Summons to extraordinary general meeting

SUMMONS TO EXTRAORDINARY GENERAL MEETING The shareholders of Protect Data AB (publ) are hereby summoned to an extraordinary general meeting Monday 8 October 2001 14.00 Location: the company's business premises at Humlegårdsgatan 20, Stockholm NOTIFICATION Shareholders wishing to take part in the meeting must: - be entered in the VPC AB shareholders' register no later than 28 September 2001 and - send notification of their attendance to the company at Protect Data AB (publ), Box 5376, 102 49 Stockholm, by fax on 08-459 54 10, by telephone on 08-459 54 00 or by e-mail to ulla.ek@protectdata.com, no later than Thursday 4 October 2001, 16.00. The notification must include the name and personal or corporate registration number and preferably the address, telephone number and registered shareholding. If a shareholder intends to be represented by an agent, a power of attorney and other legitimacy papers must be enclosed with the notification. Shareholders who have had their shares to be registered in the name of an authorised agent must register the shares with VPC AB in their own name, in order to be entitled to take part in the meeting. Any such registration, which normally takes a few days, must be made no later than Friday 28 September 2001 and should therefore be requested from the authorised agent in good time before this date. AGENDA The Board proposes the following agenda for the meeting: 1. Opening of the meeting and election of chairman. 2. Drawing up and approval of the voting list. 3. Election of two persons to approve the minutes of the meeting. 4. Consideration of whether the meeting was convened properly. 5. Approval of the Board's agenda proposals. 6. Decision on the Board's proposal on new incentive programmes. The Board proposes that Protect Data AB ("PDAB") shall raise a maximum of two debenture loans by issuing subordinated debentures with options for new subscription and that the meeting shall approve the transfer of options in this connection to certain present and future employees in the Protect Data Group ("the Group"). It is proposed that the share issue be implemented with the following main conditions: (a) One of the debenture loans includes a subordinated debenture with a maximum nominal value of SEK 1,000 and is associated with a maximum of 400,000 immediately detachable options to new subscription of a maximum of 400,000 shares, each share having a nominal value of SEK 2. Subscription to the subordinated debenture must be made no later than 30 November 2001 and payment for the subordinated debenture must be made no later than the time of subscription. The subordinated debenture, which must be registered to a name or inscribed to order, is due for payment on 31 December 2001 and is interest-free. (b) The issue price for the subordinated debenture is based on its nominal value plus an amount corresponding to the market price of the options on the business day before the meeting, calculated in accordance with the Black & Scholes calculation model. When calculating this type of market price, the PDAB share value shall be taken to correspond with PDAB's average share price as it appears on the Stockholmsbörsen AB official quotations list during the period from 24 September 2001 to 5 October 2001. (c) Option right owners shall be entitled to subscribe for new shares in PDAB during the periods (i) 18-24 February 2004, (ii) 12-18 May 2004, (iii) 1-7 September 2004 and (iv) 24-30 November 2004. (d) The new subscription price per share shall correspond to approx. 200% of the average PDAB share price as it appears on the Stockholmsbörsen AB official quotations list during the period from 24 September 2001 to 5 October 2001. The exact new subscription price will be fixed in connection with the meeting. (e) In the event of a deviation from the shareholders' preferential rights, the subsidiary wholly owned by PDAB, Protect Data Konsult AB ("Protect Konsult"), shall be entitled to subscribe to the subordinated debenture in accordance with this point A. (f) After subscription Protect Konsult shall detach the options and offer these to the following categories of people, who are currently or will be associated with the Group: (i) major decision-makers at group level (max 1000,000 persons), (ii) newly appointed Board members in PDAB and Board members in subsidiaries (max 25,000), (iii) major decision- makers in subsidiaries (max 50,000) and (iv) other permanent employees (max 10,000). Distribution and allocation of options to those in groups (i) - (iv) shall be conducted by the Board of PDAB. Group employees are not guaranteed to be allocated options. The above offer of options will take place under market conditions and may also be offered to employees recruited after the share issue date. Options not utilised by Protect Konsult as specified above shall be returned to PDAB for cancellation in accordance with the special resolution passed at the PDAB Board meeting. B. (a) (a) The other debenture loan includes a subordinated debenture with a maximum nominal value of SEK 1,000 and is associated with a maximum of 400,000 immediately detachable option rights to new subscription of a maximum of 400,000 shares, each share having a nominal value of SEK 2. Subscription to the subordinated debenture must be made no later than 30 November 2001 and payment for the subordinated debenture must be made no later than the time of subscription. The subordinated debenture, which must be registered to a name or inscribed to order, is due for payment on 31 December 2001 and is interest-free. (b) The issue price for the subordinated debenture is based on its nominal value (SEK1,000). (c) Option right owners shall be entitled to subscribe for new shares in PDAB during the period 1 January 2002 to 28 February 2006. (d) The new subscription price per share shall correspond to approx. 