CashGuard AB: Notice of extraordinary shareholders' meeting in CashGuard AB (publ)


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

Attachments

Press release PDF