BULLETIN FROM THE ANNUAL GENERAL MEETING
(NGM: PAY)
CEO Björn Wahlgren reported on activities and developments during the past financial year and provided a look ahead at Paynova’s status and potential, particularly regarding the partnership between China’s CRD and Paynova. CRD’s chairman of the board Ahong Lee also introduced CRD and the visions that form the basis for the partnership. The Annual General Meeting of Paynova decided, in accordance with the board’s proposal, to guarantee the company’s financing plan through an issue of new shares with preferential rights for shareholders.
The aim of the issue is to guarantee the company’s financing plan and strengthen Paynova’s balance sheet, equity ratio and liquidity. The issue will provide the company with a maximum of MSEK 23.9 before deductions for issue costs. In addition, Option Right 2008:2 and Option Right 2011, if fully utilised, will provide the company with around MSEK 11.6 and 30 respectively. The new share issue is secured in its entirety by existing shareholders having issued a subscription commitment and guarantees corresponding to 78 per cent of the new share issue. The remaining 22 per cent has been guaranteed by new interested parties.
The decision of the Annual General Meeting means that the company’s share capital will increase by a maximum of SEK 331,919.90 SEK, or the higher sum of a maximum of SEK 341,675.50 which can be actualised on full utilisation of the company’s option rights designated TO5 and TO10, whereby a new subscription of a maximum of 1,170,661 shares, each share with a quota value of SEK 0.10, may be arranged. Thus, a maximum of 3,416,755 new shares may be subscribed to within the scope of the new issue, with a maximum of 97,555 shares being subscribed to with the support of shares obtained after the utilisation of existing subscription options, which may be used in connection with the issue. The last day for subscription utilising the company’s option rights TO5 and TO10 in order for the shares acquired through such a subscription to carry entitlement to participation in the issue was Friday 23 May 2008.
Anyone registered as a Paynova shareholder on the record date of 11 June 2008 has preferential rights to subscribe to one (1) new share for each whole number of twelve (12) shares owned. Subscription to the new shares must be made during the period from 16 June to 30 June 2008. For each two (2) subscribed and allocated shares, one (1) Option Right 2008:2 will be received, and for each subscribed and allocated share, one (1) Option Right 2011 will be received. The new shares will be issued at a rate of SEK seven (7) per share, which means that the company will be provided with a maximum of SEK 23,917,285 before deductions for issue costs. In addition, Option Right 2008:2 and Option Right 2011, if fully utilised, will provide the company with around MSEK 11.6 and 30 respectively.
CEO Björn Wahlgren reported on activities and developments during the past financial year and presented a look ahead at Paynova’s status and potential. He reported on the company’s financial development during 2007 and the first quarter of 2008. Subsequent questions focused on the status and potential of the partnership with China’s CRD and Paynova.
“Paynova is now working intensively on the company’s first operational delivery for CRD, and work to establish a subsidiary in China is continuing. We estimate that during the remainder of 2008 huge resources will be invested in the partnership with CRD, and we expect a very good return from these investments.”
Within online gaming, we have previously confirmed that we have a competitive offer. With the launch of Paynova’s In-Game service during the spring, the concept has been strengthened further. Paynova will continue to grow with small and medium-sized customers in the online gaming segment, both through new partnerships and the strong underlying growth found in the segment.
The canvassing of new customers within prioritised segments will continue to be intensive and even more focused in 2008. In the retail segment, we will also devote more energy to customers outside Sweden and to e-retailers with sales in several countries. I view 2008 as the start of a very exciting and eventful period for Paynova,” commented CEO Björn Wahlgren.
Ahong Lee, chairman of the board of Paynova’s Chinese partner CRD, reported on CRD’s investments in an extensive virtual world, as well as Paynova’s and CRD’s cooperation in the field. Ahong Lee also gave a more detailed presentation of CRD’s activities, focusing on the combination of traditional e-commerce and the virtual economy in China, both within China and between China and the West.
The annual accounts and audit report were presented to the meeting. The profit and loss statement and balance sheet were adopted in accordance with the submitted annual accounts and the board members and the CEO were discharged of liability. It was noted that board members and the CEO, who have shares in Paynova, did not participate in the decision.
The Annual General Meeting decided to re-elect Lars Guldstrand as chairman, and Dan Blomberg, Magdalena Bonde, Bengt Holmqvist and Ulf Risberg as ordinary board members. Karl-Magnus Karlsson stated that he was not available for re-election.
The election committee proposed that fees for the board should amount to SEK 650,000, with SEK 350,000 being paid to the chairman, and that the auditors’ fee should be paid according to the approved calculation. It was also proposed that a sum of no more than SEK 750,000 should be placed at the board’s disposal as payment to board members for committee work or for special agreed assignments in addition to what is included in the board fee. The Annual General Meeting decided to accept the proposal.
In addition to the above, the Annual General Meeting approved the board’s proposal, as per points 14, 15, and points 19-22 in the invitation to the Annual General meeting regarding the following: guidelines regarding remunerating senior management figures, changes to the Articles of Association, authorisation for guarantee compensation, authorisation regarding a targeted issue of new shares, etc., as well as the implementation of an incentive scheme. The Annual General Meeting’s decision in accordance with the board’s proposal as per points 20 and 21 in the invitation to the Annual General Meeting include authorisation regarding a targeted issue of new shares for CRD, as well as a targeted issue of new shares, etc. for strategic partners. The board is authorised to make a decision to issue new shares amounting to the equivalent of ten (10) and ten (10) per cent of the share capital as of 7 May 2008.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Lars Guldstrand, Chairman of the Board, Paynova AB (publ.)
Telephone: +46 (0)70-528 81 81
ABOUT PAYNOVA
Paynova offers an international, account-based complete service for payments via the Internet. With Paynova as the only counterpart, e-retailers have access to 21 payment options with credit cards, debit cards and Internet banks, in 12 languages with 12 currencies in a security-certified interface (PCI). Consumers can also open a Paynova account to make purchases simple and secure, as well as look after transfers between family members, friends and acquaintances. Paynova has agreements with around 1 800 e-retailers. Most are found in the following prioritised segments: travel, retail and media/network games. The company has been listed on NGM Equity since February 2004.
For further information, visit: www.paynova.com.