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, OPTIONER, FONDER, TERMINER, NYSE, NAS<br />

W.AKTIETIPS.COM, WWW.VCW.SE, WWW.NETANA<br />

RGET, SBI, INFORMATION, HANDEL, FÖRSÄKR<br />

, NYSE, NASDAQ, AMEX, CBOE, WWW.TELETRA<br />

TANALYS.SE, STOCKHOLMSBÖRSEN, NYA MARK<br />

ÄKRINGAR, LISTING PROSPECTUS, AKTIER, OP<br />

OE, WWW.TELETRAD.SE, APRIL 2000 WWW.AKT<br />

NADEN & ANNUAL REPORT 1999 AKTIETORGET,<br />

, OPTIONER, FONDER, TERMINER, NYSE, NAS<br />

W.AKTIETIPS.COM, WWW.VCW.SE, WWW.NETANA<br />

RGET, SBI, INFORMATION, HANDEL, FÖRSÄKR<br />

, NYSE, NASDAQ, AMEX, CBOE, WWW.TELETRA<br />

TANALYS.SE, STOCKHOLMSBÖRSEN, NYA MARK<br />

, OPTIONER, FONDER, TERMINER, NYSE, NAS<br />

W.AKTIETIPS.COM, WWW.VCW.SE, WWW.NETANA<br />

RGET, SBI, INFORMATION, HANDEL, FÖRSÄKR<br />

, NYSE, NASDAQ, AMEX, CBOE, WWW.TELETRA<br />

TANALYS.SE, STOCKHOLMSBÖRSEN, NYA MARK<br />

, OPTIONER, FONDER, TERMINER, NYSE, NAS<br />

W.AKTIETIPS.COM, WWW.VCW.SE, WWW.NETANA<br />

RGET, SBI, INFORMATION, HANDEL, FÖRSÄKR<br />

Listing prospectus in connection with the listing on the<br />

O-list of OM Stockholm Exchange on 19 April 2000.


00010011100101001001010010010110010010010<br />

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0TELETRADE·FINANCIAL·SERVICES·AB*199910<br />

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design and production: kontrapunkt printing: ljunglöfs photos: renato tan & pressens bild


TeleTrade Financial Services<br />

– financial services on the Internet:<br />

This document is essentially a translation of the swedish language version. In the<br />

event of any discrepancies between this translation and the original swedish document,<br />

the latter shall be deemed correct.<br />

Listing prospectus in connection with the forth<strong>com</strong>ing listing on the OM Stockholm<br />

Exchange O-list and Annual Report for the 1999 financial year for TeleTrade Financial<br />

Services AB [publ].<br />

general information concerning investment<br />

in teletrade financial services ab [publ]<br />

This prospectus has been produced in connection with the forth<strong>com</strong>ing listing of<br />

TeleTrade on the O-list of the OM Stockholm Exchange. This prospectus may not be<br />

distributed in any country where distribution requires further registration measures or<br />

any other actions which are not in <strong>com</strong>pliance with Swedish law or which violate the<br />

applicable laws in that country.<br />

The information contained in this prospectus is based on information from TeleTrade<br />

and publicly available and published information unless a specific source is indicated.<br />

While Danske Securities considers that this prospectus provides a true and<br />

<strong>com</strong>plete picture of TeleTrade, Danske Securities cannot be held responsible for the<br />

out<strong>com</strong>e of any investments made based on the information contained in this<br />

prospectus. An investment in TeleTrade entails a high risk factor. Readers are encouraged<br />

to carefully study all parts of the prospectus and to pay special attention to the<br />

risks that are mentioned. Prospective investors must base decisions on their own<br />

judgement of legal, tax, financial, or other issues. Investors should consult their professional<br />

advisor concerning the purchase, holding, or sale of shares or other similar<br />

securities in TeleTrade.<br />

This prospectus is covered by Swedish law and any disputes arising from its content<br />

will be decided exclusively in accordance with Swedish law and in a Swedish court.<br />

Approval from OM Stockholm Exchange does not guarantee that the facts presented in<br />

this prospectus are true or <strong>com</strong>plete.<br />

TeleTrade in brief 2<br />

Background 4<br />

CEO’s Statement 6<br />

Operations 8<br />

Business Area Transactions 16<br />

Business Area Information 20<br />

Business Area Insurance 24<br />

Financial overview and key ratios 28<br />

The Market 30<br />

Risk factors 38<br />

Other information 40<br />

The TeleTrade share 42<br />

The Board of Directors, Management and Auditors 47<br />

Tax issues affecting shareholders 51<br />

Articles of Association 52<br />

Administration Report 1999 54<br />

Financial Statements 60<br />

Audit Report 70<br />

Auditor’s Statement 71<br />

other information and definitions<br />

The Company’s corporate identity number is 556249-1687.<br />

The Company is a limited liability <strong>com</strong>pany and its organisational form is regulated by the<br />

Swedish Companies Act [1975:1385].<br />

The most recent Articles of Association were approved on 4 April 1999.<br />

In this prospectus, TeleTrade or “the Company” refers to TeleTrade Financial Services AB [publ].<br />

In this prospectus, VCW refers to VCW Internet Service AB.<br />

TeleTrade e-Insurance refers to JP Försäkring AB. JP Försäkring AB is changing its name to<br />

TeleTrade e-Insurance AB.<br />

NetAnalys refers to NetAnalys Dubbelslash AB.<br />

Danske Securities is a division within Den Danske Bank.<br />

financial reports<br />

Interim report, January–March 2000 26 April 2000<br />

Interim report, January–June 2000 26 July 2000<br />

Interim report, January–September 2000 24 October 2000<br />

annual general meeting<br />

The Annual General Meeting for TeleTrade Financial Services AB [publ] will be held at<br />

4 p.m. on Wednesday, 12 April 2000 at the Royal Viking Hotel, Sal Nerthus, entrance from<br />

Centralplan, Vasagatan 1, Stockholm, Sweden. Registration will take place from 3 p.m.<br />

registration:<br />

Shareholders wishing to attend the Annual General Meeting shall both be registered in the<br />

shareholders’ register maintained by VPC AB [the Securities Register Centre] as at 31 March<br />

at the latest and notify their interest by mail to TeleTrade Financial Services AB, Box 140 77,<br />

S-167 14 Bromma, Sweden or by e-mail at bolagsstamma@teletrade.se no later than 5 p.m.<br />

on Monday 10 April. In this notification, shareholders shall supply their name, address,<br />

personal identity number, and registered shareholding. Shareholders whose shares are<br />

registered in the name of an authorised agent through a trust department of a bank or<br />

through another authorised depository must request temporary registration in the shareholders’<br />

register of VPC in order to be entitled to participate in the Annual General Meeting,<br />

and must notify their authorised agent thereof in good time before 31 March 2000.


teletrade<br />

in brief<br />

”TeleTrade shall be regarded as the leading<br />

Internet player in those business areas in<br />

which the Group operates. Our services shall<br />

address both basic and advanced needs and<br />

shall be easily accessible and functional.<br />

Developments shall in all respects be guided<br />

by the needs of the customer.”<br />

business concept and operations<br />

TeleTrade’s business concept is to offer electronically distributed<br />

services, primarily financial services. These shall<br />

be characterised by a high level of customer benefit and<br />

shall provide customers with both added value and<br />

favourable terms and conditions.<br />

The TeleTrade Group’s operations are divided into three<br />

business areas: Transactions [securities trading], Information<br />

[financial information], and Insurance. The Transactions<br />

business area is operated by TeleTrade Solutions<br />

AB, Information by VCW Internet Services AB and the<br />

associated <strong>com</strong>pany NetAnalys Dubbelslash AB [49%],<br />

and Insurance by TeleTrade e-Insurance AB [80%].<br />

The business area Insurance was added in March 2000<br />

in conjunction with the acquisition of JP Försäkring AB.<br />

goals<br />

TeleTrade Solutions shall be the largest independent<br />

Internet broker in the Nordic region.<br />

VCW shall be the largest vertical stock market information<br />

portal in the Nordic region.<br />

VCW’s share discussion service shall be one of the<br />

largest in Europe.<br />

The online newspaper Dagens Finans shall be the<br />

largest daily financial online newspaper in the Nordic<br />

region.<br />

1 idc, european online brokers revolution, march 2000 2 interview with stefan fölster, swedish research institute of trade [hui]<br />

3 irm, institute for advertising & media statistics, november 1999<br />

2<br />

Klas Danielsson, CEO<br />

TeleTrade e-Insurance shall be the largest insurance<br />

broker for private individuals in the Nordic region.<br />

the market<br />

The Internet and new technology are rapidly changing the<br />

conditions for players in the financial markets. Today’s<br />

customers have be<strong>com</strong>e an integrated part of the transaction<br />

and analysis process and have access to large quantities<br />

of information. Transactions can be performed rapidly<br />

and inexpensively and shares, options, and shares in<br />

mutual funds can be bought and sold over the Internet.<br />

TeleTrade Solutions offer customers different types of<br />

securities trading services via the Internet. The market<br />

for securities trading is undergoing extensive changes due<br />

to the breakthrough of the Internet. In February 2000,<br />

TeleTrade Solutions had a market share of 2.45 per cent<br />

of all share transactions on the Stockholm Stock<br />

Exchange. According to an analysis performed by the<br />

International Data Corporation [IDC], the market for<br />

Internet-based securities trading in Europe is expected to<br />

increase from approximately 4.4 million share accounts<br />

during the year 2000 to approximately 16.8 million<br />

accounts by 2003. 1 In Sweden, approximately 25 per cent<br />

of all share transactions are estimated to take place via<br />

the Internet. 2<br />

TeleTrade is active within the media via the financial<br />

portal VCW. VCW offers various types of advertising<br />

services through its portal for customers wishing to reach<br />

VCW’s target group <strong>com</strong>prising people with a keen<br />

interest in finance. During February 2000, the number<br />

of visits to the site reached 2.4 million, according to the<br />

survey institute SIFO. Among finance-related Internet<br />

services, only Dagens Industri’s Internet Service was larger.<br />

The Internet advertising market is growing rapidly. The<br />

Institute for Advertising and Media Statistics [IRM]


TeleTrade [sek thousands]<br />

Solutions 1999 1998 1997<br />

Turnover 22,385 4,258 188<br />

Profit/loss -12,572 -14,604 -2,717<br />

[sek thousands]<br />

VCW 1999 1998 1997<br />

Turnover 2,359 1,893 1,076<br />

Profit/loss -1,258 -3,675 -3,982<br />

TeleTrade [sek thousands]<br />

e-Insurance 1999 1998 1997<br />

Turnover 22,147 11,501 5,666<br />

Profit/loss 679 -1,359 -2,478<br />

TeleTrade Solutions showed a gradual and<br />

strong increase in turnover during 1999<br />

[see page 18]. During the latter part of Q4<br />

2000, a current breakeven was reached.<br />

This positive development has continued<br />

during the first part of 2000.<br />

VCW showed a steady turnover during the<br />

year. Costs were reduced in 1999 <strong>com</strong>pared<br />

to 1998, which, together with<br />

increased sales, improved the result <strong>com</strong>pared<br />

to 1998. During the initial part of<br />

2000, the Company’s sales force will be<br />

expanded in order to increase advertising<br />

in<strong>com</strong>e and sales.<br />

After several years of strong revenue<br />

growth, TeleTrade e-Insurance showed<br />

positive earnings in 1999 [see page 26].<br />

This positive development has continued<br />

during the first part of 2000.<br />

forecasts that total investments in Internet advertising in Sweden, which in 1997<br />

amounted to sek 61 million and increased to sek 484 million during 1999, will reach<br />

sek 864 million during 2000. 3<br />

TeleTrade e-Insurance offers private individuals different insurance solutions for both<br />

non-life and life insurance policies. With around 30,000 customers, it is the largest<br />

insurance broker for private individuals in Sweden. In 1999, the market for non-life<br />

insurance for private individuals in Sweden amounted to sek 21 billion. 1 In Sweden,<br />

the traditional insurance broker sector had <strong>com</strong>bined revenues exceeding sek 1.1 billion<br />

during 1999. 2 Insurance brokerage on the Internet is at a very early stage.<br />

organisation<br />

In March 2000, the Group had 90 employees. The employees are divided as follows:<br />

4 in the parent <strong>com</strong>pany, 40 in TeleTrade Solutions, 7 in VCW, 38 in TeleTrade<br />

e-Insurance, and 1 in other subsidiaries. The associated <strong>com</strong>pany NetAnalys had 4<br />

employees. Group management includes representatives for the three different business<br />

areas as well as other key employees.<br />

customers<br />

With the exception of the Insurance business area, the Group’s customers and visitors<br />

to the Internet sites currently <strong>com</strong>prise a relatively homogenous group wherein the<br />

typical customer is a male in early middle-age with an extensive interest in stocks and<br />

shares. The Insurance customer is a high-in<strong>com</strong>e household from a metropolitan area.<br />

The customer group is gradually broadening in terms of age, sex, and interest focus as<br />

mutual fund and insurance services are developed and marketed via the Internet.<br />

financial overview<br />

TeleTrade anticipates very strong growth in net sales during 2000 <strong>com</strong>pared to 1999,<br />

even if the effects of the acquisition of JP Försäkring AB are disregarded. Considerable<br />

market investments, market establishments and continued development of services<br />

during the next two years will significantly affect the operating result. The operating<br />

risk is therefore very high.<br />

Key financial ratios as of 31 December 1999<br />

Pro-forma 3 1999 1999<br />

Operating in<strong>com</strong>e sek 46.8 million sek 24.6 million<br />

Operating profit/loss sek -19.4 million sek -18.3 million<br />

Equity/assets 34% 21%<br />

Total number of<br />

employees at year-end 61 27<br />

outlook<br />

The outlook for continued strong growth during 2000 is very good. The Group’s services<br />

are established and among the leading services in their respective areas. There is<br />

a high and growing interest among the general public in personal finance. Internet<br />

usage continues to grow, and is particularly strong within financial services and share<br />

trading. The Group’s continued expansion is based on significantly greater investments<br />

in development and marketing and on an anticipated continued high stock<br />

exchange turnover. VCW’s result is also dependent upon the advertising market and<br />

its acceptance of the Internet as a medium. Expansion in to the other Nordic markets<br />

for the business areas Transactions and Insurance is being planned during the year.<br />

1 swedish insurance federation 2 risk and insurance newsletter from försäkringsmäklarguiden 2000 [insurance brokers guide 2000]<br />

3 in preparing the pro-forma figures for 1999, teletrade e-insurance has been taken into account from 1 jan 1999, when teletrade<br />

e-insurance’s result was recalculated in connection with the <strong>com</strong>pany changing its accounting principle for revenue recognition as<br />

of 1 january 2000 [see page 30 for further details].<br />

3


ackground<br />

The TeleTrade Financial Services AB [publ]<br />

Group was founded on 31 December 1998 when the then<br />

Venture Capital World i Göteborg AB [publ] acquired<br />

D&P Danielsson & Partners Financial Services AB,<br />

owner of the Internet broker TeleTrade, via a directed<br />

non-cash issue. A group focusing on financial information<br />

and transaction services was created with the Internet<br />

as its primary <strong>com</strong>munication medium.<br />

After a public new share issue in 1997, the VCW share<br />

became listed on the “Göteborgslistan”. As of 9 February<br />

1999, the new group was unofficially listed under the<br />

name TeleTrade at Aragon Fondkomission AB. On 16<br />

December 1999, the share was listed on the New Market<br />

list in the OM Stockholm Exchange’s SAX system in<br />

order to increase possibilities for more liquid trading of<br />

the TeleTrade share.<br />

During 1999, a preferential rights issue, two directed<br />

issues, and the exercise of an option loan provided the<br />

Company with a total of sek 23.9 million after issue<br />

expenses. The purpose of these transactions was to financially<br />

strengthen TeleTrade as the market grew and developed.<br />

In January 2000, a new share issue directed at a<br />

limited group of institutional investors provided the<br />

Company with a total of sek 44.9 million after issue<br />

expenses. One reason for this issue was to increase the<br />

Internet broker TeleTrade Solutions’ restricted equity to<br />

4<br />

sek 45 million in order to be eligible for a permit from<br />

the Financial Supervisory Authority allowing the Company<br />

to manage customers’ funds held in securities<br />

accounts as operating capital. This authorisation was<br />

granted in March 2000, and considerably increases Tele-<br />

Trade’s earning potential since it provides the conditions<br />

necessary to offer customers <strong>com</strong>petitive services, such as<br />

the pledging of shares. The pledging of shares and thereby<br />

the interest rate spread between deposits and lending<br />

is a considerable source of in<strong>com</strong>e in this line of business.<br />

An extraordinary general meeting held by TeleTrade on<br />

13 March approved the Board’s proposal for a non-cash<br />

issue of 653,000 shares in return for the acquisition of 80<br />

per cent of the shares in JP Försäkring AB. An agreement<br />

was also signed with JP Försäkring AB’s management<br />

concerning the acquisition of the remaining 20 per cent<br />

of shares. The decision of the extraordinary general meeting<br />

led to the formation of a business area, Insurance,<br />

in addition to the previous business areas Information<br />

[financial information] and Transactions [securities trading].<br />

From May 1999 until the start of 2000, the TeleTrade<br />

share has developed favourably and liquidity has been<br />

relatively good. In order to further improve conditions<br />

for trading in the TeleTrade share, the Board of Directors<br />

resolved to apply for a listing of the share on the O-list


of the OM Stockholm Exchange. A listing on the OM Stockholm<br />

Exchange is deemed to provide numerous advantages for both the Company<br />

and its shareholders.<br />

A listing on the O-list increases the possibilities of obtaining a larger<br />

number of institutional shareholders as an O-listing better meets the<br />

applicable investment regulations for institutional investors. Increased<br />

institutional ownership contributes to greater interest from analysts and<br />

media covering the Company. The attention on TeleTrade should lead to<br />

better share liquidity and thereby to a more effective pricing. Each trading<br />

unit will <strong>com</strong>prise 500 shares.<br />

Assuming that TeleTrade’s application for a listing on the O-list is<br />

approved by the corporate <strong>com</strong>mittee of the OM Stockholm Exchange,<br />

the listing is estimated to take place around 17 April 2000, in conjunction<br />

with the share’s removal from the New Market list. TeleTrade shares are<br />

not the subject of a listing or application for a listing in any country<br />

other than Sweden.<br />

For other information, please refer to the details presented in this<br />

prospectus, which has been prepared in conjunction with the Company’s<br />

application for a listing on the O-list of the OM Stockholm Exchange.<br />

The Board of Directors of TeleTrade is responsible for the content of this<br />

prospectus. The Board hereby provides assurance that, to the best of their<br />

knowledge, the information herein agrees with actual circumstances and<br />

nothing of importance has been omitted that could affect the picture of<br />

TeleTrade that is presented in this prospectus.<br />

Stockholm, 27 March 2000<br />

The Board of Directors of TeleTrade Financial Services AB [publ]<br />

5


ceo’s statement<br />

We offer market leading services and we are<br />

growing rapidly. Our listing provides opportunities<br />

to participate in acquisitions/mergers.<br />

TeleTrade is a rapidly growing supplier of Internet-based<br />

financial services. Growth in the number of<br />

customers and users during 1999 was explosive and good<br />

growth has continued during the initial part of 2000.<br />

In less than two years, we have achieved a market share<br />

of approximately 2.5 per cent of the total transactions on<br />

the Stockholm Stock Exchange. In <strong>com</strong>petition with<br />

established players, we have created Sweden’s largest<br />

dedicated stock exchange information service on the<br />

Internet, with one of the largest stock market discussion<br />

forums in Europe. We are now moving into two closely<br />

related areas that will most likely show strong growth in<br />

the near future. These are a <strong>com</strong>plete online trading<br />

service for mutual funds, a kind of “mutual fund supermarket”,<br />

and a total online insurance service offering<br />

both non-life and life policies. As well as providing<br />

increased growth, these areas will spread risks. Trading in<br />

mutual funds will generate a steady flow of stock-based<br />

in<strong>com</strong>e in the long term while insurance brokerage is less<br />

sensitive to the general stock market climate than share<br />

trading.<br />

The growing interest in the stock market and personal<br />

finance shown by private individuals has brought about<br />

powerful growth in the search for relevant financial<br />

information during 1999. This has worked to VCW’s<br />

advantage, as they hold a unique position on the Internet,<br />

offering by far the largest stock market discussion<br />

6<br />

service in Sweden. For many of those interested in stocks<br />

and shares, visiting VCW in order to search for information<br />

concerning a particular share has be<strong>com</strong>e a must<br />

during the past year. During 1999, growth was up to 500<br />

per cent in terms of the number of visits, page exposures,<br />

users, and number of contributions to <strong>ww</strong>w.<strong>vcw</strong>.se.<br />

VCW is now well equipped for the possibilities that the<br />

growing Internet advertising market brings, not least in<br />

continuing to provide the TeleTrade Group with considerable<br />

value within marketing and sales. The Information<br />

business area was expanded during the autumn of 1999<br />

with a 50 per cent shareholding in NetAnalys. NetAnalys<br />

publishes the daily Internet newspaper Dagens Finans,<br />

which is unique by virtue of its interactive features and<br />

the fact that it is published in the afternoon before the<br />

stock exchange closes. The shareholding in NetAnalys is<br />

a part of our strategy to create added value for shareholders<br />

on the basis of our existing customers and visitors.<br />

During the latter part of 1999, we estimate that approximately<br />

25 per cent of total transactions on the Stockholm<br />

Stock Exchange were made via the Internet. We anticipate<br />

that growth will continue during the <strong>com</strong>ing years<br />

until 70-80 per cent of share transactions on behalf of<br />

private individuals will take place over the Internet. We<br />

also believe that Internet-based trading in mutual funds<br />

will really begin to take off during 2000.<br />

The structural development within securities trading<br />

could prove very advantageous for an Internet broker<br />

such as TeleTrade Solutions. Extended opening hours,<br />

a proposal for tax-deferred transfers of mutual fund<br />

savings, stock exchange co-operations across borders<br />

and new market places such as the OM Stockholm<br />

Exchange’s recently announced JIWAY greatly increase<br />

the potential for TeleTrade Solutions.<br />

We have recently moved into a new business area, insurance.<br />

Online brokerage of non-life and life insurance


Growth in visits to VCW<br />

source: mmxi nordic/sifo interactive media<br />

The graph shows the growth in the number<br />

of visits to <strong>ww</strong>w.<strong>vcw</strong>.se between January<br />

1999 and February 2000.<br />

Percentage of total transactions on<br />

the Stockholm Stock Exchange<br />

represented by TeleTrade Solutions<br />

source: om stockholm exchange<br />

The graph shows growth in market share for<br />

the Internet broker TeleTrade Solutions as a<br />

percentage of total transactions on the Stockholm<br />

Stock Exchange between January 1999<br />

and February 2000.<br />

policies for private individuals is an undeveloped area where TeleTrade has good<br />

opportunities to act as an innovator and to be<strong>com</strong>e a market leader. TeleTrade e-<br />

Insurance is Sweden’s largest insurance broker for private individuals. Our Internet<br />

service is now being launched, thus greatly increasing our potential customer base.<br />

Extensive synergies in sales and marketing between the insurance service and Tele-<br />

Trade Solutions are expected. In order to create the optimum synergy effect, the<br />

insurance service will be integrated and offered via the same web site as the Internet<br />

broker, <strong>ww</strong>w.teletrade.se. We intend to create the market’s most <strong>com</strong>plete<br />

Internet service with shares, options, futures, mutual funds and insurance policies<br />

on offer.<br />

We face many challenges in the year 2000. We must continue to develop and<br />

improve our services at a rapid rate. Information and trading systems must be<br />

continually developed and improved in order to live up to the high demands that<br />

customers place on accessibility and speed. Our high demands on accessibility and<br />

service are reflected in the strategy we presented in March 2000, entitled Plan<br />

100%. Plan 100% aims to ensure that TeleTrade Solutions’ trading system will<br />

offer 100 per cent accessibility during market opening hours by year-end 2000.<br />

Our powerful growth places high demands on the organisation. We must not forget<br />

that the customer always has centre stage. One of our most important qualitative<br />

goals during 2000 is to offer the best customer service without sacrificing our<br />

rate of growth.<br />

In tests, TeleTrade Solutions has been ranked the number one Internet broker on<br />

two occasions during 1999. Smart joint ventures – such as <strong>ww</strong>w.itaktier.idg.se,<br />

where TeleTrade Solutions and VCW together with IDG have created an Internet<br />

service focused on IT stock integrated with trading - provide good examples of<br />

