SUMMONS TO THE ANNUAL GENERAL MEETING
Shareholders in Paynova AB, org. no. 556584-5889, are hereby called to the Annual General Meeting on Thursday 6 May 2004 at 4 pm at Näringslivets hus, Fyrskeppet room, Storgatan 19, Stockholm.
Registrations and right to take part in the Annual General Meeting
Shareholders who wish to attend the AGM must send written notification of this to Paynova AB, Box 30107, SE-104 25 Stockholm by 4 pm on Thursday 29 April 2004. This may also be done by e-mail to info@paynova.com or by fax to +46 517 100 10. Shareholders do not need to state whether they are bringing an assistant. The number of assistants may be no more than two. The notification should state name, personal or corporate ID number, address and telephone number. Representatives and proxies for legal entities are requested to submit authorisations prior to the meeting.
To be entitled to attend the AGM, shareholders must be registered in the share register kept by the Securities Register Centre (Värdepapperscentralen VPC AB) by Monday 26 April 2004. Shareholders with shares managed by an authorised fund manager (bank or stockbroker) must request to be temporarily registered in his or her own name in the share register in order to be able to vote at the meeting. Shareholders who require such re-registration must inform their fund manager well in advance of Monday 26 April 2004, by which time any such re-registration must have taken place.
Matters and proposals for the agenda
1. Opening of meeting.
2. Election of chairman for the meeting.
3. Establishment and approval of voting list.
4. Approval of proposals for the agenda.
5. Election of one or two minutes-checkers.
6. Checking whether the meeting has been duly convened.
7. Presentation of submitted annual accounts and audit report.
8. Decisions
on confirmation of the profit and loss statement and balance sheet
on arrangements concerning profit or loss as per the confirmed balance sheet
on discharging the board members and CEO of liability
9. Determining the fees for the board and auditors.
10. Election of the board and, if applicable, auditor and any deputy required.
11. Any other business concerning the meeting in accordance with the Swedish Companies’ Act or the articles of association.
12. Authorisation for the board to take decisions on new share issues etc. until the next AGM.
13. Conclusion of the meeting.
Proposals for decisions
“The board proposes that the AGM authorise the board, for the period up to the next AGM, on one or several occasions, with or without deviation from the shareholders’ preferential rights, to make decisions on new issues of shares and/or issues of convertible promissory notes, against cash payment and/or with provisions concerning contribution in kind or off-set or otherwise with conditions within the framework of the company’s stated share capital.”
With this proposal, the board intends to be able to utilise opportunities that arise to strengthen the company financially. Investments from industrial/financial institutions displaying interest in the company should increase opportunities for rapid international establishment and at the same time lead to business partnerships. This proposal falls within the framework of the financing programme announced prior to the recently implemented stock exchange quotation on NGM. When a decision is made on deviation from shareholders’ preferential rights, the share capital may increase by a maximum of SEK 200,000 or the number of shares by a maximum of 2,000,000 shares. In the event of deviation from the shareholders’ preferential rights, the issue price is set in line with the market.
A resolution in accordance with this proposal requires the support of shareholders representing a minimum of two thirds of both the votes cast and the shares represented at the meeting.
Documents
The company’s annual accounts and audit report for the 2003 financial year will be available from the company and on the company’s website from Thursday 22 April 2004. The board’s complete proposal for the resolution concerning authorisation under point 12 above will be available from the company and on the company’s website from Thursday 29 April 2004. The documents will also be sent out to any shareholders and holders of convertible promissory notes who request them and provide their postal address.
Stockholm, April 2004
Paynova AB
The Board
About Paynova
Paynova AB, listed on NGM Equity on 26 February 2004, is a company specialising in secure online payments. The Paynova Wallet is a digital wallet for digital transactions that can handle amounts from 5 pence and up. The digital wallet enables the customer to manage and control purchases limiting his/her personal credit card or eBanking information to only one counterpart. The Paynova Wallet is easy to acquire and use, and simple for the merchant to install. More than 20 000 banks worldwide accept the Paynova solution for VISA and MasterCard payments. Since its launch in 2001, Paynova AB has signed agreements with more than 500 companies and organisations that now offer the Paynova Wallet as a payment option on their websites. Pelle Hjortblad is the CEO of Paynova. The full Paynova share prospectus can be found at www.paynova.com