SUMMONS TO THE EXTRAORDINARY GENERAL MEETING OF PAYNOVA AB (PUBL)
(NGM: PAY)
Shareholders in Paynova AB (publ), org. no 556584-5889, are hereby called to an Extraordinary General Meeting on Thursday, 19 April at 5 pm at Näringslivets Hus, Storgatan 19, Stockholm.
Registration
All those registered as shareholders in the share register kept by Securities Register Centre (VPC AB) by 13 April 2007, and who have registered their attendance with the company latest by Monday, 16 April at 4:00 pm, are entitled to attend. Registrations may be sent by mail to Paynova AB, PO Box 23 059, SE-104 35 Stockholm, by fax to +46 (0)8-517 100 29 or by e-mail to: anm@paynova.com. The registration should contain the name of the shareholder, his or her personal or corporate ID number, address, telephone number, and number of shares held.
Shareholders whose shares are registered in the name of an authorised agent must have their shares registered in their own names , in order to be registered as shareholders by 13 April 2007. This registration may be temporary.
Matters to be discussed at the Extraordinary General Meeting
Proposed agenda
1. Opening of meeting
2. Election of a chairman for the meeting
3. Establishment and approval of voting list
4. Approval of the agenda
5. Election of one or two minutes-checkers
6. Checking whether the meeting has been duly convened
7. The Board’s proposal for new issue of shares with preferential rights for shareholders
8. The Board’s proposal for issue of option rights for new purchase of shares “Option rights 2007”
9. The Board’s proposal for issue of option rights for new purchase of shares “Option rights 2008”
10. Conclusion of the meeting
The Board’s proposal for decisions, items 7, 8 and 9
In order to replace the financing that was received in relation to the restructuring agreement with the Indian company Xponse, which was cancelled in February 2007, and to safeguard financing of current operations, the Board has proposed to the meeting new issue of shares with preferential rights for shareholders, so that each twenty old shares gives the right to purchase one new share. In addition, shareholders who are allocated one (1) share in the new issue can also receive one Option right 2007 and one Option right 2008.
The Board’s proposal for new share issue according to item 7
The Board proposes that the meeting makes the decision that the company’s share capital, which now amounts to SEK 3,285,186.40, should increase by a maximum of SEK 164,259.20, or to the higher amount of SEK 167, 999.10 which can be achieved if the all of the company options “TO9/T3” allowing the purchase of a maximum of 746,160 shares with a quota value of SEK 0.10 are exercised. In this way, a maximum of 1,679,901 new shares can be purchased within the framework for the new issue, 37,308 of which can be bought with support of shares received following exercise of existing subscription options, which can be exercised in relation to the issue. The last day that share subscriptions exercising the company options “TO9/O3” must be completed for the share received through such subscription to give the right to participate in the issue will be Monday, 16 April 2007.
Those who are registered as shareholders of Paynova on the day of reconciliation have preferential rights to the subscription of one new share for each twenty shares held. Subscription to the new shares must take place during the time from, and including, Monday, 7 May 2007 until, and including, Monday, 21 May 2007. The reconciliation day for receiving subscription rights will be Wednesday, 2 May 2007. The issue price of the new shares is SEK 11.80 per share.
The new shares provide the right to dividend, to the extent that payment of dividend is decided, from, and including, the 2006 financial year, under the condition that the new shares are registered and entered into VPC AB’s share register before the reconciliation day for the dividend.
If the proposed preferential issue is fully subscribed, the dilution effect will be equivalent to approximately 5.1 percent of the share capital and votes.
The Board’s proposal for issue of Options 2007 for new subscription of shares according to item 8
The Board proposes that the General Meeting, deviating from the shareholders’ pre-emptive rights, makes the decision about a private placement of a maximum of 1,642,593 options, or the higher number of 1,679,901 options that can be realised with full exercise of the company’s options called “TO9/TO3” through which new subscription of a maximum of 746,160 shares can take place. In this way, a maximum of 1,679,901 options can be subscribed to within the framework of this decision concerning new issue, of which a maximum of 37,308 options can be subscribed to with the support of shares received following exercise of existing subscription options.