100% of the average PDAB share price as it appears on the Stockholmsbörsen AB official quotations list during the period from 24 September 2001 to 5 October 2001. The exact new subscription price will be fixed in connection with the meeting. The low new subscription price is justified by the fact that the options (eg. stock options) will be offered in accordance with US practice and the principles in a Stock Option Plan, which means that the strike price (i.e. the acquisition price of shares in PDAB by utilisation of a stock option) will be fixed individually at an amount that always amounts to at least the new subscription price and corresponds to the market price of the PDAB share at the time of allocation (grant) to the employees. (For purely practical reasons, PDAB's US subsidiary, Pointsec Mobile Technologies Inc ("Pointsec"), will transfer the options under different conditions from those that apply to this share issue. These conditions involve restrictions in all respects, compared with the conditions proposed for resolution at the meeting.) (e) In the event of a deviation from the shareholders' preferential rights, Pointsec shall be entitled to subscribe to the subordinated debenture in accordance with this point B. (f) After subscription Pointsec shall detach the options and then offer these without charge to (i) certain current employees in Pointsec and other foreign subsidiaries of Pointsec Mobile Technologies AB, which are wholly owned subsidiaries of PDAB, ("the Pointsec companies"), (ii) future employees in Pointsec and the Pointsec companies and (iii) the Board Members of Pointsec and the Pointsec companies, in accordance with US practice in this area and taking into consideration the recipient's position in and importance to the Group. The following categories of employees and other staff may be offered options: (i) MDs (max 150,000 persons), (ii) other major decision-makers (max 75,000), (iii) other employees (max 50,000) and (iv) Board members (max 75,000). For offers made in accordance with the conditions above, the acquirer will not be able to exercise the options directly, but they accrue as employment or similar continues and, in certain cases, specified financial targets are achieved in the Pointsec companies. C. If a total of 800,000 options, in accordance with points A and B above, are utilised for new share subscription, the PDAB share capital will increase by SEK 1,600,000, which corresponds to 800,000 new shares. In the case of full utilisation of the 800,000 options, dilution will correspond to approx. 7.0% of the share capital and votes in PDAB. In addition, PDAB has two ongoing incentive programmes. One includes options giving an entitlement to a subscription for 312,683 shares at a new share subscription price of SEK 50 per share. The programme ends on 31 October 2001. The other programme includes 118,167 options giving an entitlement to a subscription for 354,501 new shares (100,000 of the options expire in May 2003 and 18,167 in May 2004). In the case of full utilisation of all outstanding options, including those issued earlier, dilution will correspond to approx. 12.2% of the share capital and votes in PDAB. Not including the option programme that expires on 31 October 2001, and which is not expected to be utilised in the present situation, dilution for the outstanding programme all in all amounts to approx. 9.8%. D. It is proposed that the meeting approve the transfer of issued options by Protect Konsult and Pointsec, in accordance with what has been specified above. E. The reason for this proposal by the Board, which involves a deviation from the shareholders' preferential rights, is to allow the Group to retain and recruit skilled employees by offering a long-term ownership commitment among employees, stimulating them to an increased interest in the company and its earnings trends and increasing the feeling of affinity with the Group. F. The PDAB share price at the time of this summons is approx. SEK 24. 7. Conclusion of the meeting. OTHER To pass the resolution on point 6 above requires the support of shareholders with at least nine-tenths of both the votes cast and the shares represented at the meeting. The Board's full resolution proposals in accordance with point 6 above and documents in accordance with ch. 4 § of the Companies Act are available from PDAB's office, address as above, from 24 September 2001. The Board's full resolution proposals and documents in accordance with ch. 4 § of the Companies Act are also sent to those shareholders who request them and the shareholders who send notification of their participation in the meeting. The Board's full resolution proposals can also be found at the PDAB web site www.protectdata.com. We welcome shareholders to the general meeting in Stockholm in September 2001 PROTECT DATA AB (PUBL) The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/09/12/20010912BIT00150/bit0001.doc http://www.waymaker.net/bitonline/2001/09/12/20010912BIT00150/bit0001.pdf