|By Business Wire||
|December 9, 2013 10:01 AM EST||
Net Element (NASDAQ: NETE) (the “Company”), a technology-driven group specializing in mobile payments and value-added transactional services in emerging countries and in the United States announced today that at its Annual General Meeting of Shareholders held on December 5, 2013 in Miami, Florida, the proposed resolutions described in the Proxy Statement to the Shareholders dated November 4, 2013 and described hereunder were approved by the required vote of Shareholders:
1. Oleg Firer, Dmitry Kozko, Kenges Rakishev, Mike Zoi, David P. Kelley II, James Caan and Felix Vulis were re-elected as directors of the Company until the close of the next Shareholder’s Annual General Meeting of the Company;
2. the Company’s 2013 Equity Incentive Plan was approved;
3. the Shareholders ratified the selection of independent auditor BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013;
4. the compensation of the Company’s named executive officers was approved by Shareholders, on an advisory (nonbinding) basis;
5. the Shareholders approved, on an advisory (nonbinding) basis, holding advisory votes on the compensation of the Company’s named executive officers once every three years;
6. the Shareholders approved the issuance, of such number of shares of common stock of the Company equal to 10% of the Company’s issued and outstanding common stock as of the date of issuance of such shares in exchange for the Company’s acquisition of 10% of the outstanding shares of TOT Group, Inc.;
7. the Shareholders approved the issuance of 75,000 shares of common stock of the Company to Curtis Wolfe as severance and compensation for his service as an employee of the Company until February 15, 2013, the date his employment with the Company was terminated;
8. the Shareholders approved the issuance, of such number of shares of common stock of the Company equal to up to 4% of the Company’s issued and outstanding common stock as of the date of issuance of such shares to K1 Holding Limited; and
9. the Shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to Net Element, Inc.
At least 21 million common shares of the Company were voted for approval of each of the director nominees and other proposals voted upon by Shareholders (and, in the case of the frequency of advisory shareholder votes on executive compensation, for approval of holding such votes once every three years), representing approximately 75% of total shares issued and outstanding and entitled to vote as of the record date for the Annual Meeting of Shareholders.
About Net Element (NASDAQ: NETE)
Net Element (NASDAQ: NETE) is a global technology-driven group specializing in mobile payments and value-added transactional services. The company owns and operates a global mobile payments and transaction processing provider, TOT Group. TOT Group companies include Unified Payments, recognized by Inc. Magazine as the #1 Fastest Growing Private Company in America in 2012, Aptito, a next generation cloud-based point of sale payments platform, and TOT Money, which has a leading position in Russia and has been ranked as the #1 SMS content provider by Beeline, Russia's second largest telecommunications operator. Together with its subsidiaries, Net Element enables ecommerce and adds value to mobile commerce environments. Its global development centers and high-level business relationships in the United States, Russia and Commonwealth of Independent States strategically position the company for continued growth. The company has U.S. headquarters in Miami and international headquarters in Moscow. More information is available at www.netelement.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element or its business continues to grow. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element's ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element's ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element's ability to successfully expand in existing markets and enter new markets; (iv) Net Element's ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element's business; (viii) changes in government licensing and regulation that may adversely affect Net Element's business; (ix) the risk that changes in consumer behavior could adversely affect Net Element's business; (x) Net Element's ability to protect its intellectual property; and (xi) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.