee.
No further notices of this kind will be sent during the arbitration proceedings.
Stockholm 7 September 2006
Anders Knutsson
Lillängsvägen 77, 131 41 Nacka (tel. no. 08-716 48 91, e-mail anders.knutsson@mbox327.swipnet.se)
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