BULLETIN FROM THE ANNUAL GENERAL MEETING
Chief Executive Officer Lars Ekstedt reported on activities and developments during the past financial year and presented a look ahead at Paynova’s status and potential. Lars Ekstedt emphasised, among other things, investments made and the significant potential for the company on the American market. Chief Financial Officer Johan Waxberg reported on the company’s financial development during 2005 and the first quarter of 2006. The following issues were focused on [kompletteras].
“It has been an intensive year for Paynova. Interest in our payment service continues to be high and the volume potential for 2006 looks promising. For this reason, resource and quality assurance has been one of our main focal points during the past six months. This will ensure that all systems and procedures function when we enter into a period of rapid growth in transaction volumes.
The agreement to acquire the American company Global Product Management (“GPM”) is significant for Paynova in several respects, not only because the acquisition will add significant volumes for Paynova, but also because the acquisition of GPM will gain us an established industrial partner in the USA that will bring significant resources adapted to the American market.
The immediate future will remain intensive for Paynova. With the investments we have now made, we have good conditions for meeting the increasing demand and expanding activities for profitable volumes in the future,” said CEO Lars Ekstedt in his commentary.
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.
The Annual General Meeting decided to re-elect Lars Guldstrand as chairman, and Dan Blomberg, Magdalena Bonde, Erik Hallberg, Bengt Holmqvist, Marie-Louise Kjellström and Ulf Risberg as ordinary Board members.
In accordance with the Board’s proposal, the Annual General Meeting decided to change the articles of association on a number of points in order to bring it in accordance with the new Swedish Companies Act.
In accordance with the Board’s proposal, the Annual General Meeting decided to authorise the board to make decisions on new issues of shares and/or convertible promissory notes and/or subscription options. If the authorisation is used in its entirety, this will involve a dilution of around 9.7 per cent of the share capital and votes in the company after exercise of all subscription and convertible rights, based on the currently registered share capital of SEK 2,415,526. The aim of the authorisation is to be able to use securities of the type that the authorisation regards as payment in connection with the acquisition of companies, activities or assets and, in connection with the signing of strategic partnerships, to be able to offer ownership in the company to industrial investors.
In accordance with the Board’s proposal, the Annual General Meeting decided to start an option scheme for senior executives and specialists, plus other employees in the group. The option scheme mainly involves all the employees of the Group being offered the option to purchase a maximum of 1,000,000 subscription options at the market price (premiums).
In accordance with the Board’s proposal, the Annual General Meeting elected to authorise the Board with regard to the raising of financing.
In accordance with the Board’s proposal, the Annual General Meeting decided to set up an election committee.
The Annual General Meeting decided to give the Board authorisation for strategic acquisitions and thus fulfil the framework agreement on acquisitions signed with Global Product Management (“GPM”).
The nomination committee, which consists of the Chairman of the Board and representatives of the five largest identifiable shareholders, proposed the fee to be divided among the Board be increased to SEK [x00,000]. It was also proposed that a sum of no more than SEK [x 000,000] should be placed at the Board’s disposal as payment to Board members for special agreed assignments in addition to serving on the Board. The Annual General Meeting decided to accept the proposal.
All decisions taken by the meeting were unanimous.
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 payment service via the Internet. With Paynova as the only counterpart, e-retailers get a payment guarantee for around twenty payment options in 10 languages with 8 currencies in a security-certified interface (PCI). Consumers can open an account, a Paynova wallet, for free on the Internet to make purchases more secure and simpler, as well as look after transfers between family members, friends and acquaintances.
Paynova has agreements with around 1,000 e-retailers. Most are found in the following prioritised segments: travel, retailing and media/network games. The company has been listed on NGM Equity since February 2004. For more information: www.paynova.com