TeleTrade’s strategy of smart business development. During 2000, TeleTrade Solutions<br />

aims to establish itself as a “Top of Mind” player. Consequently, we are<br />

expanding our marketing budget considerably, primarily during Q2 and Q3 2000,<br />

and will be seen both on TV and outdoor billboards. TeleTrade Solutions aims to<br />

be<strong>com</strong>e the largest independent Internet broker in the Nordic region. This can be<br />

achieved through both organic and structural growth.<br />

Our business areas are set for strong growth during 2000. By February 2000, the<br />

number of visits to VCW’s site had doubled <strong>com</strong>pared with December 1999.<br />

The number of securities accounts at TeleTrade Solutions has continued to grow<br />

strongly. With the mutual fund supermarket and the new Insurance business area,<br />

we are entering new and interesting growth areas on the Internet.<br />

In<strong>com</strong>e is expected to increase considerably during 2000 <strong>com</strong>pared with 1999.<br />

A favourable development will enable possible positive earnings, despite the prioritising<br />

of high growth and expansion, the development and launch of new services,<br />

and extensive marketing activities. As a result of the Group’s powerful<br />

expansion, our capital base will need strengthening during the year.<br />

We have <strong>com</strong>e a long way in our endeavour to be<strong>com</strong>e a <strong>com</strong>prehensive supplier<br />

of Internet-based financial services. We offer market leading services and we are<br />

growing rapidly. Our listing will provide us with opportunities to participate in<br />

structural deals.<br />

Klas Danielsson, CEO<br />

7


operations<br />

The Group’s Internet services create considerable<br />

synergy values within marketing,<br />

development and information distribution.<br />

the teletrade group<br />

The TeleTrade Group’s operations are divided into three<br />

business areas: Transactions [securities trading], Information<br />

[financial information], and Insurance.<br />

The Transactions business area operates in the whollyowned<br />

subsidiary TeleTrade Solutions AB. TeleTrade<br />

Solutions is an Internet broker and is a member of the<br />

OM Stockholm Exchange. During spring 2000, we plan<br />

to be<strong>com</strong>e members of the stock exchanges in Oslo,<br />

Copenhagen, and Helsinki. Our operations are conducted<br />

under the supervision of the Swedish Financial Supervisory<br />

Authority. TeleTrade Solutions offers a <strong>com</strong>plete<br />

securities account service for online trading in shares,<br />

options, futures, and mutual funds. During spring 2000,<br />

TeleTrade Solutions will broaden its service content to<br />

include a “mutual fund supermarket” and the possibility<br />

to trade on several Nordic stock markets. In September<br />

1999, TeleTrade Solutions was named Sweden’s best<br />

Internet Stockbroker for 1999 by the publications<br />

Privata Affärer and Internetworld.<br />

The Information business area is operated by the whollyowned<br />

subsidiary VCW Internet Services AB and by<br />

NetAnalys Dubbelslash AB, in which the Group owns a<br />

49 per cent shareholding. The services offered include<br />

different types of financial information on the Internet<br />

sites <strong>ww</strong>w.<strong>vcw</strong>.se and <strong>ww</strong>w.netanalys.se. One of Europe’s<br />

8<br />

largest stock market discussion forums is located on<br />

<strong>ww</strong>w.<strong>vcw</strong>.se, and NetAnalys publishes a daily financial<br />

Internet newspaper, Dagens Finans. Currently, none of<br />

the services are pay-services and in<strong>com</strong>e is therefore<br />

dependent on media and advertising. <strong>ww</strong>w.<strong>vcw</strong>.se is one<br />

of Sweden’s largest financial web sites. Dagens Finans is<br />

to date Sweden’s only daily financial Internet newspaper.<br />

The Insurance business area is operated by the subsidiary<br />

and insurance broker TeleTrade e-Insurance. TeleTrade e-<br />

Insurance is Sweden’s largest private broker within nonlife<br />

and life insurance. Operations were started in 1995<br />

under the name JP Försäkring and the number of customers<br />

is approximately 30,000. The planned launch of<br />

an Internet-based insurance service should take place<br />

during the year, offering private individuals re<strong>com</strong>mendations<br />

for improved insurance solutions based on their<br />

needs and preferences. TeleTrade e-Insurance will then<br />

take care of both cancelling old policies and arranging<br />

new policies.<br />

Within several areas, the Group’s customers and users<br />

belong to the same target group, which <strong>com</strong>bined with<br />

the size and strength of the Group’s Internet services creates<br />

extensive cross-over opportunities and synergy values<br />

within marketing, development, and information distribution.<br />

business concept<br />

TeleTrade’s business concept is to offer electronically distributed<br />

services, primarily financial services. These shall<br />

be characterised by a high level of customer benefit and<br />

shall provide customers with both added value and<br />

favourable terms and conditions.


the teletrade group<br />

vision<br />

TeleTrade shall be regarded as the leading Internet player in those business<br />

areas in which the Group operates. Our services shall address both<br />

basic and advanced needs and shall be easily accessible and functional.<br />

Developments shall in all respects be guided by the needs of the customer.<br />

goals<br />

TeleTrade Solutions shall be the largest independent Internet broker in<br />

the Nordic region.<br />

VCW shall be the largest vertical stock market information portal in<br />

the Nordic region.<br />

VCW’s share discussion service shall be one of the largest in Europe.<br />

The online newspaper Dagens Finans shall be the largest daily financial<br />

online newspaper in the Nordic region.<br />

TeleTrade e-Insurance shall be the largest insurance broker for private<br />

individuals in the Nordic region.<br />

qualitative goals<br />

Our systems shall achieve 100 per cent accessibility.<br />

We shall offer the best customer service in the business.<br />

We shall have a very high proportion of satisfied customers and<br />

visitors.<br />

Our customers and visitors shall re<strong>com</strong>mend us highly.<br />

The needs of the customer shall be central to our development.<br />

Our brokerage services shall be objective and shall take the customer’s<br />

needs into account.<br />

We shall be viewed as an attractive employer and personnel turnover<br />

shall be low.<br />

financial goals<br />

growth<br />

The Board of Directors has set a goal for continued strong growth in net<br />

sales during 2000. In 2000, the Group will prioritise turnover growth and<br />

customer growth.<br />

margin<br />

TeleTrade’s operating result and thereby its operating margin will be<br />

9


affected negatively over the next two years by the significant<br />

investment in growth. The Board of Directors has<br />

set a long-term goal for TeleTrade to achieve a profit<br />

margin of 20 per cent.<br />

cash and solidity<br />

TeleTrade’s operations are currently in an expansive<br />

phase. The operating risk is therefore very high. It is the<br />

Board’s goal that TeleTrade shall always have adequate<br />

net cash funds. As TeleTrade Solutions is a securities<br />

<strong>com</strong>pany, the nature of its operations means that traditional<br />

methods of measuring solidity are irrelevant. Due<br />

to its area of operations, the Group is covered by capital<br />

adequacy regulations. Captial adequacy shall not fall<br />

below 10 per cent. As a result of the Group’s powerful<br />

expansion, its capital base will need strengthening during<br />

the year.<br />

strategy<br />

The new economy requires new ways of working. The<br />

management and personnel of an Internet <strong>com</strong>pany<br />

operating in a <strong>com</strong>petitive area must be very creative and<br />

actively seek out change and new possibilities. TeleTrade<br />

works in accordance with what is known as a “smart”<br />

working approach. This entails, among other things, the<br />

use of new approaches and non-traditional marketing,<br />

such as exchanging services and co-operating with other<br />

media and Internet service <strong>com</strong>panies. In order to attain<br />

our quantitative and qualitative goals, we must base our<br />

strategy on the following main elements:<br />

Highly aggressive business development with short<br />

decision routes.<br />

Senior management shall possess high levels of expertise<br />

within relevant business areas.<br />

Smart marketing and sales with smart partners and<br />

owners.<br />

10<br />

Each individual business area and service shall be<br />

market leading and shall provide customers with<br />

added value.<br />

Synergy effects shall exist between all business areas<br />

so as to create increased shareholder value, based on<br />

existing customers and users.<br />

history<br />

TeleTrade Financial Services AB [publ], then named<br />

Venture Capital World i Göteborg AB [publ], began<br />

operations in the beginning of 1997, after issuing shares<br />

to the general public providing the Company with sek 12<br />

million. The share was unofficially listed on the “Göteborgslistan”.<br />

Operations primarily consisted of stock market related<br />

information provided on the Internet. In<strong>com</strong>e came<br />

purely from advertising. During both 1997 and 1998, the<br />

Company’s work was characterised by the establishment<br />

and marketing of its Internet site. The Company’s strategy<br />

was to position itself in preparation for the breakthrough<br />

and development of Internet advertising.<br />

Through active development work and sensitivity to the<br />

wishes of investors, the Company’s web site soon became<br />

one of the most visited in the Nordic region by people<br />

with an interest in the stock market. The definitive<br />

breakthrough for Internet advertising, however, was yet<br />

to <strong>com</strong>e.<br />

In November 1998, the boards of VCW and the Company<br />

then known as D&P, Danielsson & Partners Financial<br />

Services AB [D&P], decided to propose a merger of the<br />

two <strong>com</strong>panies. A number of collaborative and synergy<br />

effects could be identified, not least since the <strong>com</strong>panies<br />

shared the same target group.


