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  • Shareholders of Effnet Group AB (publ) are hereby cordially invited to attend the Annual Shareholders Meeting

Shareholders of Effnet Group AB (publ) are hereby cordially invited to attend the Annual Shareholders Meeting

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Shareholders of Effnet Group AB (publ) are hereby cordially invited to attend the Annual Shareholders Meeting, which will be held at Gustafs Konferens, Gustavslundsvägen 151 G, Alviksstrand, Bromma, Sweden at 4:00 p.m. on Wednesday, April 25, 2001 Notice of attendance Shareholders wishing to attend the Annual Meeting must (i) be registred in the share registry kept by VPC AB on Thursday, April 12, 2001, and (ii) have notified the Company of the intention to participate no later than 4:00 p.m. Friday, April 20, 2001. The notification shall be in writing and sent either by mail to the Company's address Gustavslundsvägen 151 G, 167 15 Bromma, by fax at 08- 564 605 60, via e-mail: helena.bolling@effnet.com or by telephone at 08- 564 605 50. The notification shall contain details of name, identification number or registration number, address and telephone number. Shareholders, whose shares are registered in the name of a nominee, must temporarily be entered into the share register in his own name in order to be entitled to participate in the Meeting. The shareholder must inform the nominee in due time before April 12, 2001, when such registration must have been effected. Proposed agenda 1. To elect the Chairman of the Meeting 2. To draw up and approve the list of voters 3. To elect one or two persons to check the minutes 4. To determine whether the Meeting has been properly convened 5. To approve the agenda of the Meeting 6. To present the Annual Report, the Auditors' Report, the Consolidated Accounts and Auditors' Report on the Consolidated Accounts 7. President's speech 8. Approvals a) the Profit and Loss Statement and the Balance Sheet, the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group; b) to determine the appropriation of the profits or losses in accordance with the approved balance sheet; c) to discharge the members of the Board of Directors and President from liability 9. To determine the remuneration payable to the Board of Directors and to the Auditors 10. To determine the number of members and deputy members of the Board of Directors 11. To elect the Board of Directors 12. Resolution regarding the Board of Directors's proposal to authorise the Board of Directors to issue subordinated debentures with detachable warrants 13. Any other issues duly referred to the Meeting Proposed resolution (item 12) The Board of Directors proposes that the Annual Shareholders Meeting authorize the Board of Directors to - up until the time for the next Annual Shareholders Meeting, with a departure from the shareholders' preferential rights and upon one or more occasions - issue instruments of debentures with a total of not more than 1 285 000 detachable warrants. The right to subscribe for debentures shall rest with wholly owned subsidiaries within the Group. The debentures shall be issued at a nominal value. If the authorization is utilized to its full extent and all 1 285 000 warrants are exercised, the Company's share capital will increase by SEK 642 500, the equivalent of 2.3 percent of the overall share capital. The number of warrants corresponds to the unused portion approved by the Extra Shareholders Meeting on November 29, 2000, which subsequently lapse in conjunction with the Annual Shareholders Meeting in 2001. The Board's proposal for renewed authorization, therefore, does not involve a further dilution in relation to the existing allotment. The departure from shareholders' preferential rights is designed to ensure execution of options commitments made in accordance with the global options program decided upon by the Extra Shareholders Meeting on November 29, 2000 as well as to cover administrative costs, fees or other taxes that could arise in connection with the program. The global options program provides that current or future employees of the Group shall receive call options (so-called employee options) which entitle the owner to obtain shares in the Company over a period of several years. The terms and conditions that apply to the options program are as follows. No premium shall be paid on the options. The exercise price shall correspond to the market value of the Company's shares on the date of allotment. The right to acquire shares shall be exercised not earlier than 1 (one) and not later than 5 (five) years from the date of allotment. Options possessed by an employee will lapse should he or she cease to be employed by the Company. This clause also applies to persons serving as external Board members should they cease to act as members of the Board. When the options are exercised, the Company may choose to pay out a cash sum in lieu of shares corresponding to the difference between the share's market value and the option's exercise price. Companies in the Group may also issue options. Additional information Resolution in accordance with item 12 concerns the granting of "call options" to employees of the Group, which entitles the owner to acquire shares in the Company at some point in the future. For stock market companies, such transfers must be made in accordance with the Act (1987:464) on Certain Directed Issues in Stock Market Companies etc. (the "Leo Act"). This entails that resolutions concerning the options program are only valid if approved by a majority of nine-tenths of both the votes given as well as the shareholders represented at the Shareholders Meeting. As Effnet is not a stock market company, the Act is not applicable. Irrespective of this, the Board's proposal presupposes, for reasons of market ethics, that the majority carries the resolution stated in the Leo Act. The Annual Report as well as the Auditors' Report for the fiscal year 2000 will be sent to shareholders week 14. These documents will also be available - as of two weeks prior to the shareholders meeting - from the Company at the following address: Gustavslundsvägen 151 G, 167 15 Bromma. The Board's complete proposed resolution in accordance with item 12 shall be made available at the Company's premises one week prior to the shareholders meeting. Shareholders requiring these documents shall make known their request to the Company, whereupon said documents shall be forwarded by mail. Stockholm, March 2001 The Board of Directors 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 modular IP packet processing technology -- the EffnetEdgetm Toolkit -- as well as its complete firewall and router technology for hardware manufacturers, enable optimized performance. The wholly owned subsidiary, Wkit Security, offers data encryption and copy protection technologies, and security audit services for public and private sector companies. With more than 75 employees, the company operates in Stockholm, Luleå and Håverud, Sweden, and in Silicon Valley, California. 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. Effnet, the Effnet logo, EffnetEdge and Wkit are trademarks or registered trademarks of Effnet AB and Effnet, Inc. Other brand names may be the trademarks of their respective owners. For additional information contact: Norman Rasmussen, Chairman tel: +46 706 73 15 24 Marika Philipson, Vice president and CFO tel: +46 708 32 44 56 ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/28/20010328BIT00210/bit0002.doc http://www.bit.se/bitonline/2001/03/28/20010328BIT00210/bit0002.pdf