Effnet convenes extraordinary general meeting of shareholders

EFFNET CONVENES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Shareholders are hereby notified of an extraordinary general meeting of shareholders to be held on Friday, 9 June 2000, at 09.00 at Gustafs Konferens, Gustavslundsvägen 151G, Alviks Strand, Bromma, Sweden. See also attached notification of summons. About Effnet Effnet's mission is to develop, market, sell and distribute network products and network technologies for solving Internet communications bottlenecks, and to thereby create maximum customer benefit. Effnet commercializes its technology in three ways: products under its own trademark, through OEM agreements and by licensing the technology to other players in the network industry. In 1999, Effnet grew from being a pure development company into a commercial player in the network market. The company is now in a phase in which the focus is on marketing and sales. Effnet's long-term goal is to become one of the world's leading players in solving current and future Internet communications bottlenecks. Effnet currently has four locations: Stockholm, Luleå, Boston and Mountain View, California. Effnet Group AB is listed on Stockholm Stock Exchange, New Market. The company has 76 employees. The shareholders of Effnet Group AB are hereby summoned to an extraordinary general meeting of shareholders to be held on Friday, 9 June 2000, at 09.00 in Gustafs Konferens, Gustavslundsvägen 151G, Alviks Strand, Bromma, Sweden Notification Shareholders shall, in order to be able to participate in the general meeting of shareholders: on the one hand, be entered in the register of shares maintained by VPC AB, as of Tuesday 30 May 2000, on the other hand, notify their intention to attend, no later than by 2 June 2000, to Effnet Group AB, Gustavslundsvägen 151 G, SE-167 15 Bromma, Sweden, by fax on +46 8-564 605 60 or by telephone on +46 8-564 605 50. When notifying, details of name, personal ID or organisation number, address and telephone number, shall be provided. Shareholders who have arranged for their shares to be registered with a trustee through the bank's trust department or other trustee, must, in good time prior to the 30 May 2000, through the good offices of the trustee, arrange for the shares to be temporarily registered in the shareholder's own name, in order to be entitled to participate in the general meeting of shareholders. Proposed agenda 1. Opening of the meeting. 2. Election of Chairman of the meeting. 3. Drawing up and approval of the register of voters. 4. Approval of the agenda. 5. Election of one or two members to check the minutes. 6. Examination to establish that the meeting has been properly convened. 7. Resolution regarding the number of auditors and deputy auditors 8. Resolution regarding the fees payable to the auditor and deputy auditor. 9. Election of auditor and deputy auditor. 10. The Board's proposed resolution regarding a decision to issue instruments of debt associated with option rights for new subscription. 11. The Board's proposed resolution regarding the assignment of subscription options to employees in the USA. 12. Authorisation of the MD to undertake the formal amendments to the resolution in accordance with item 10 above, that may prove to be necessary in connection with registration with PRV. 13. Any other business. 14. Closure of the meeting. Proposed resolutions Items 7-9 Auditors Shareholders representing more than 12 per cent of all the votes in the company, have declared that they intend to propose than one auditor and one deputy auditor be elected, that these shall be remunerated in accordance with approved accounts and that a new election be made of the chartered accountant Olaf Cederborg as the regular auditor for the remainder of the term of office (3 years), i.e. until the end of the annual general meeting of shareholders in 2003, and of the chartered accountant Hans Bredberg as deputy auditor for a term of office of four years, i.e. until the end of the annual general meeting of shareholders in 2004. The reason for the new election of an auditor and deputy auditor taking place, is an adjustment in preparation for a possible quotation of the company's shares in the USA. Item 10 The Board's proposed resolution regarding a decision to issue instruments of debt associated with option rights for new subscription The Board's proposed resolution regarding a decision to issue instruments of debt associated with option rights for new subscription of a maximum of 2 500 000 shares. The right to subscribe instruments of debt with subscription rights shall, with a departure from the shareholders' preferential rights, fall to Effnet, Inc., with the right and obligation for Effnet, Inc. to dispose of the subscription options at a rate corresponding to a nominal amount. Payment of subscribed instruments of debt shall be effected within one week of subscribing. The instruments of debt shall fall due for payment within one month of the issue. Each option right shall afford the right to subscribe for one (1) new share in Effnet Group AB. The rate upon the new issue of shares shall correspond to a sum amounting to the average of each stock exchange trading day during the period 25 May - 8 June 2000 in respect of prices paid during those days, according to Nya Marknaden's or other stock exchange list applicable at that time, for shares in Effnet Group AB. Effnet, Inc. shall dispose of the subscription options without payment, to the employees in the USA. The objective behind the options programme is to enable the recruitment and retention in the USA of sought after personnel. Item 11 The Board's proposal regarding the assignment of subscription options to employees in the USA The Board proposes that the general meeting of shareholders gives its approval to Effnet, Inc, in accordance with item 10 above, being given the right to assign, upon one or more occasions, option rights without payment to employees in the USA. Resolutions by the meeting in accordance with items 10 and 11, presuppose in share market companies, in order to be valid, a majority of nine tenths of both the votes given as well as the shareholders represented at the meeting, in accordance with the Act (1987:464) pertaining to Certain Directed Issues in Share Market Companies etc. (The "Leo Act"). As the company is not a share market company, the Act is not applicable. Irrespective of this, the Board's proposal presupposes, for reasons of market ethics, that the resolution be carried by the majority stated in The Leo Act. Documents prior to the meeting The Board's complete proposed resolution in accordance with item 10 above, as well as the documents that are prescribed in chapter 4, § 4 of The Joint Stock Company Act, shall be made available at the company's premises one week prior to the general meeting of shareholders, and shall be forwarded to those shareholders who so request. Stockholm, May 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/2000/05/25/20000525BIT00670/bit0001.doc http://www.bit.se/bitonline/2000/05/25/20000525BIT00670/bit0002.pdf