Effnet calls annual general meeting

EFFNET CALLS ANNUAL GENERAL MEETING Notice is hereby given to Shareholders that the Annual General Meeting of Effnet Group AB will be held on Thursday, 13 April 2000 at 1 p.m. at Gustafs Konferens, Gustavslundsvägen 151G, Alviks Strand, Bromma, Sweden. See also the attached Notice of the Annual General Meeting. The Board of Directors of Effnet Group AB (publ) will propose the following business for the consideration of the shareholders at the AGM: * Proposal to amend the Company's Articles of Association. * Proposal to increase the Company's share capital through a scrip issue. * Proposal to resolve a 5:1 share split. * Proposal to authorise the Board to resolve to issue a maximum of ten million new shares (after the split) and to issue debt instruments allied with warrants to subscribe for a maximum of 1,500,000 new shares (after the split). For further information, please contact Effnet Group AB's CEO, Tomas Althén, on +46 (0)708-15 16 15 or VP Finance Lars Lundeborg on +46 (0)708-99 86 03 Effnet's mission is to develop, market, sell and distribute network products and network technologies to resolve the bottlenecks in communication over the Internet, and thus create maximum customer benefit. Effnet commercialises its technology in three ways: through products sold under its own brand name, through OEM agreements, and through licensing the technology to other players in the network industry. During 1999 Effnet grew from purely a development company into a commercial player in the network market. The company is now entering a phase in which the focus is on marketing and sales. Effnet's long-term objective is to be one of the world's leading players in resolving present and future bottlenecks in Internet communication. Effnet is now based in four cities: Stockholm, Luleå, Boston and Mountain View, California. Effnet Group AB is listed on the New Market of the OM Stockholm Stock Exchange. The Group employs a total of 59 persons. Read more about Effnet Group AB at www.effnet.com. Notice to the Shareholders of Effnet Group AB of the Annual General Meeting to be held on Thursday, 13 April 2000 at 1 p.m. at Gustafs Konferens, Gustavslundsvägen 151G, Alviks Strand, Bromma, Sweden Registration Shareholders entitled to participate in the Annual General Meeting are those who have been entered in the register of shareholders kept by the Securities Centre VPC AB (VPC) by Monday, 3 April 2000 at the latest, and those who have registered their intention to participate in writing, addressed to Effnet Group AB, Box, SE-167 15 Bromma, Sweden, or by fax +46 (0)8-564 605 60 or by telephone +46 (0)8-564 605 50 by Friday, 7 April 2000 at the latest. When registering, shareholders should give their name, address, date of birth/Swedish civic registration number or corporate identity number and telephone number. Shareholders having registered their shares through a bank trust department or other nominees must register their shares temporarily in their own names through the agency of the nominees in good time before 3 April 2000 in order to be entitled to participate in the Annual General Meeting. Draft agenda 1. Opening of the AGM. 2. Election of person to chair the Meeting. 3. Setting up and approval of voting list. 4. Approval of agenda. 5. Election of one or two person to verify the Minutes. 6. Consideration of whether the Meeting has been properly convened. 7. Address by the CEO. 8. Presentation of the annual accounts and auditors' report, and the consolidated accounts and auditors' report for the group. 9.Resolution to adopt the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet. 10. Resolution to allocate the Company's profit/cover loss in accordance with the adopted balance sheet. 11. Resolution to discharge the directors and CEO from liability. 12. Remuneration to directors and auditors. 13. Resolution to determine the number of directors. 14. Election of directors. 15. Election of auditor(s). 13. The Board's motion for a resolution to amend the Articles of Association: (i) § 3: The objects of the Company are to develop network technology and network products, and to own and manage shares and other securities and all such activities related thereto. (ii) § 4: The Company's share capital shall be no less than SEK 20 million and no more than SEK 80 million. (iii) § 7: 1-2 auditors with or without deputy auditors or a registered accounting firm shall be appointed at the Annual General Meeting for the period until the end of the Annual General Meeting to be held in the fourth financial year after the auditors are elected. (iv) § 10 p6: Presentation of the annual accounts and auditors' report and, where applicable, consolidated accounts and auditors' report for the Group. (v) § 10 p7a): concerning the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet. 14. The Board's motion for a resolution to increase the company's share capital by SEK 23,424,536.25 from SEK 2,602,726.25 to SEK 26,027,262.50 through a scrip issue, to be effected by transferring SEK 23,424,536.25 to the share capital from the share premium reserve. The scrip issue will be effected by increasing the nominal value per share to SEK 2.50. The provision in § 5 of the Articles of Association in respect of the nominal value of the shares shall be worded as follows: The nominal value of the share shall be SEK 2.50. 