In technical terms, the merger took the form of an acquisition when<br />

VCW directed an offer to D&P shareholders to acquire D&P stock in<br />

return for newly issued VCW shares. For each D&P share, 8.95 VCW<br />

shares were offered. Equivalent offers in the form of subscription warrants<br />

were directed to the holders of subscription warrants in D&P [the<br />

employees]. After the merger, approximately 30 per cent of VCW was<br />

owned by the previous owners and approximately 70 per cent by D&P’s<br />

previous owners. This ratio was based on the equity in VCW and D&P as<br />

reported on 31 October 1998. A group was established with its primary<br />

focus on financial services using the Internet as the primary <strong>com</strong>munication<br />

medium. The parent <strong>com</strong>pany changed its name to TeleTrade Financial<br />

Services AB [publ] and operations were transferred to the subsidiaries<br />

TeleTrade Solutions AB and VCW Internet Services AB.<br />

In March 1999, the Company obtained a new, strong principal shareholder<br />

in the form of the world’s largest IT-media group, IDG International<br />

Data Group, through its Swedish subsidiary IDG International Data<br />

Group AB. The parent <strong>com</strong>pany of the IDG Group has its registered<br />

office in Boston, USA. Operations in the form of magazine publication<br />

and associated Internet services are conducted in over 70 countries.<br />

In November 1999 TeleTrade acquired 49 per cent of the capital and voting<br />

rights, in addition to subordinated loans with warrants entitling new<br />

subscriptions to 1 per cent of the capital and voting rights, in NetAnalys<br />

Dubbelslash AB. The acquisition was a step in the TeleTrade Group’s<br />

expansion within the Information business area. As a result of this acquisition,<br />

TeleTrade Solutions’ customers and VCW’s visitors can now obtain<br />

market <strong>com</strong>ments and added value services within market analysis.<br />

NetAnalys publishes a number of analysis services as well as the online,<br />

daily financial newspaper Dagens Finans.<br />

In March 2000, TeleTrade acquired 80 per cent of JP Försäkring AB,<br />

which is currently changing its name to TeleTrade e-Insurance AB. An<br />

agreement has been signed by TeleTrade e-Insurance’s management concerning<br />

the acquisition of the remaining stock. The third business area,<br />

Insurance, provides the Group with additional synergy gains in the form<br />

11


teletrade’s legal structure in march 2000. during 2000, teletrade & associates intends to merge<br />

with the parent <strong>com</strong>pany.<br />

of a broader customer base and economies of scale for IT<br />

systems, development, sales, marketing, and administration.<br />

The acquisition also entails lower operational risks<br />

for the Group as insurance brokerage activities are not<br />

dependent on the stock market climate. TeleTrade e-<br />

Insurance is currently generating a surplus, which will to<br />

a larger extent be used to finance the development and<br />

launch of the insurance brokerage service on the Internet.<br />

The acquisition will not entail any changes in the<br />

operations of the parent <strong>com</strong>pany. Group management<br />

has been expanded with representatives from TeleTrade<br />

e-Insurance.<br />

TeleTrade e-Insurance’s existing management founded<br />

the <strong>com</strong>pany almost five years ago. The members of<br />

management have valuable contacts within the industry<br />

and extensive expertise in both non-life and life insurance<br />

brokerage for private individuals.<br />

organisation<br />

In terms of operations, TeleTrade’s three business areas<br />

currently <strong>com</strong>prise a Group with three subsidiaries and<br />

one associated <strong>com</strong>pany. In addition, there are a further<br />

four subsidiaries in Sweden and one in Norway. In<br />

March 2000, the Group had a total of 90 employees. The<br />

Head Office has recently relocated to new premises in<br />

Alviksstrand in Bromma, Stockholm, from where the<br />

parent <strong>com</strong>pany and the Internet broker TeleTrade Solutions<br />

are run. VCW operates out of Gothenburg,<br />

although certain sales personnel are located in Stockholm.<br />

The main part of TeleTrade e-Insurance’s operations<br />

are run from Stockholm, but not in the same<br />

12<br />

offices as the parent <strong>com</strong>pany. TeleTrade e-Insurance has<br />

a local branch office in Malmö and is now establishing a<br />

branch office in Gothenburg.<br />

TeleTrade’s management group <strong>com</strong>prises Klas Danielsson<br />

[President and CEO of TeleTrade Financial Services AB<br />

[publ], and President of TeleTrade Solutions], Mats<br />

Sjölin [Acting Vice President of TeleTrade Solutions],<br />

Anders Råge [CFO & Compliance Officer], Eva Feigin<br />

[Head of Administration], Juan Segura [Head of IT and<br />

Systems Development], Anders Karlsson [President of<br />

VCW], Thomas Irstam [President of TeleTrade e-Insurance],<br />

and Johan Zethreaus [Head of Internet, TeleTrade<br />

e-Insurance].<br />

employees<br />

TeleTrade offers services to the general public in a rapidly<br />

changing market. Consequently, knowledge and servicemindness<br />

among employees is a key to success.<br />

TeleTrade’s role towards its customers requires extensive<br />

<strong>com</strong>mitment from our employees. It is essential that<br />

TeleTrade both attracts and retains qualified personnel.<br />

TeleTrade currently has approximately 90 employees, a<br />

large percentage of which are graduates. During the initial<br />

part of 2000, around twenty new employees have<br />

been recruited, and more will be recruited throughout<br />

the year. It is important that TeleTrade continually incorporates<br />

new innovative services and builds up knowledge<br />

around these. A large part of the development of expertise<br />

takes place on an ongoing basis in conjunction with<br />

the development of new products. Of TeleTrade’s 90<br />

employees, 10 currently hold options in the Company.


Since operations have expanded strongly and the number of employees has<br />

increased, a new options scheme will be initiated in March/April 2000. The<br />

new options scheme will be open to all employees.<br />

customers<br />

TeleTrade’s target group en<strong>com</strong>passes the entire spectrum of investors in<br />

shares and mutual funds, as well as people wishing to take out insurance<br />

policies. Historically, TeleTrade has attracted customers with high demands<br />

accessibility and quality of service. These customers often trade in individual<br />

shares and are inclined to try new brokerage services with high service content<br />

- typical “early adopters”. In addition to this customer category, as Tele-<br />

Trade gradually broadens its service content, it is now gradually targeting the<br />

customer category <strong>com</strong>prising investors in mutual funds. The target group<br />

will be expanded further with the Insurance business area.<br />

TeleTrade Solutions’ average customer is a male, aged around 35, with a securities<br />

account balance of sek 150,000‒200,000. There are few female customers<br />

at present, but this is expected to increase after the launch of the<br />

expanded mutual funds service. Over 95 per cent of visitors to VCW’s site<br />

are men. The average age is 35 years. Average visitors have strong capital<br />

holdings, with 22 per cent controlling more than sek 1 million. In addition,<br />

the average visitor is an active investor, conducting at least one transaction a<br />

week.<br />

The typical VCW visitor uses VCW daily and states that s/he reads the <strong>com</strong>mercial<br />

messages on the site. The most important media when searching for<br />

information on which to base a stock investment are business newspapers<br />

and VCW.<br />

TeleTrade e-Insurance’s customer base can be characterised as follows:<br />

Customers in metropolitan areas [Stockholm, Gothenburg and Malmö]<br />

More and larger objects insured than the average customer<br />

Aged 30‒55 years<br />

TeleTrade Solutions’ and VCW’s customers are very similar, which provides<br />

the Group with considerable advantages. The <strong>com</strong>ing launch of TeleTrade<br />

