The shareholders of CashGuard AB (publ) are hereby summoned to an extraordinary shareholders' meeting to be held Tuesday, June 10, at 15:00, at Täby Park Hotel, Kemistvägen 30, Täby. Notice of attendance Shareholders attending the extraordinary shareholders' meeting must give notice of their intent to participate to the company no later than Thursday, June 5, 2008, to the address CashGuard AB, Box 2960, Propellervägen 10-12, 187 29 Täby. Notice may also be given by phone to + 46 8 732 22 00, fax + 46 8 732 22 80 or e-mail to bolagsstamma@cashguard.se. The notice must specify name, personal identity number or company registration number, address, telephone number and shareholding. Shareholder or proxy with intent to be accompanied by one or two advisors must give such notice at the same time as the above mentioned notice. Shareholders participating by proxy should hand it in, in connection with the notice of participation of the extraordinary shareholders' meeting. Proxy forms for shareholders who intend to participate in the meeting through proxy will be accessible on the company's web page www.cashguard.se. Right to participate The right to participate in the extraordinary shareholders' meeting is limited to shareholders that are recorded in the company's share register kept by VPC AB as of Tuesday, June 3, 2008. Shareholders whose shares are registered in the name of a trustee must well in advance before the above mentioned date arrange a temporary registration at VPC in the name of the shareholder. Proposed agenda 1. Election of chairman of the meeting. 2. Preparation and approval of the register of votes. 3. Approval of the agenda. 4. Election of one or two persons to confirm the minutes. 5. Determination as to whether the meeting has been duly convened. 6. Resolution in respect of merger between PSI Group ASA and CashGuard AB (publ). 7. Determination of number of board members and deputy board members. 8. Election of board members 9. Determination of fees and other compensation for board assignments. 10. Other matters 11. Closing of the meeting. Resolution proposals Merger (item 6) The Board of Directors proposes that CashGuard AB shall merge with PSI Group ASA. The proposed merger entails that CashGuard AB is dissolved without going through liquidation and that all CashGuard AB's assets and liabilities are absorbed by PSI Group ASA. Shareholders in CashGuard AB will receive shares in PSI Group ASA as consideration. PSI Group ASA will have its primary listing in Norway, and will apply for secondary listing in Sweden concurrent with the completion of the merger. The proposed name of the merged company is PSI Group ASA. Upon completion of the merger 7.3320 CashGuard Series B shares will give 1 PSI share and 6.9829 CashGuard Series A shares will give 1 PSI share (inversely, 1 CashGuard Series B shares will give 0.136389 PSI shares and 1 CashGuard Series A share will give 0.143208 PSI shares). The consideration shares will be made available through an increase of the share capital in PSI. The shares issued will be distributed only to CashGuard AB's shareholders. Fractions of shares will not be issued. Customary procedures for rounding off will be applied with respect to such shareholdings in CashGuard AB that entitle the shareholders in CashGuard AB to fractional shares in PSI Group ASA. Accordingly, a shareholding in CashGuard AB qualifying for at least 0.5 share in PSI Group ASA (in addition to the number of whole shares in PSI that such persons are entitled to, if any), shall give the right to receive 1 PSI Group ASA share for such fraction. A shareholding in CashGuard AB qualifying for less than 0.5 share in PSI Group ASA (in addition to the number of whole shares in PSI Group ASA that such persons are entitled to, if any), shall not give the right to receive any share in PSI Group ASA for such fraction. The merger is expected to be completed before the end of August 2008. The decision of the shareholder's vote at the shareholder's meeting must, in order to be valid, be supported by more than two thirds of votes cast and shares present at the meeting. Copies of the merger plan including exhibits thereto may be received free of charge from CashGuard AB, and on CashGuard AB's web page, www.cashguard.se. More information about PSI Group ASA can be found at www.psi.no. Determination of number of board members and deputy board members, election of board members and determination of fees and other compensation for board assignments (items 7-9) According to the merger plan it is proposed that the Board of Directors of PSI Group ASA shall consist of five members, with Leif Flemming Bakke as chairman and Erik Pinnås, Bente Holm Mejdell, Mats-Olof Ljungkvist and Annika Sten Pärson as members. In order to ensure continuity during the merger process it is proposed that the above mentioned members are elected as board members of CashGuard prior to the merger. In accordance therewith, it is proposed that the Board of Directors of CashGuard AB shall consist of five (5) members and zero (0) deputies. Leif Flemming Bakke is proposed as chairman. Erik Pinnås, Bente Holm Mejdell, Mats-Olof Ljungkvist and Annika Sten Pärsson are proposed as board members. It is proposed that the remuneration to the Board of Directors shall be 950,000 SEK, on a yearly basis, of which 350,000 SEK to the chairman and 150,000 to the remaining members. Description of the proposed new members of the board Erik Pinnås Mr Pinnås started his career as a service technician in Scanvekt-Antonsen AS in 1980. After this he worked as a salesman in Pinnås System AS, and four years as a head of sales in UBI AS. In 1993 and 1997 he established Pinnås System Industri AS and Pinnås System International AS respectively. Mr. Pinnås was the manager of PSI Group from 1997 until March 2006. In addition, he is the chairman the election committee in PSI Group ASA. Other current board assignments: PSI Finance AS, Hvaler Gjestehavn AS, Arepo Eiendom AS, Opera Finans AS, Diamond Holding AS, Probitas AS, Pinnås Eiendom AS, Trolls Village AS and Kroksand Eiendom AS. Bente Holm Mejdell Ms. Holm Mejdell has experience from Norsk Kontantservice AS - NOKAS as a CEO. She is currently a unit director for the hospital unit in the municipal of Oslo. In addition, she is the chairman of the board for the hospital of Buskerud. Furthermore, she has experience from roles such as a CEO in HR and HMS in Dyno and as an area director in Norges Bank. Ms. Holm Mejdell holds a degree in Civil Engineering and a bachelor degree in economics. Other current board assignments: Blefjell Sykehus HF, Sykehuset Asker og Bærum HF, Fossheim Industrier AS and Sykehuset Buskerud HF. Annika Sten Pärson Ms. Pärson currently holds the title as sales and marketing manager at Com Hem AB. She has previously worked as a strategy consultant at Lowe Plus, district manager Coop Forum, business developer Föreningssparbanken and head of marketing Candelia. The number of shares and votes On the record date deciding the right to participate in the shareholder's meeting (June 3, 2008) the total amount of shares was 99 205 633, out of which 1,000,000 were class A shares and 98,205,633 class B shares, and the total number of votes 108 205 633. Täby, May 2008 CashGuard AB (publ) The Board of Directors
CashGuard AB: Notice of extraordinary shareholders' meeting in CashGuard AB (publ)
| Source: Cash Guard AB