Extraordinary general meeting of Effnet

EXTRAORDINARY GENERAL MEETING OF EFFNET The Board of Directors of Effnet Group AB has decided to convene an extraordinary general meeting on 29 November 2000. At the general meeting the Board of Directors will put forward a proposal on a global options scheme for the Group's employees. The launch of a competitive international options scheme will improve the company's opportunities to retain and recruit skilled personnel. The proposed options scheme will provide greater flexibility and transparency between various countries. In addition, the general meeting will deal with a proposal to appoint Scott Macomber and Magnus Ryde as new members of the board The Board of Directors proposes that the general meeting adopts an options scheme that will entail current and future employees of the Group, as well as the proposed members of the board, Scott Macomber and Magnus Ryde, receiving call options (known as personnel options) that entitle the holder to acquire shares in the company over a period of several years. No premium should be paid for the options. The exercise price should in substance correspond to the market value of the company's share at the time of grant. The right to acquire shares should always be exercised no sooner than one year and no later than five years after the date of grant of the options. Options held by an employee will lapse if the employee ceases to work for the company. The same applies to options held by external members of the board if the assignment as board member comes to an end. The Board of Directors proposes that the options scheme shall comprise 1,900,000 options. To secure the delivery of shares in connection with the exercise of options and to hedge social security costs and other corresponding taxes, the Board of Directors proposes that the Board is authorized to issue debentures with a total of not more than 2,100,000 detachable warrants, corresponding to a dilution effect of approximately 3.7 per cent of the share capital. The Board of Directors also intends to cancel approximately 1.4 million warrants issued in connection with earlier options scheme. The total dilution effect of all Effnet's options scheme including the scheme now being proposed will then amount to approximately 10.3 percent. The proposed new board members, Magnus Ryde and Scott Macomber, are both veterans of the hi-tech industry in California, with experience from the boards of public limited liability companies. Mr. Scott Macomber has been involved in technology businesses for 20 years, including over 10 years in the semiconductor industry. He currently sits on the boards of Symmorphix, Inc. and Kirus, Inc. both privately held companies in California. Mr. Macomber has been an early employee of two successful start-up companies, most recently serving as President and Member of the Board of Directors of Silicon Image (SIMG), a publicly traded fabless semiconductor company. Mr. Macomber joined Silicon Image soon after its founding in 1995 and was instrumental in building the company from infancy to profitability and a successful IPO. Prior to Silicon Image, Mr. Macomber spent six years at LSI Logic in Marketing and Corporate Development executive positions. Mr. Macomber began his career as a Member of Technical Staff at Bell Laboratories. He has a BS in Electrical Engineering from the University of Michigan, and both an MS in Electrical Engineering and an MBA from Stanford University. Mr. Magnus Ryde is the CEO of EquipNET and FlexICs, both startup companies in Silicon Valley. He sits on the Board of Micronic Laser System AB, a publicly held semiconductor and flat panel equipment manufacturer traded on the Stockholm Stock Exchange O-list. Previously, Mr. Ryde was President of Taiwan Semiconductor Manufacturing Company, the world's largest foundry, where he was responsible for the company's North American business. In the 18 years prior, he held positions of increasing responsibility in international general management, strategic account sales and manufacturing management for KLA-Tencor Corporation of San Jose. He holds a BS in Industrial Management and Engineering from Linköping University, Sweden and an MS in Industrial Engineering from Stanford University, where he later participated in the Executive MBA program. Mr. Ryde also served in the Swedish Armed Forces. "I am extremely pleased that Effnet has been able to secure the agreement of two distinguished and highly experienced people to serve on our board", said Norman Rasmussen, Chairman. "The nominations are consistent with our desire to increase our international scope and style. Since so much of the potential for licensing our software-based firewall and router technology lies with firms located in North America in general and in Silicon Valley in particular, it is singularly significant to us that executives with long experience in Silicon Valley, and who are active there today, are prepared to join us and help us with our expansion plans". The extraordinary general meeting will be held at 10.00 am on Wednesday, 29 November 2000 at Kilsalen, Berns Salonger, Berzelii Park 9 in Stockholm. The summons to attend the meeting will be published in Post- och Inrikes Tidningar and Dagens Nyheter on 13 November 2000. About Effnet Effnet develops and licenses IP-packet processing technology designed to resolve bottlenecks in Internet communication and security, thereby creating maximum benefit for licensees. Today, Effnet has offices in four locations: Stockholm, Luleå and Håverud in Sweden; and Mountain View, California, in the U.S. Effnet Group AB is listed on Stockholm's "Nya Marknaden" (New Market). The company has 70+ employees including those in the wholly owned subsidiary, the security services company Wkit Security, which offers data security services and products. Read more about Effnet at www.effnet.com. Read about Wkit at www.wkit.com. For more information, please contact: Norman Rasmussen Chairman Tel: +1 617 699 8417 Email: nlrasmussn@aol.com ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/11/10/20001110BIT00870/bit0001.doc http://www.bit.se/bitonline/2000/11/10/20001110BIT00870/bit0002.pdf