The options are proposed, deviating from shareholders’ preferential rights, to be subscribed by Mangold Fondkommission AB with the right and obligation to transfer options, free of charge, to those who purchase shares in the preferential issue described in item 7 above. Each paid and subscribed for share provides the right to one Option 2007. The reason for the deviation from the shareholders’ preferential right is to enable the structure of the preferential issue, through which each shareholder receives one “unit” containing a share, an Option 2007 and an Option 2008.
The latest date for subscription of the options is Monday, 30 April 2007.
Two options give the holder the right to subscribe to one new share in the company at a price of SEK 12. The exercise of the options can increase share capital by a maximum of SEK 83,995.
The subscription period for subscribing to new shares by exercising options runs from, and includes, the day for registering the options until Wednesday, 19 September 2007. In the case of full subscription of the shares in the preferential issue proposed by the Board the dilution effect, when the options are fully exercised, will be equivalent to approximately 2.4 percent of the share capital and votes.
The Board’s proposal for issue of Options 2008 for new subscription of shares according to item 9
The Board proposes that the General Meeting, deviating from the shareholders’ pre-emptive rights, makes the decision about a private placement of a maximum of 1,642,593 options, or the higher number of 1,679,901 options that can be realised with full exercise of the company's options called "TO9/TO3" through which new subscription of a maximum of 746,160 shares can take place. In this way, a maximum of 1,679,901 options can be subscribed to within the framework of this decision concerning new issue, of which a maximum of 37,308 options can be subscribed to with the support of shares received following exercise of existing subscription options.
The options are proposed, deviating from shareholders’ preferential rights, to be subscribed by Mangold Fondkommission AB with the right and obligation to transfer options, free of charge, to those who purchase shares in the preferential issue described in item 7 above. Each paid and subscribed for share provides the right to one Option 2008. The reason for the deviation from the shareholders’ preferential right is to enable the structure of the preferential issue, through which each shareholder receives one “unit” containing a share, an Option 2007 and an Option 2008.
The latest date for subscription of the options is Monday, 30 April 2007.
Four options give the holder the right to subscribe to one new share in the company at a price of SEK 24. The exercise of the options can increase share capital by a maximum of SEK 41,997.50.
The subscription period for subscribing to new shares by exercising options runs from, and includes, the day for registering the options until Wednesday, 30 September 2008. In the case of full subscription of the shares in the preferential issue proposed by the Board the dilution effect, when the options are fully exercised, will be equivalent to approximately 1.2 percent of the share capital and votes.
Other conditions for the issues proposed in items 7, 8 and 9
The issues proposed in items 7, 8 and 9 are proposed, across the board, to be conditional on the General Meeting making the decision in accordance with all of the Board's proposals’ listed items.
Several major holders of Paynova shares, representing approximately 2/3 of share capital and votes, will vote in favour of the proposed issues. Shareholders representing 48 percent of share capital have also undertaken to subscribe to their respective units in the new issue. In addition to this, the company has entered into an agreement concerning a so-called issue guarantee, which means that if the new issue is not fully subscribed using the subscription rights, or through subscription without pre-emptive rights, shares equivalent to 100 percent of the issue will be subscribed to.
As shareholders have declared themselves willing to pay parts of the issue’s liquid assets in advance by offering the company loans, it is proposed that payment for the new share issue, apart from cash payments, can be made by settlement of the claim that a shareholder may have against the company when the Board's complete proposal for a decision is made available as below.
As the issues that are proposed in accordance with items 8 and 9 above will be implemented in deviation of the shareholders preferential rights, a decision at the meeting will need the approval of shareholders holding at least two thirds of both the votes cast as well as the preferential shares at the meeting.
Documents
The Board’s complete proposal, as laid out in items 7, 8 and 9 above in addition to documents, in accordance with Sections 6-8, chapter 13 of the Swedish Companies Act, as well as the company’s interim reports published during 2006, are available from the company from Thursday, 5 April 2007. The documents will be sent free of charge to those shareholders who request them and provide their postal address. The documents will also be made available at the General Meeting.
Stockholm, March
PAYNOVA AB (publ)
The Board
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 simpler and more secure, as well as look after transfers between family members, friends and acquaintances.
Paynova has agreements with around 1,400 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