BULLETIN FROM THE ANNUAL GENERAL MEETING
The Annual General Meeting decided to adopt the profit and loss statement and balance sheet for the 2004 financial year. Lars Ekstedt and Marie-Louise Kjellström were elected as new Board members. Before the meeting the Board withdrew a proposal concerning a preferential rights issue at a rate of SEK 2. This follows subscription commitments from shareholders and guarantors having ensured that the preferential rights issue of SEK 29 million can instead be implemented at a rate of SEK 4, whereby half as many new shares will be issued. An extraordinary general meeting is therefore planned for 20 June.
CEO Johan Waxberg reported on business activities and what has been learned, and presented a look ahead at Paynova’s status and potential. Questions following this focused on European partnerships and the requirements for volume growth. 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 expand the Board to seven members and to re-elect Dan Blomberg, Magdalena Bonde, Peter Enström, Bengt Holmqvist and Ulf Risberg as ordinary Board members. Magnus Unger declined re-election. Marie-Louise Kjellström and Lars Ekstedt were elected as new ordinary members.
Marie-Louise Kjellström has extensive experience of the internet and service production, having served as CEO and development and marketing manager at companies such as Eniro, Dagens Nyheter and L’Oreal. Lars Ekstedt has served as CEO, administrative director and bank director and has had responsibility for internet-based services at companies such as SEB, Carnegie Fondkommission, Stadshypotek Bank, JP Bank and Nordiska Fondkommission.
The nomination committee, which is composed of the five largest shareholders, proposed that the fee to be divided among the Board be increased to SEK 700,000. It was also proposed that a sum of no more than SEK 1,000,000 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.
The Board reported that the proposal for a new issue at a rate of SEK 2 has been withdrawn. The reason is that shareholders, together with United Brokers AB, have formed a consortium that guarantees an issue equivalent to that proposed previously but with the difference that one new share will be issued for each two of the old ones, at double the rate: SEK 4. The proposal means that the same participation right will be obtained for each new Swedish krona paid. It was proposed that the number of shares be increased by approximately 7.5 million to just under 22.5 million. With the earlier proposal, the number of shares would have been approximately 30 million. Shareholders who supported the proposal have seen the value of being able to halve the number of new shares to be issued and yet at the same time ensure the same issue sum. In the same way the issue rate of SEK 4 with its lesser dilution is deemed to be more shareholder-oriented, and better reflects the company’s excellent volume development during the first quarter.
The proposal requires a decision at an extraordinary general meeting, to which members will soon be summoned.
For further information, please contact:
Peter Enström, Chairman of the Board:
Tel: +46 70 574 9982
About Paynova
Paynova AB offers secure payment solutions over the Internet in the form of a wallet that handles sums from one Swedish krona upwards. The Paynova Wallet is easy to acquire and use, and simple for retailers to install. More than 20,000 banks worldwide accept VISA and MasterCard payments via the Paynova Wallet. Paynova currently has agreements with over 800 e-retailers, e.g. CD WOW, SJ, Fujifilm i Sverige AB, Swebus Express and Ryanair. The company is listed on NGM. For further information, visit: www.paynova.com