Resolution from extraordinary general meeting
11/29/2000 9:54 AM EST
RESOLUTION FROM EXTRAORDINARY GENERAL MEETING
Effnet Group AB has unanimously passed a resolution at an
extraordinary general meeting held on 29 November 2000, regarding
the following. The meeting has elected Scott Macomber and Magnus Ryde
as new members of the board. In addition, a global options scheme has
been adopted for employees within the Group. The launch of a competitive
international options scheme will improve the company's opportunities to
recruit and retain skilled personnel. The proposed options scheme will
provide greater flexibility and similarity between the various countries.
The options scheme enables current and future employees of the Group, as
well as the new members of the board elected at the meeting, Scott
Macomber and Magnus Ryde, to obtain options (known as personnel options)
that entitle the holder to acquire shares in the company over a period of
several years. No premium will be paid for the options. The strike price
on exercising the options should in substance correspond to the market
value of the company's share price at the time of issue. The right to
acquire shares will always be exercised no sooner than one year and no
later than five years after the date of issue of the options. Non-vested
options held by an employee are cancelled if the employee ceases to work
for the company. The same applies to options held by external members of
the board if the assignment as board member comes to an end.
The options scheme shall encompass 1,900,000 purchase options. To ensure
that Effnet can supply shares when the options are exercised, and to
cover any social security contributions or corresponding taxes, the
board has been empowered to pass a resolution to issue of promissory
notes connected to a maximum total of 2,100,000 detachable warrants,
which corresponds to a dilution effect of 3.7 per cent of the share
capital. In connection with the approval of this new program, the board
intends to withdraw approximately 1.4 million warrants issued in connection
with an earlier options scheme. The total dilution effect of all of Effnet's
option schemes, including the one just approved, would then amount to
approximately 10.3 percent.
About Effnet
Effnet innovates and licenses award-winning key core technologies
that resolve data speed and security challenges in Internet Protocol
Networking and IT Security. Effnets modular IP packet processing
technology -- the EffnetEdge Toolkit -- as well as its complete firewall
and router technology for hardware manufacturers, enable optimized
performance. The companys data encryption and copy protection technologies,
and security audit services for public and private sector companies, are
offered by the wholly owned subsidiary, Wkit. With more than 75 employees,
the company operates in Stockholm, Luleå and Håverud, Sweden, and in
Silicon Valley, California. Effnet Group AB is listed on the "Nya
Marknaden" (New Market).
Read more about Effnet at www.effnet.com.
Read more about Wkit at www.wkit.com.
For further information, please contact:
Norman Rasmussen
Chairman of the Board
Tel: +1 617 699 8417
Email: