Effnet calls a General meeting

Effnet calls a General meeting The shareholders of Effnet Group AB (publ) are hereby called to an ordinary general meeting at 3:00 pm on Thursday 18 April 2002 at Gustafs Konferens, Gustavslundsvägen 151 G, Alviksstrand, Bromma. Entitlement to attend the meeting Shareholders who wish to attend the meeting must First be entered in the share register maintained by VPC AB ("VPC") as of Monday, 8 April 2002, second give the company notice of their intention to attend the meeting no later that 4:00pm on Friday, 12 April 2002. In order to be entitled to attend the meeting, shareholders whose shares are registered to nominees must temporarily re-register the shares in their own name. Such registration must have been carried out (registered at VPC) no later than Monday 8 April 2002. This means that the shareholder must inform the nominee of such re-registration in good time before that date. Notice of attendance at the meeting Notice of attendance at the meeting must be given in writing to Effnet Group AB, Box 15040, 167 15 Bromma or by telephone on +46 (0) 8-564 605 50, fax +46 (0) 8-564 605 60 or by email to: helena.bolling@effnet.com. The notice shall include name and national insurance number/company registration number, address and telephone number. Shareholders represented by proxies shall issue a written power of attorney to the proxy. The power of attorney should be sent to the company at the above address in good time before the meeting. Proposed agenda 1. Opening of the meeting and election of its chairman 2. Preparation and approval of the role of voters 3. Approval of the agenda 4. Election of one or two persons to check the minutes 5. Examination of whether the meeting has been duly called 6. Submission of the annual report and accounts and auditor's report together with the consolidated accounts and auditor's report 7. To resolve a. on adoption of the profit and loss account and balance sheet together with the consolidated profit and loss account and balance sheet; b. on arrangements for the company's profit or loss as shown in the balance sheet adopted; c. on release from liability of the members of the board and the chief executive officer 8. Establishment of the number of board members and deputies 9. Establishment of directors' fees 10. Election of directors and deputies 11. Authorisation of the board to resolve on new issues of shares and issues of convertible promissory notes or promissory notes linked to options to subscribe 12. Resolution on the acceptance of an option programme for external directors 13. Authorisation of the board to resolve to take up a subordinated debenture by issuing promissory notes linked to separable options to subscribe 14. Any other business 15. Close of meeting Proposed resolutions Board etc (items 8 and 10) Shareholders representing more than 10 percent of the total entitled to vote propose that the board should consist of four members without deputies and that Magnus Ryde, Svante Carlsson, Göran E. Larsson and Hans Runesten should be re-elected. Authorisation of the board to resolve on new issues of shares and issues of convertible promissory notes or promissory notes linked to options to subscribe (item 11) The board proposes that the general meeting resolve to authorise the board, on one or more occasions during the period up to the next ordinary general meeting, to resolve to issue new shares and/or take up loans by issuing convertible promissory notes or promissory notes links linked to options to subscribe against payment in ready money, contributions in kind or by means of set-offs with or without exception to the shareholders' preferential rights. The board may not exercise such authority in a manner that involves the number of newly issued shares and the number of shares that may arise from the redemption of convertible promissory notes or be subscribed to because of issued options to subscribe exceeding a total of 13,700,000 shares before dilution, in which a total of no more than 5,500,000 shares may relate to shares arising from cash issues of shares, convertible promissory notes or promissory notes linked to options to subscribe. The object of the authorisation is to give the board the opportunity to make and or finance corporate acquisitions by issuing financial instruments. Where an issue is made in exception to the preferential rights of shareholders, the issue price shall be established on market terms. Resolution on the acceptance of an option programme for external directors (item 12) Shareholders representing more than 10 percent of the total number of shares in the company entitled to vote propose that the general meeting accept an option programme that involves the board members Göran E. Larsson and Magnus Ryde each receiving 250,000 share options (personal options) each entitling the holder to acquire one share in the company. Göran E. Larsson was elected to the board at the ordinary general meeting in 2001. The intention was that Göran E. Larsson was to have been allocated options at the time of his election as a director but by oversight the matter was not put before the 2001 ordinary general meeting. Other directors hold options in the company and an allocation of options to Göran E. Larsson means that he is in this respect put on an equal footing with the other directors. Magnus Ryde is already the holder of 250,000 options. Given