ConNova summons extraordinary general meeting on Friday 21 December 2001

ConNova summons extraordinary general meeting on Friday 21 December 2001 Press release Motala, Sweden 22 November 2001 The shareholders of ConNova Group AB (publ) are hereby summoned to extraordinary general meeting on Friday 21 December 2001 at 10 a.m. at Folkets Hus (Fullmäktigesalen), Sjögatan 5, Motala, Sweden Notification etc Shareholders who want to attend the general meeting shall be registered in the share register kept by VPC AB on Tuesday 11 December 2001, and, no later than 4 p.m. on Monday 17 December 2001, notify the company of their attendance at the general meeting to the address ConNova Group AB, Box 231, 591 23 Motala, or, by telephone, 0141-23 76 03, by facsimile, 0141-564 24, or, by e-mail, info@connova.se. The notification shall contain name, social-security/registration number, shareholding, address, and daytime telephone number. When applicable, proxy for representative, and registration certificate for legal person, are to be presented. Shares registered with a custodian Shareholders who have had their shares registered with a custodian, must, in order to be entitled to attend the general meeting, temporarily register their shares in their own names with VPC AB. Shareholders who thus wish to reregister their shares must notify their custodians of this in good time before Tuesday 11 December 2001, when such reregistration must have been effected. Proposal for agenda 1. Opening of the meeting 2. Election of chairman at the meeting 3. Drawing up and approval of voting list 4. Approval of the agenda 5. Election of two persons to certify the minutes 6. Determination as to whether the meeting has been duly convened 7. The board of directors' proposal to amend the articles of association (see infra) 8. The board of directors' proposal to issue new shares against consideration in the form of offset (see infra) 9. The board of directors' proposal to issue new shares with pre- emption rights for the shareholders (see infra) 10. Closing of the meeting The board of directors' proposal to amend the articles of association (item 7) The board of directors proposes that the articles of association be amended to the effect that the share-capital limits of the company are adjusted for the issues below, and that, in addition to ordinary general meetings, extraordinary general meetings may also be held in Stockholm. The board of directors' proposal to issue new shares against consideration in the form of offset (item 8) The board of directors proposes that the share capital of the company be raised with no more than SEK 455,555 through the issue of no more than 911,110 new shares. The right to subscribe for new shares shall only lie with those guarantors taking part in the consortium guaranteeing the issue with pre-emption rights for the shareholders proposed by the board of directors below, with the right and obligation to pay SEK 2.25 per share subscribed for through the offset of the guarantors' receivables from the company amounting, in total, to SEK 2,049,997.50 as a result of the guarantee. The issue is contingent upon resolution by the extraordinary general meeting in accordance with the board of directors' proposal below on an issue of new shares with pre-emption rights for the shareholders. The board of directors' proposal to issue new shares with pre-emption rights for the shareholders (item 9) The board of directors proposes that the share capital of the company be raised with no more than SEK 5,649,532.50 through the issue of no more than 11,299,065 new shares. The right to subscribe for new shares shall, with pre-emption rights, only lie with the shareholders of the company. Each old share shall entitle the holder to receive three subscription rights. Two subscription rights entitle to subscription of one new share. The record date for reception of subscription rights as well as the subscription period and time of payment will be clear from the board of directors' full proposal, which will be available according to what is stated below. However, the record date is expected to be in late January 2002. The new shares shall be issued at a price of SEK 2.25 per share. The issue is contingent upon resolution by the general meeting in accordance with the board of directors' proposal above on an issue of new shares against consideration in the form of offset directed towards the guarantors guaranteeing this issue with pre-emption rights for the shareholders. The full proposal of the board of directors in relation to items 8 and 9, together with documents pursuing to Chapter 4 Sections 4 and 6 of the Companies Act, will be available at the above-mentioned address from 14 December 2001 on, and will be sent to shareholders who so request and state their postal address. Motala, November 2001 ConNova Group AB (publ) The Board of Directors N.B. The above text is an unauthorised translation of the Swedish original and the Swedish text shall prevail. About ConNova ConNova specialises in developing and supplying business support systems for multimedia operators handling pay-TV, Internet, broadband, publishing and telecom services. The company has 15 year's experience of the industry. ConNova´s services extend from consulting services to the development of software adapted to meet the market's latest requirements. Within the framework of ConNova TVX AB, ConNova also runs customer services on an assignment basis for European pay-TV operators. ConNova´s current customers are mainly to be found in the fields of cable TV, DTT (Digital Terrestrial Television), multimedia, publishing and telecommunications. The ConNova Group AB (publ) has been listed on the OM Stockholm Stock Exchange's O list since 1997. For further information, please contact: Björn Persson, Chairman of ConNova Group AB (publ.) Tel: +46 705 38 08 80, Fax: +46 141 564 24 Email: bp.warehouse@telia.com www.connova.se Torbjörn Ullman, CFO Tel: +46 141 23 76 85 Email: toul@connova.se www.connova.se ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/11/22/20011122BIT01210/bit0002.doc http://www.waymaker.net/bitonline/2001/11/22/20011122BIT01210/bit0002.pdf