DECISIONS TAKEN AT THE EXTRAORDINARY GENERAL MEETING OF PAYNOVA AB (PUBL) ON 21 JUNE 2005
Changes to the Articles of Association
The general meeting decided that the business focus should be changed so that the company’s operations entail “developing Internet-based systems and applications for electronic commerce, as well as offering services for payments and other transfers over the Internet, and also conducting related businesses.” Furthermore, the share capital limits stated in the Articles of Association were increased to at least SEK 1,500,000 and at most SEK 6,000,000. In addition, certain editorial changes were made.
Preferential rights issue and receiving option rights
The general meeting approved the Board’s issue decision dated 18 May 2005, which primarily entails an increase in the company’s share capital by a maximum of SEK 746,160.50 through the issue of at most 7,461.605 shares, each with a nominal value of 10 öre. The company’s shareholders shall have preferential rights to subscribe to the new shares, whereby two old shares entitle the holder to subscribe to one new share at an issue price of SEK 4. The record date shall be 27 June 2005. Subscribing for the new shares shall take place through simultaneous cash payment during the period from 1 July to 25 July 2005. Share allocation to underwriters shall only take place if it has not been possible to distribute all the new shares to others who have subscribed for the shares without preferential rights.
The general meeting also approved the Board’s decision dated 18 May 2005 to issue promissory notes combined with a maximum of 8,355,600 detachable option rights with entitlement for new subscription to a maximum of 4,177,800 shares in the company between 1 January and 31 May 2006 and at a subscription rate of SEK 6 per share (option right 2005/2006), and a maximum of 8,355,600 detachable option rights with entitlement for new subscription to a maximum of 835,560 shares in the company between 1 January and 31 May 2007 and at a subscription rate of SEK 12 per share (option right 2005/2007). The option rights shall be assigned free of charge to the individuals who have been allocated shares in the preferential rights issue, whereby each allocated share shall grant entitlement to one option right 2005/2006, and one option right 2005/2007. Two option rights 2005/2006 grant entitlement to subscribe to one new share. Ten option rights 2005/2007 grant entitlement to subscribe to one new share. In the event of all the option rights 2005/2006 and 2005/2007 being exercised, the share capital will increase by SEK 501,336.
Incentive scheme for employees
The general meeting decided to approve the Board’s issue decision dated 18 May 2005, which primarily entails a promissory note issue by the company combined with a maximum of 1,000,000 detachable option rights with entitlement for new subscription to at most 1,000,000 shares in the company in connection with an incentive scheme for the company’s employees. Option rights shall be offered at market price established in accordance with the accepted option evaluation model. Each option right shall entitle the holder to subscribe for one new share at a subscription rate of SEK 12.50 within a period of two weeks from the day after the time of the company’s publication of each quarterly report during the period from 1 June 2007 to 31 May 2008. The share capital may increase by a maximum of SEK 100,000.
Authorisation of acquisitions
The general meeting decided to authorise the Board, on one or more occasions during the period up to the next AGM, to make decisions regarding new issues of shares and/or issues of convertible promissory notes and/or promissory notes combined with option rights for new subscription of shares against cash payment and/or with provisions concerning contribution in kind or offset or otherwise with conditions and thereby to be able to deviate from the shareholders’ preferential rights. The number of shares that will be able to be issued, the number of shares that will be able to be converted to the relevant number of shares that will be able to be subscribed with the support of option rights for new subscription of shares, shall amount to a total of a maximum of 3,000,000 shares.
Authorisation to pay guarantee compensation in the form of new shares
The general meeting authorised the Board, on one occasion and up until 31 October 2005, to make decisions regarding the new issue of shares with provisions concerning offset or otherwise with conditions and thereby to be able to deviate from the shareholders’ preferential rights whereby, on agreement between the company and guarantors, the Board is given the opportunity to pay guarantee compensation in the form of new shares as a result of the preferential rights issue approved above. Guarantee compensation comprises twelve (12) per cent of the guaranteed amount, irrespective of whether the compensation is paid in cash or in the form of new shares. The issue price for the new shares shall correspond to the volume-weighted average price paid on NGM Equity for a particular monitored period. A maximum of 650,000 shares will be able to be issued.
Stockholm, 22 June 2005
Paynova AB (publ.)
The Board of Directors
Future information:
Interim report 1 April-30 June: 25 August 2005
Interim report 1 July-30 September: 10 November 2005
For further information, please contact:
Peter Enström, Paynova AB, Tel: +46 (0)70 574 9982
www.paynova.com
About Paynova
Paynova AB is a company specialising in secure online payments. The Paynova Wallet is a wallet for digital transactions that can handle amounts 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