15. The Board's motion for a resolution to split the shares whereby five new shares at a nominal value of SEK 0.50 per share will replace each old share with a nominal value of SEK 2.50 (5:1 split). The provision in § 5 of the Articles of Association in respect of the nominal value of the shares shall be worded as follows: The nominal value of the share shall be SEK 0.50. 16. The Board's motion for a resolution to issue debt instruments allied with warrants to subscribe for a maximum of 1,500,000 new shares (after the split). Wholly-owned subsidiaries shall have the right to subscribe for the debt instruments with warrants, with such rights and obligations for the subsidiary to sell the warrants, after separation from the debt instruments, in the manner prescribed below, or to keep the warrants in order to guarantee costs incurred in connection with synthetic options issued to employees outside Sweden. Debt instruments shall be issued at a price equating to their nominal value. Payment for the subscribed debt instruments must be effected within one week of subscription. Debt instruments shall fall due for payment within one month of issue. Each warrant shall give the right to subscribe for one (1) new share in the Company (after the split). The price at the subscription for new shares shall equate to an amount which is 180 per cent of the average price paid quoted on the day for shares in the Company each business day during the period 6-12 April 2000 in accordance with the New Market's or other official list as may be applicable at the time. The subsidiary shall - to the extent the warrants are not intended to guarantee costs incurred in connection with issued synthetic options - sell the warrants to employees and other key persons within the Group at a price to be fixed by the Board of Directors of the Company after a market valuation carried out by an independent valuation institution. 17. The Board's motion for a resolution to authorise the Board to decide no later than the next Annual General Meeting to issue on one or more occasions a maximum total of ten million new shares (after the split) with provisions for a non-cash issue or offset or otherwise subject to conditions. 18. The Board's motion for a resolution to authorise the Board to decide no later than the next Annual General Meeting to issue on one or more occasions new shares against cash payment or with provisions for a non-cash issue or otherwise subject to conditions and thereby to enable existing shareholders' pre-emption rights to be departed from. The authorisation may be used for the purpose of acquiring outstanding shares and warrants in EffNet Holding AB through a non-cash issue in accordance with the applicable bond (regarding which it should be noted that the subscription price for such an issue may be set at a level with that applicable for the warrants in EffNet Holding AB in accordance with the bond rendered by the bearer). 19. Any other business. 20. Closure of the Meeting. Documents for the Annual General Meeting 21. The annual report and accounts and the auditors' report for the1999 financial year will be sent to all shareholders in week 12. The documents will also be available for inspection at the Company's registered offices during normal business hours. The annual report and accounts in their entirety will also be set out on the Company's Internet web site at www.effnet.com. Copies of the Board's proposed resolutions in accordance with items 16-21 above will also be available for inspection at the Company's registered offices (see the address and telephone number given above) no later than 6 April 2000. Dividend 22. The Board proposes not to declare a dividend for the1999 financial year. Board of Directors and auditors Shareholders representing approximately 20 per cent of the votes in the Company have declared that they will propose the re-election as directors of Tomas Althén, Sven-Åke Bergkvist, Svante Carlsson, Stephen Pink, Norman Rasmussen and Mats Olsson. The same shareholders have declared that they will propose that the accounting firm Ernst & Young AB be elected as auditors for the remainder of the term (3 years). Stockholm, March 2000 Effnet Group AB The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/03/20/20000320BIT00330/bit0001.doc http://www.bit.se/bitonline/2000/03/20/20000320BIT00330/bit0002.pdf