Europeinvestment A/S (formerly Live Networks Holding A/S) CVR no. 10435013 c/o Inwema ApS Kongevejen 53, DK-2840 Holte Telephone 0046 8 545 00140 Stock Exchange Notification 2007-10-31 Re.: Convening of Extraordinary General Meeting Europeinvestment A/S hereby calls for an Extraordinary General Meeting. The meeting will be held on 14 November 2007, at 11:00 a.m. at Philip & Partners Law Firm, Vognmagergade 7, 1120 Copenhagen K. At the Extraordinary General Meeting, the items listed on the agenda below are to be dealt with. Proposal from the Board of Directors to Reduce the Company's Nominal Share Capital The Board proposes to reduce the Company's nominal share capital by DKK 153,607,000 from nominally DKK 192,008,750 to nominally DKK 38,401,750. The capital reduction shall be effected by reducing the per-share-price from DKK 5.00 to DKK 1.00 without an increase of the total issued number of shares. Subsequent to the capital reduction the Company's share capital will amount to DKK 38,401,750 distributed on 38,401,750 shares at a price-per-share of DKK 1.00. The capital reduction amount will be allocated to a special fund that can only be used according to a subsequent resolution from the shareholders, cf. Public Limited Companies Act, sect. 44a(1)(3). The capital reduction will be carried out at a rate of 1/100, which implies that the amount which is allocated to a special fund that can only be used according to a resolution from the shareholders will be DKK 1,536,070 whereas the residual to the nominal reduction amount, DKK 152,070,930 will be allocated to the Company's free reserves. As a consequence of the above the Company's Articles will be amended as follows: § 4 (1) is amended to the following wording: “The share capital of the Company is DKK 38,410,750 distributed into shares of DKK 1 and multiples thereof. A share certificate may include more than one share.” § 4 (3) is amended to the following wording: “The Company's shares are listed at the Copenhagen Stock Exchange and registered in VP Securities Services in multiples of DKK 1.” § 4 (10) is amended to the following wording: “Until 1 April 2011 the Board of Directors is authorised to increase the share capital of the Company by up to nominally DKK 1,996,510,000 without pre-emptive rights of subscription for the Company's existing shareholders by issue of up to 1,996,510,000 new shares of nominally DKK 1 per share. The new shares shall be negotiable instruments, may be issued to bearer and may be paid in by other assets than cash. No limitations on the transferability of the new shares shall apply.” § 5 is amended to the following wording: “At the General Meeting each share of DKK 1 shall represent one vote.” In Exhibit 1 to the Articles of Association, items 4 and 14, “nominally DKK 5” shall be replaced by “nominally DKK 1”, and in section 14, “nominally DKK 50,000,000” shall be replaced by “nominally DKK 10,000,000". Finally, it is proposed that the Chairman of the meeting is authorised to report the decision regarding the decrease of the share capital as well as the final decrease of the share capital and to make such amendments to the resolution which may be required by the Commerce and Companies Agency in connection with the registration. Carrying out the Proposal regarding a Decrease of the Share Capital In accordance with § 16 of the Articles of Association and § 46 of the Companies Act, the proposal regarding decrease of the share capital may only be carried out in accordance with the following procedure: 1. The decrease of the share capital is decided by the General Meeting. The decrease requires a qualified majority of 2/3 of the votes as well as of the share capital represented at the General Meeting. 2. The Company's creditors are requested to report their claims to the Company by publication in the computer information system of the Commerce and Companies Agency. 3. The decrease of the share capital may be carried out at the earliest 3 months after the publication in the computer information system of the Commerce and Companies Agency. As long as reported, due claims have not been fulfilled and adequate security has not been provided upon request for claims not due or disputed, the decrease of the share capital may not be carried out. Backgrounds for the Proposal There are two reasons for the Board's proposal regarding a decrease of the share capital: Firstly, the Company's nominal share price is significantly above the listed share price of the Company's shares. The proposed decrease of the share capital makes it possible for the Company to carry out share issues at market price, which is not possible with the Company's present nominal share price. Secondly, it is stated in the Loan Facility Agreement with Aladdin Investment Services Limited made with effect as of 18 April 2007 that the Company - if the Company is not able to repay the loan on the final repayment date 30 August 2008 - shall ensure that Aladdin Investment Services Limited has the right to convert its receivable into shares in the Company at market price. It must be expected that the decrease of the share capital will be required in order for the Company to be able to fulfil its obligations vis-à-vis Aladdin Investment Services Limited. Aladdin Investment Services Limited has informed the Company that Aladdin Investment Services Limited wishes its receivable repaid by issue of shares at market price before the final repayment date. The Board of Directors of Europeinvestment A/S has accepted this proposal, provided that in connection with a conversion of debt into shares the Company's shareholders are offered to subscribe for shares at the same price as the one determined in connection with the conversion of Aladdin Investment Services Limited's receivable. If, for instance, the market price at which the conversion takes place corresponds to DKK 1.5 per share, then the shareholders of Europeinvestment A/S will be offered to subscribe for shares at a price of DKK 1.5 per share. If the existing shareholders subscribe for all of the offered shares at this price, the debt to Aladdin Investment Services Ltd. will be repaid in cash instead of by issue of new shares. The conversion of the debt will thus only be carried out to the extent the Company's other shareholders do not provide the cash necessary for the repayment of the loan. In order to carry out a conversion and/or a cash share issue, it will at any rate be required for the Company to publish a prospectus. Such a prospectus will describe the conversion and the share issue offered to the Company's existing shareholders in more detail. A conversion and/or a share issue at a price lower than DKK 5 per share may at the earliest be carried out after the decrease of the share capital, i.e. at the earliest 3 months after publication of the General Meeting's decision regarding the decrease of the share capital. - o 0 o - When the General Meeting is called, Europeinvestment A/S has a share capital of nominally DKK 192,008.750, corresponding to 38,401,750 shares of nominally DKK 5 each. Each share of nominally DKK 5 entitles the holder to one vote. Nordea Bank Denmark A/S is the financial institution appointed by the Company as the financial institution through which the shareholders may exercise their financial rights. Each shareholder is entitled to participate in the general meeting if the shareholder no later than 5 days before the general meeting (i.e. no later than 9 November 2007 at 16:00 hours) has forwarded sufficient documentation for his ownership of shares to the Company. Admittance cards may be received from the Company's lawyer Philip & Partners, telephone: 33 13 11 12, Linda Iversen - email: liv@philip.dk - within normal office hours. The shareholder may only vote at the general meeting if the shareholder has been registered in the Company's register of shareholders no later than the date of the notice of the general meeting (i.e. 31 October 2007), or the shareholder has reported and documented his holding of shares no later than the convening of the general meeting. Questions may be made to managing director Castro Khatib at telephone 0046 8 545 00140. Europeinvestment A/S
Convening of Extraordinary General Meeting on 14 November 2007, at 11:00 a.m.
| Quelle: Europeinvestment A/S