PAYNOVA AB CALLS AN EXTRAORDINARY GENERAL MEETING
The board of Paynova AB (publ) has decided to summon an extraordinary general meeting on 7 December 2005. The following agenda is proposed:
· Motion to authorise the board to resolve on a preferential share issue in the event that the planned capital infusion through exercising option rights (TO 6) does not occur within the framework for the company’s financing plan
· Changes to the board
Authorisation
The company has issued option rights to purchase new shares, named TO 6, with an exercise period up to and including 31 December 2005, at an option price of SEK 8 per share. In the event TO 6 is fully subscribed, the company will receive over MSEK 14 that will be included in the company’s financing plan. In the light of the current share price, the board considers that the capital infusion planned in line with TO 6 needs to be secured by other means in the event that full subscription of TO6 does not occur. The board therefore proposes that the general meeting authorises the board to resolve, at a point during the period 1-31 January 2006 on a new issue of shares against cash payment with preferential rights for shareholders. This issue shall be no higher than the number of shares that would provide the company with issue funding to a total of MSEK 16, after deducting funds received through the TO6 subscription.
In the event that all shares in the new issue are not taken up by preferential rights holders within the framework for the maximum issue amount, the board shall determine how surplus shares are to be allocated.
The terms for that part of the share issue that replaces TO6 shall in all other respects be determined by the board.
Underwriting consortium guarantees possible new issue
Shareholders who together hold around 30 percent of the shares have undertaken to subscribe to shares for approx SEK 4,000,000 in a preferential share issue. Additionally, an underwriting consortium comprised of a small number of financial investors have undertaken to subscribe to that part of the issue not taken up by the shareholders, with or without preferential rights, up to the sum of approx. SEK 12,000,000. A share issue in the sum of SEK 16,000,000 is thereby underwritten. A more detailed account of subscription undertakings and issue guarantees will be provided in the share issue prospectus that is expected to be published in January or February 2006, if the issue takes place.
Changes to the board
As previously announced, and in accordance with company policy that the CEO shall not be a board member, CEO Lars Ekstedt will leave the board in conjunction with the extraordinary general meeting. The board chairman, Peter Enström, has announced that he wishes to resign from the board at the annual general meeting of 2006.
The Paynova election committee proposes that Lars Guldstrand and Erik Hallberg be appointed as new members of the board, and that Lars Guldstrand is appointed vice chairman of the board. Lars Guldstrand and Erik Hallberg are nominated for election in conjunction with the extraordinary general meeting.
Lars Guldstrand was previously the Group CEO for O-listed Eniro where he headed the transformation of Eniro from a catalogue company to one of the most successful Internet companies in Europe.
Erik Hallberg is Senior Vice President of TeliaSonera AB, with responsibility for the Baltic countries. He is also chairman of the board of NGM-listed Confidence International AB and a member of the board of O-listed Prevas AB.
Time and place
The EGM will be held at 17.00 on Wednesday 7 December 2005 at Citykonferensen, Malmskillnadsgatan 46, Stockholm.
Attendance
Attendance can be confirmed by post to Paynova AB, Box 30107, 104 25
Stockholm, by fax +46 (0) 8-517 100 29 or email anm@paynova.com.
Notification of the calling of an EGM was also published on 22 November 2005 in Svenska Dagbladet and Post- och Inrikes Tidningar.
For further information, please contact:
Peter Enström, chairman of the board, Paynova AB
Tel: +46 (0) 70-574 99 82
Paynova AB offers an international, account-based payment service on the Internet. Clients and consumers are free to choose the refill and payment service they wish: the Paynova wallet, credit card, Internet bank, giro bank and several local payment services in 8 languages and 7 different currencies. E-tailers have access to all this in a safety certified interface with Paynova as exclusive contracting party.
Paynova partners with over 900 e-tailers, mainly in the prioritised travel, retail, media and network gaming segments. Paynova partners include Swebus Express, SJ, Ryanair, CD WOW, Fujifilm Sverige and TV4. Listed on the NGM exchange since February 2004, Paynova has 25 employees. For more information, point your web browser to www.paynova.se.