Solutions’ “mutual fund supermarket”, enabling trading - including monthly<br />

savings plans - in the majority of the mutual funds currently available in<br />

Sweden will bring with it extensive synergies with the Internet-based Insurance<br />

service.<br />

it and development strategy<br />

TeleTrade’s senior management members have extensive experience from the<br />

financial markets. Previous positions as MD, head trader, trading manager,<br />

broker, Market Maker, and option trader, within various brokers and banks<br />

have provided knowledge and insight concerning the importance of systems<br />

and the operational dependence on them. This insight has resulted in Tele-<br />

Trade’s in-house development department of approximately 10 people. This<br />

department <strong>com</strong>prises an important part of continual system development.<br />

Expertise is also held within web development, design, and graphic work.<br />

13


TeleTrade’s development department creates great flexibility<br />

for rapid changes and the possibility to operate living<br />

and variable Internet sites. Broad expertise within the<br />

Group is also a prerequisite if TeleTrade is to be able to<br />

collaborate with other Internet sites in a cost-effective<br />

manner. The latest example of such collaboration is<br />

<strong>ww</strong>w.itaktier.idg.se, a site developed through co-operation<br />

between TeleTrade and IDG. TeleTrade’s aim is to<br />

maintain deep, broad IT expertise within the Group.<br />

When specialist expertise is needed during certain larger<br />

projects, external consultants are employed.<br />

To a large extent, TeleTrade Solutions bases its securities<br />

trading systems on the OM Stockholm Exchange’s different<br />

systems and services via its subsidiaries OM VPA<br />

Värdepappersadministration AB [VPA] and Research &<br />

Trade AB [RaT]. For back office functions and account<br />

management, TeleTrade Solutions co-operates with VPA,<br />

which was recently sold to JIWAY, which in turn is partly-owned<br />

by OM Stockholm Exchange. JIWAY is the<br />

recently announced European electronic stock exchange,<br />

with operations scheduled to begin in September 2000.<br />

For trading systems and system platforms interfaced with<br />

stock exchanges, TeleTrade Solutions co-operates with<br />

RaT, a leading development <strong>com</strong>pany within risk control<br />

and trading systems for stockbrokers and banks, both in<br />

Sweden and abroad. RaT has created system connections<br />

to a number of European electronic stock exchanges.<br />

TeleTrade Solutions’ collaboration strategy with RaT and<br />

VPA creates great opportunities for both market and<br />

geographic expansion.<br />

According to a strategy called Plan 100%, TeleTrade Solutions’<br />

Internet broker service shall attain 100 per cent<br />

accessibility. Plan 100% was established in March 2000<br />

and stretches to year-end 2000. This strategy entails that<br />

no internal element at TeleTrade Solutions shall prevent a<br />

customer from gaining access to the trading site via the<br />

Internet, cellular handsets, or any other <strong>com</strong>munication<br />

channel during market opening hours. This also entails<br />

that systems have the capacity to manage extreme increases<br />

in activity, such as during a stock market crash.<br />

14<br />

outlook<br />

The prospects for continued strong growth during 2000<br />

are very good. The Group’s services are established and<br />

market-leading in their respective areas. The general public’s<br />

interest in private finances is high. Use of the Internet<br />

continues to grow, especially with regards to financial<br />

services and share trading.<br />

The structural developments, such as extended exchange<br />

opening times, favour TeleTrade. One possible future<br />

development, tax-deferred transfers of mutual fund savings,<br />

and the OM Stockholm Exchange’s recently<br />

announced plans to start JIWAY, the new electronic<br />

European stock exchange, create very interesting business<br />

opportunities. TeleTrade’s systems are already adapted to<br />

JIWAY to a large extent.<br />

Many predict that the Internet advertising market will<br />

experience strong growth during 2000. This growth,<br />

together with a strengthened sales organisation, shall lead<br />

to VCW’s advertising in<strong>com</strong>e increasing more than market<br />

growth during 2000. The possibility of receiving<br />

Company stock in exchange for marketing services could<br />

create interesting opportunities for VCW.<br />

During the year, a number of different services will be<br />

launched. Nordic stock trading, a mutual fund supermarket<br />

and Internet-based insurance brokerage are a few<br />

of them. Extensive and <strong>com</strong>prehensive development<br />

work is continually conducted on the Group’s systems.<br />

Among other things, this will lead to extended functionality<br />

and improved accessibility. TeleTrade Solutions will<br />

implement a <strong>com</strong>pletely new trading system. During Q3<br />

2000, TeleTrade e-Insurance intends to launch an Internet-based<br />

insurance brokerage service integrated with the<br />

other services available at <strong>ww</strong>w.teletrade.se.<br />

Together, the Group’s services with the extensive synergies<br />

between the marketing and sales activities existing in<br />

the Group have the prerequisites to grow faster than both<br />

the market and the <strong>com</strong>petition.


usiness area<br />

transactions<br />

”TeleTrade currently offers the most<br />

advanced <strong>com</strong>prehensive service among<br />

all Internet brokers.”<br />

teletrade solutions ab –<br />

the internet broker<br />

This business area consists of one <strong>com</strong>pany, TeleTrade<br />

Solutions AB, which was founded in April 1997.<br />

The Company is an Internet broker in that the major<br />

part of its operations are conducted over the Internet. It<br />

is a securities broker in that its activities are subject to<br />

authorisation and supervision by the Swedish Financial<br />

Supervisory Authority. Authorisation by the Financial<br />

Supervisory Authority was obtained in October 1997 and<br />

TeleTrade Solutions AB was awarded membership of the<br />

OM Stockholm Exchange in December of the same year.<br />

During Q1 2000, TeleTrade was approved as a member<br />

of stock exchanges in Copenhagen, Oslo, and Helsinki.<br />

These memberships are expected to enter into force<br />

before the end of the year. The Company offers a <strong>com</strong>plete<br />

custody service for securities trading over the Internet,<br />

mainly to private customers. In addition, trading<br />

solutions for institutions are offered under the name<br />

TeleTrade Professional.<br />

In March 2000, about 40 people were employed by the<br />

Company. These employees work primarily with customer<br />

services, administration and development.<br />

Quoted in connection with TeleTrade Solutions being<br />

named ”Best Internet Broker in Sweden” in September 1999<br />

Following a new share issue in the beginning of 2000,<br />

TeleTrade Solutions has a share capital of sek 20 million<br />

and restricted equity of sek 45 million. It therefore meets<br />

16<br />

the criteria of the Financial Supervisory Authority for eligibility<br />

to act as a bank and traditional stockbroker by<br />

managing customers’ funds held in securities accounts as<br />

operating capital. The government deposit insurance<br />

covers customers’ deposited funds to an amount of sek<br />

250,000. Customers’ Swedish shareholdings are nominee<br />

registered with the VPC.<br />

services<br />

TeleTrade’s customers conduct their securities trading<br />

transactions primarily via the Internet. Via the Internet,<br />

customers have access to a large number of free information<br />

services such as share prices, account details, news<br />

and market <strong>com</strong>ments.<br />

Trading services are offered via several different solutions.<br />

From the home page, customers can log in to either<br />

Basic or Classic, providing trading at a basic level or a<br />

more advanced level. The most sophisticated service<br />

offered is a trading application that the customer installs<br />

onto his or her own <strong>com</strong>puter. For institutions and larger<br />

clients, TeleTrade also offers direct trading services using<br />

TeleTrade’s systems via a leased circuit connection under<br />

the name TeleTrade Professional.<br />

TeleTrade Solutions’ services includes standard information<br />

services such as share prices, graphs, account details, etc.<br />

TeleTrade Share Trading – <strong>com</strong>plete equity trading on<br />

the Swedish market. All shares and warrants on the<br />

Stockholm Stock Exchange, the SBI-list, and unofficially<br />

listed shares. Equity trading on the American<br />

market. During the year, trading on the Norwegian,<br />

Danish, and Finnish markets will be added, as well as<br />

on the soon-to-be-launched European market place,<br />

JIWAY.


