Resolutions adopted at Extraordinary General Meeting
12/21/2001 10:27 AM EST
At the Extraordinary General Meeting in Effnet Group AB (publ) December
21, 2001 the following resolutions were inter alia adopted mainly with
the following content.
1 Resolved to adopt new Articles of Association. The revision
concern the company changing its domicile to Stockholm, the company's
activity being adjusted and the resolution stating that the General
Meeting should be able to be held in several locations is removed.
2 Svante Carlsson and Hans Runesten were elected new members of
the Board of Directors. Besides Svante Carlsson and Hans Runesten the
Board of Directors consists of Magnus Ryde and Göran E Larsson.
3 It was resolved to grant an additional 1,438,000 call options
in accordance with the Group's Global Option Program, which was adopted
by the Extraordinary General Meeting on November 29, 2000.
No more than 438,000 options shall be granted to employees in possession
of previously issued options with an exercise price of SEK 10 per share,
no more than 500,000 options shall be granted to employees not
previously in possession of options, and no more than 500,000 options
shall be granted to newly elected Board of Directors. Senior managers
and key employees of the Group may each be granted no more than 250,000
options, and residual employees no more than 25,000 options. Newly
elected members of the Board of Directors may each be granted no more
than 250,000 options. At the allotment of options, employees in
possession of previously allotted options may only be granted new call
options on the condition that he or she return the previously allotted
options or abstain from exercising said options. The General Meeting
approves the on selling of shares in connection with the exercise of the
call-options.
In the event that all 1,438,000 options are allotted, the Group's
employees and Board of Directors will be able to acquire shares in the
Company in the amount corresponding to a dilution of approximately 1.79
percent. In consideration of previously adopted option plans, the total
dilution amounts to approximately 4.79 percent. Earlier subscription
warrant programs with exercise prices which the Board of Directors
perceive not to have any dilution for the shareholders have not been
taken into account.
4 It was resolved to authorize the Board of Directors to, issue
subordinated debentures with not more than 1,941,300 detachable
warrants, which each shall entitle the holder to subscribe for one share
in the company. Entitlement to subscribe for the debentures shall, with
deviation from the shareholders' pre-emptive rights, rest with wholly
owned subsidiaries in the Group. The reason for the deviation from the
pre-emptive rights of the shareholders is to guarantee the fulfilment of
the obligation to grant options in accordance with the share option plan
described above and to cover administrative costs, social security costs
and equivalent foreign taxes which may be incurred due to the plan.
Stockholm, November 2001
Effnet Group AB (publ)
THE BOARD OF DIRECTORS
About Effnet
Effnet innovates and licenses award-winning key technologies that
resolve data speed, efficiency and security challenges in Internet
Protocol (IP) networking and IT security. Effnet focuses on software
development in Robust Header Compression (ROHC), a technology viewed as
becoming essential for providers of IP-based wireless networks. Effnet's
wholly-owned subsidiary, Wkit Security, develops copy protection
software. The Effnet group employs approx. 50 persons. Effnet Group AB
shares are traded on Sweden's Nya Marknaden (symbol: EFFN). Read more
about Effnet at www.effnet.com. Read about Wkit at www.wkit.com.
For additional information contact:
Magnus Ryde, Chairman Effnet Group AB +1 (650) 483 96 38
Göran E. Larsson, Vice chairman Effnet Group AB +46 (0)8 544 979 91 or
+46 (0)705 65 68 69