that he is the chairman of the company's board, it is proposed that he receive a further allocation of options. It is further proposed that general meeting approve shares being sold on at the time the options are exercised. The following conditions shall otherwise apply to the option programme. No premium shall be paid for the options. The strike price on exercise of the options shall, in all material terms, correspond to the market value of the company's shares at the time of issue. The right to acquire shares may be exercised no earlier than one and no later than five years from the time the options are issued. The options shall lapse if appointment as a director ceases. The option programme comprises 500,000 options in total. If all options are exercised, the holders will acquire shares in the company in a number corresponding to approximately 0.9 percent of its share capital, having regard to the fact that the group's other option programmes run to a combined dilution effect of approximately 7.3 percent after dilution. In calculating dilution, options with a strike price substantially exceeding the current stock market quotation have not been included. The object of the proposed option programme is to promote the long-term interests of the company by offering its directors the opportunity to participate in any favourable developments in the value of the company. Authorisation of the board to resolve to take up a subordinated debenture by issuing promissory notes linked to separable options to subscribe (item 3) The board proposes that the general meeting authorise the board, up to the time of the next ordinary general meeting, on one or more occasions, to resolve to issue promissory notes tied to a maximum of 2,071,000 separable options to subscribe to news shares in the company with no preferential right for shareholders. The right to issue promissory notes shall apply to totally owned subsidiaries of the group. Promissory notes shall be issued at their nominal value. If the authorisation is exploited to the full and if all 2,071,000 options to subscribe to shares are exercised, the increase in the company's share capital will be SEK 1,035,500, corresponding to approximately 3.6 percent of the company's share capital after dilution. The number of options is equivalent to the unexercised part of the resolution at the general meetings of 25 April 2001 and 21 December 2001 both of which lapse at the ordinary general meeting 2002. Thus the board's proposal of new authorisation does not entail any further dilution in comparison with the existing authorisation. The reason for the exception to the shareholder's preferential right is to ensure compliance with, on the one hand, the option commitments under the option programme described in item 12 above and on the other hand, the option commitments resolved upon at the extraordinary general meeting on 21 December 2001 under the group's overall option programme and to cover the administrative expenses and social security charges or equivalent taxes that may arise by reason of the programmes. Other The object of the resolution under item 12 above is for an outside director of the group to receive options to buy giving entitlement to the acquisition of shares in the company. For a stock market company such a transfer is covered by the act (1987:464) on certain directed issues in stock exchange companies (the 'Leo act') which means that the resolutions are valid only if they represent at least nine tenths of both the votes cast and the shares represented at the meeting. Since Effnet is not a stock market company, the Leo act is not directly applicable. Irrespective of this, for reasons of business ethics, the board's proposal requires that the resolution be passed by the majority required by the Leo act. The annual report and accounts together with the auditor's report for the accounting year 2001 will be sent to shareholders in week 12. These documents will also be accessible at the company at its address Gustavslundsvägen 151 G, 167 15 Bromma as from two weeks before the general meeting. The complete proposal of the board for a resolution under items 11-13 will be kept available at the company at the above address and on the company's homepage www.effnet.com as from two weeks before the general meeting and will be sent to shareholders who give notice their attendance. Other shareholders who wish to receive these documents may notify the company thereof whereupon the material will be sent by post. Stockholm, March 2002 Effnet Group AB (publ) THE BOARD About Effnet Effnet innovates and licenses award-winning key technologies that resolve data speed, efficiency and security challenges in Internet Protocol (IP) networking and IT security. Effnet's IP packet processing technologies enable optimum performance. Effnet's wholly-owned subsidiary, Wkit Security AB is specialized in developing copy protection software Effnet Group AB shares are traded on Sweden's Nya Marknaden (symbol: EFFN). Read more about Effnet at www.effnet.com. Read about Wkit at www.wkit.com. For additional information contact: Magnus Ryde, Chairman Effnet Group AB +1 (650) 483 96 38 Göran E. Larsson, Vice chairman Effnet Group AB +46 (0)8 544 979 91 +46 (0)705 65 68 69 ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/22/20020322BIT00910/wkr0003.doc http://www.waymaker.net/bitonline/2002/03/22/20020322BIT00910/wkr0004.pdf