TeleTrade Solutions’ trading services<br />

Share trading in Sweden: OM Stockholm<br />

Exchange<br />

SBI<br />

Unofficial shares<br />

Lending against securities<br />

in accordance<br />

with standards set by<br />

the Swedish Bankers’<br />

Association<br />

Share trading in Denmark: Planned start Q2 2000<br />

Share trading in Norway: Planned start Q2 2000<br />

Share trading in Finland: Planned start<br />

Q3-Q4 2000<br />

Share trading in the USA: NYSE<br />

NASDAQ<br />

AMEX<br />

Option trading in Sweden: OM, buying and<br />

writing<br />

Buying and selling<br />

futures<br />

Option trading in the USA: CBOE<br />

Buying options<br />

Futures trading in Sweden: OM<br />

TeleTrade Mobile: Trading and<br />

information via<br />

mobile phones<br />

Mutual fund trading<br />

in Sweden: Trading with<br />

mutual funds, will<br />

be extended to<br />

“mutual fund supermarket”<br />

in Q2 2000<br />

Free information services<br />

Share prices with 1 minute delay<br />

Option prices with 1 minute delay<br />

Futures prices with 1 minute delay<br />

Options school<br />

Mutual fund prices and graphs<br />

Trade confirmations on the Web<br />

Reuters news in real-time<br />

Charts and graphs<br />

Securities account information and balance<br />

TeleTrends, analyses and market <strong>com</strong>ments<br />

Technical analysis<br />

TeleTrade Option Trading – <strong>com</strong>plete option and futures trading on OM.<br />

Buying and writing of options and buying and selling of options online.<br />

TeleTrade Mutual Funds – trading in mutual fund shares in registered<br />

Swedish funds. This service will be expanded to include all Swedish mutual<br />

funds on the market, thereby forming a <strong>com</strong>prehensive “fund supermarket”.<br />

TeleTrade Mobile – trading in Swedish stocks via mobile phones.<br />

TeleTrends – analyses, news, and <strong>com</strong>ments on the Swedish stock market.<br />

There is no charge for opening a securities account with TeleTrade, but<br />

customers are obliged to make a minimum deposit of sek 10,000 in cash<br />

and/or securities.<br />

business development<br />

Extensive business development aims to constantly develop and improve the<br />

quality of our services. Business develop will also contribute to lowering the<br />

marketing costs per customer. By functioning as a content provider for other<br />

Internet services, primarily with regard to share and option prices, TeleTrade<br />

increases the public’s awareness of the Company and its services. The web site<br />

<strong>ww</strong>w.itaktier.idg.se is one example of a major project where TeleTrade and<br />

IDG have jointly developed a <strong>com</strong>plete information and trading service<br />

focused on IT shares.<br />

developments during 1999 and the beginning of 2000<br />

For the Internet broker TeleTrade Solutions AB, the year 1999 was characterised<br />

by very strong expansion and huge success. The number of customers<br />

has drastically increased. The number of accounts opened during the year<br />

increased from 3,500 to 18,000, which represents an increase of 414 per cent.<br />

During the same period, the number of active accounts increased by 700 per<br />

cent, from 1,000 to 8,000.<br />

The increase in customers has continued in the beginning of 2000. By the end<br />

of February 2000, around 25,000 customers had opened an account with Tele-<br />

Trade Solutions. Of these, around 11,000 can be regarded as active customers.<br />

In May 1999, TeleTrade Solutions was named as Sweden’s best Internet broker-<br />

17


Growth in <strong>com</strong>mission in<strong>com</strong>e<br />

[sek thousands]<br />

age site by Internetworld magazine. In September 1999,<br />

following the largest and most <strong>com</strong>prehensive test undertaken<br />

in Sweden to date, TeleTrade Solutions was named<br />

as the “Best Online Broker in Sweden” by the magazines<br />

Privata Affärer and Internetworld. The jury motivated<br />

their decision by saying that “TeleTrade currently offers<br />

the most advanced <strong>com</strong>prehensive service among all<br />

Internet brokers.”<br />

The extremely active stock market climate, <strong>com</strong>bined<br />

with increased marketing efforts and the awards and distinctions<br />

earned, resulted in strong growth for TeleTrade<br />

Solutions during the autumn. There was a strong rise in<br />

the number of customers and transactions, as well as in<br />

market share and in<strong>com</strong>e. This strong growth put great<br />

pressure on the systems and the organisation. Starting<br />

late summer, work started to expand TeleTrade Solution’s<br />

systems. This work is still in progress. During Q1 2000,<br />

further extensive upgrades were performed. The number<br />

of employees in TeleTrade Solutions AB increased during<br />

1999 from 10 to 23. In February 2000, TeleTrade Solutions<br />

relocated to new, larger premises and around 20<br />

additional employees were recruited. As the organisation<br />

expands, customer service levels are being improved. The<br />

aim is to offer the best customer service in the industry<br />

before the end of the year.<br />

turnover and earnings<br />

Turnover for 1999 amounted to sek 22.4 million [sek 4.3<br />

million]. For 1999, the Company reports a loss of sek -<br />

12.6 million [sek -14.6 million]. During December 1999,<br />

the Company showed positive earnings.<br />

outlook<br />

The Company’s services are established and market leading<br />

in their respective areas. Public interest in private<br />

finances is high and rising. Internet usage continues to<br />

Number of transactions per day<br />

on the Stockholm Stock Exchange<br />

source: om stockholm exchange<br />

18<br />

Growth in number of accounts<br />

rise and is particularly high for financial services and<br />

equity trading.<br />

The Company’s operations showed strong growth in<br />

1999, partly due to market leading, high quality services,<br />

and partly due to market growth and other market factors.<br />

There is large potential for continued growth since a<br />

large number of market indicators point to this. These<br />

include:<br />

High stock exchange turnover.<br />

Increase in number of listed <strong>com</strong>panies.<br />

Increase in international trading.<br />

Expanded electronic equity trading.<br />

Share ownership increasing among private investors.<br />

Increased interest in and awareness of personal<br />

finances.<br />

Online trading in mutual funds now offered in addition<br />

to shares and options.<br />

Greater Internet penetration.<br />

Trading via mobile phones, WAP, handsets, etc.<br />

The structural developments favour TeleTrade. Extended<br />

trading hours, the proposal for tax-deferred transfers of<br />

mutual fund savings, and the plans announced by OM<br />

Stockholm Exchange in February 2000 to launch JIWAY,<br />

the new electronic European stock exchange, create very<br />

interesting future prospects. TeleTrade Solutions’ systems<br />

are already largely adapted for JIWAY system solutions.<br />

During the year, the Company intends to launch a number<br />

of different services. The Company plans to launch a<br />

“mutual fund supermarket” before the summer, which<br />

will enable trading and monthly saving in most of the<br />

funds currently available on the market. Membership of<br />

the stock exchanges in Norway, Denmark and Finland<br />

and the subsequent launch of a pan-Nordic service are


Percentage of total transactions on<br />

the Stockholm Stock Exchange<br />

represented by TeleTrade Solutions<br />

source: om stockholm exchange<br />

The graph shows growth in market share for<br />

the Internet broker TeleTrade Solutions as a<br />

percentage of total transactions on the Stockholm<br />

Stock Exchange between January 1999<br />

and February 2000.<br />

Percentage of total transactions on<br />

the Stockholm Stock Exchange<br />

source: om stockholmsbörsen<br />

The graph shows the growth in market share<br />

as a percentage of total transactions on the<br />

Stockholm Stock Exchange between January<br />

1999 and February 2000 for the Internet brokers<br />

TeleTrade Solutions, Nordnet, and Avanza.<br />

expected to take place in 2000. When the new European electronic trading<br />

site JIWAY is launched in September 2000, the Company intends to<br />

be among the first of its members.<br />

As a result of the targeted new share issue carried out by the parent <strong>com</strong>pany<br />

in January 2000, consisting of 2 million shares and bringing in sek<br />

44.9 million after issue-related costs, TeleTrade Solutions was able to<br />

increase its restricted equity by sek 35 million. This enabled TeleTrade<br />

Solutions to submit an application to the Financial Supervisory Authority<br />

requesting an extended permit under the Securities Business Act [SFS<br />

1991:981]. The extended permit was granted in March 2000 and enables<br />

TeleTrade Solutions to manage customers’ funds held in securities<br />

accounts as operating capital. This in turn enables TeleTrade Solutions to<br />

be a more <strong>com</strong>petitive market player and to offer customers’ better terms<br />

