Effnet calls a general meeting
4/2/2003 9:57 AM EST
Effnet calls a General meeting
The stockholders of Effnet Group AB (publ) are hereby called to an
ordinary general meeting at 10:00 am on Wednesday 30 April, 2003 at
Gustafs Konferenscenter, Gustavslundsvägen 151 G, Alviksstrand, Bromma,
Sweden.
Entitlement to attend the meeting
Stockholders who wish to attend the meeting must
first be entered in the stock register maintained by VPC AB ("VPC") as
of Thursday 17 April, 2003,
second give the company notice of their intention to attend the meeting
no later than 4:00 pm on Friday 25 April, 2003.
In order to be entitled to attend the meeting, stockholders whose stocks
are registered to nominees must temporarily re-register the stocks in
their own name. Such registration must have been carried out (registered
at VPC) no later than Thursday 17 April 2003. This means that the
stockholder must inform the nominee of such re-registration in good time
before that date.
Notice of attendance at the meeting
Notice of attendance at the meeting must be given in writing to Effnet
Group AB, Box 15040, 167 15 Bromma, Sweden, or by telephone on +46 (0) 8-
564 605 50, fax +46 (0) 8-564 605 60 or by email to:
The notice shall include name and national
insurance number/company registration number, address and telephone
number. Stockholders represented by proxies shall issue a written power
of attorney to the proxy. The power of attorney should be sent to the
company at the above address in good time before the meeting.
Proposed agenda
1. Opening of the meeting and election of its chairman
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to check the minutes
5. Examination of whether the meeting has been duly called
6. Submission of the annual report and auditor's report together with
the
consolidated annual report and auditor's report
7. To resolve on adoption of the profit and loss account and balance
sheet together with the
consolidated profit and loss account and balance sheet
8. To resolve on arrangements for the company's profit or loss as
shown in the balance sheet
adopted
9. To resolve on release from liability of the members of the board
and the chief executive officer
10. Establishment of the number of board members and auditors and
deputies
11. Establishment of directors' fees and remuneration to auditors
12. Election of directors and auditors and deputies
13. Resolution regarding amendments to the articles of incorporation
14. Authorisation of the board to resolve on new issues of stocks and
issues of convertible
promissory notes or promissory notes linked to options to subscribe
15. Any other business
16. Closing of the meeting
Proposed resolutions
Arrangements for the company´s profit or loss etc (item 8 )
The Board does not recommend a dividend to stockholders for accounting
year 2002.
Resolution regarding amendments to the articles of incorporation (item
13)
The Swedish Shareholders´ Association has proposed that § 8 of the
articles of incorporation be changed to read that the call for a General
meeting be advertised in Post- och Inrikes Tidningar and in Dagens
Nyheter or another national daily newspaper. The Board supports the
proposal.
Authorisation of the board to resolve on new issues of stocks and issues
of convertible promissory notes or promissory notes linked to options to
subscribe (item 14)
The board proposes that the general meeting resolve to authorise the
Board, on one or more occasions during the period up to the next
ordinary general meeting, to resolve to issue new stocks and/or take up
loans by issuing convertible promissory notes or promissory notes linked
to options to subscribe against payment in ready money, contributions in
kind and/or by means of set-offs with or without exception to the
stockholders' preferential rights. The Board may not exercise such
authority in a manner that involves the number of newly issued stocks
and the number of stocks that may arise from the redemption of
convertible promissory notes or be subscribed to because of issued
options to subscribe exceeding a total of 14,000,000 stocks, in which a
total of no more than 6,000,000 stocks may relate to stocks arising from
cash issues of stocks.
The object of the authorisation is to give the Board the opportunity to
make and/or finance corporate acquisitions by issuing financial
instruments or to issue stocks to industrial partners within the
framework of cooperations and alliances.
Other
The annual report for the accounting year 2002 will be accessible at the
company at its address Gustavslundsvägen 151G, 167 15 Bromma, Sweden, as
from 16 April, 2003 and will be sent to stockholders who request so and
give their address. The complete proposal of the Board for amendments to
the articles of incorporation will be accessible at the company as from
23 April, 2003 and will be sent to stockholders who request so and give
their address.
Stockholm, April 2003
Effnet Group AB (publ)
The Board
About Effnet
Effnet Group AB (publ) is the parent company of a group consisting of
the wholly owned subsidiaries Effnet AB, Factum Electronics AB and Wkit
Security AB. Effnet AB develops and sells Effnet Header Compression, a
software application that increases the efficiency, speed, and
reliability of Internet Protocol (IP) traffic in fixed, mobile, and
satellite networks. Factum Electronics AB develops and sells components
and systems for digital radio (DAB) and components for digital stereo
sound in television broadcasting (NICAM). Wkit Security AB specializes
in the development and sales of the Don't Bother Burn (DBB) copy
protection software for CD-ROM. Effnet Group AB (publ) is listed on the
New Market list in Stockholm (symbol: EFFN). More information is
available on www.effnet.com.
For additional information, please contact:
Göran E Larsson, CEO Effnet Group AB (publ) Tel: + 46 (0) 8 564 605 50
Mob: + 46 (0) 705 65 68 69
Hans Runesten, VP Effnet Group AB (publ) Tel: + 46 (0) 8 564 605 50
Mob: + 46 (0) 70 280 26 26