for borrowing using shares as collateral. This is expected to provide a considerable<br />

increase henceforth in net interest in<strong>com</strong>e/expenses, i.e. the<br />

spread between the deposit and lending rate.<br />

The Company aims to grow by at least 50 active securities accounts per<br />

trading day. This represents a minimum of 20,000 active customers by<br />

the end of December 2000, not taking into consideration geographic<br />

expansion in the Nordic region and other structural developments and<br />

expansion possibilities. TeleTrade Solutions’ goal is to be<strong>com</strong>e the largest<br />

independent Internet broker in the Nordic region. This is to be achieved<br />

through organic growth, acquisitions, mergers and/or partnerships and by<br />

broadening the range of services to include more financial services.<br />

19


usiness<br />

information<br />

The number of visits at VCW has increased<br />

from around 550,000 in February 1999 to<br />

around 2,400,000 in February 2000.<br />

<strong>vcw</strong> internet services ab – market<br />

information services and netanalys<br />

dubbelslash ab with dagens finans<br />

The business area includes both VCW Internet Services<br />

AB and NetAnalys Dubbelslash AB. VCW Internet Services<br />

AB is an Internet based media <strong>com</strong>pany whose<br />

in<strong>com</strong>e is generated in the form of advertisements in the<br />

form of banners, mini-banners, large advertisements,<br />

buttons and sponsor arrangements. In addition, the<br />

Company provides IR-related services such as its IPO<br />

service, live hearings, and other traffic increasing services<br />

in the form of links and automatic pop-up windows with<br />

a link to the Company’s home page. Market information<br />

services for people interested in the stock market are provided<br />

via VCW’s Internet portal, <strong>ww</strong>w.<strong>vcw</strong>.se.<br />

services<br />

VCW’s most widely used service is its discussion forum.<br />

This service is market leading with almost 10,000 registered<br />

contributors, and just as many unregistered users.<br />

The discussion forum is most widely used from 7 a.m. to<br />

12 p.m. Keen investors and those who need to monitor<br />

foreign markets with closing times after 10 p.m. Swedish<br />

time can discuss shares, indices, and market-related<br />

events round the clock. The keen interest in this service<br />

20<br />

is primarily due to the need by investors to obtain investment<br />

tips and to get a “feel” for the market.<br />

VCW’s visitors submit contributions using a signature,<br />

and will try to build up a credible reputation around<br />

their particular signature by submitting as relevant and<br />

interesting postings as possible. The desire to gain<br />

renown or to share advice that can strengthen one’s own<br />

position is one reason behind the steady increase in the<br />

number of contributors.<br />

In order to encourage interesting contributions, VCW<br />

rewards the best contributors by presenting their submissions<br />

in an attractive green colour. All submissions are<br />

searchable and follow a thread-system that connects<br />

questions and answers, making it easy to follow a discussion.<br />

During the time that the discussion page has existed,<br />

several of VCW’s contributors have be<strong>com</strong>e well<br />

known in other media, such as newsletters, business<br />

papers and different TV programmes. This acts as a further<br />

incentive for others to be equally good. Several editors<br />

monitor the submissions and an advanced filter system<br />

is used to prevent submissions with unsuitable language<br />

from being published.


Growth in visits to VCW<br />

source: mmxi nordic/sifo interactive media<br />

The graph shows the growth in the number<br />

of visits to <strong>ww</strong>w.<strong>vcw</strong>.se between January<br />

1999 and February 2000.<br />

Average number of discussion submissions<br />

to <strong>ww</strong>w.<strong>vcw</strong>.se per trading day.<br />

source: om stockholms fondbörs<br />

The graph shows the average number of discussion<br />

submissions to <strong>ww</strong>w.<strong>vcw</strong>.se per trading<br />

day for the period January 1999 to February<br />

2000.<br />

The content on the discussion pages is created by VCW’s users. It is the contributors<br />

– and not VCW – who are responsible for the content of submissions.<br />

Readers are encouraged to critically analyse and review the information<br />

on the pages. VCW takes no responsibility for any measures or actions<br />

based on submissions or information provided on this web site which may<br />

lead, either directly or indirectly, to financial damage. VCW reserves the<br />

right – and indeed has a certain responsibility – to remove inappropriate text<br />

or content from the discussion pages.<br />

VCW also offers extensive share price information, charts, technical analysis,<br />

portfolio management and other relevant functions for investors.<br />

VCW offers a monitoring service, VCW Observer. This service works using<br />

push technology that sends dynamic information from all VCW services to<br />

the user’s e-mail addresses or mobile phone if so requested. For instance, a<br />

customer may want to receive a summary every 30 minutes via e-mail of all<br />

submissions containing the word “Volvo”.<br />

VCW Response is a relatively new service allowing users to direct questions<br />

to public <strong>com</strong>panies. This service has gained a great deal of appreciation<br />

from VCW’s visitors and responding <strong>com</strong>panies alike.<br />

business development<br />

During the year 2000, VCW’s content is to be further developed, as is its<br />

reliability and speed. User-friendliness is also to be increased in order to meet<br />

the needs of a growing number of users. Advertising formats will be<strong>com</strong>e<br />

fixed so that both advertisers and users know where to find the advertisements.<br />

At the same time, the number of advertisement slots for sale will<br />

increase. More high quality services will be added during the year. This is to<br />

ensure that the goals in terms of user-friendliness and customer benefit are<br />

reached and also the goal concerning traffic to the site. The overall objective<br />

is for all new development of services to take place in Linux/Unix in order to<br />

increase the synergies with TeleTrade’s development department.<br />

developments during 1999<br />

VCW has shown very strong growth in 1999. The number of visits, page<br />

exposures and individual users has risen strongly. This is due to the general<br />

higher level of interest in the stock market, but also to the considerable content<br />

expansion of VCW’s service. Efforts to further expand and improve content<br />

will continue during 2000.<br />

During 1999, VCW’s stock market discussion forum has attracted a great<br />

deal of media attention. The discussion service is by far the largest of its kind<br />

in Sweden and the number of daily contributions has shown explosive<br />

growth during the year from around 1,000 per trading day to around 5,000.<br />

This increase has continued into the beginning of 2000 with over 7,500 submissions<br />

recorded on a number of days in February. VCW is now one of the<br />

largest vertical portals in Sweden. For those truly interested in the market,<br />

VCW’s discussion service has be<strong>com</strong>e a well-established and essential source<br />

of information.<br />

21


Visits: Sites 1999 2000<br />

July Aug Sep Oct Nov Dec Jan Feb July–Feb %<br />

Affärsvärlden [AFV] 487,403 766,810 830,887 891,677 1,145,596 1,249,226 1,486,798 1,403,201 +188<br />

Dagens Industri [DI] 2,258,817 3,598,930 2,486,452 2,577,051 4,697,816 3,617,085 4,636,131 5,386,173 +138<br />

Finanstidningen [FTI] 252,343 380,030 387,588 412,459 555,238 539,973 663,308 703,991 +179<br />

Privata Affärer [PA] 516,546 671,848 791,287 812,706 1,161,923 1,214,435 1,500,188 1,518,405 +188<br />

VCW 424,685 624,067 684,326 774,326 1,077,372 1,248,027 1,645,931 2,405,274 +466<br />

Page views: Sites<br />

July Aug Sep Oct Nov Dec Jan Feb July–Feb %<br />

Affärsvärlden [AFV] 1,614,345 2,740,884 3,078,036 2,978,621 3,860,422 4,202,309 5,147,273 12,025,361 +645<br />

Dagens Industri [DI] 11,327,399 17,508,117 18,612,461 16,162,445 27,468,662 27,870,280 39,430,131 46,415,754 +310<br />

Finanstidningen [FTI] 1,956,591 3,128,884 2,382,485 1,499,067 2,204,620 2,113,204 2,468,540 2,790,740 +43<br />

Privata Affärer [PA] 2,284,584 3,360,399 5,904,908 4,578,907 6,099,678 5,664,063 6,797,767 8,455,299 +270<br />

VCW 2,172,721 3,126,781 4,000,385 4,455,315 6,262,060 7,166,684 9,754,637 15,730,062 +624<br />

source: mmxi nordic/sifo interactive media<br />

[“Visits” refers to each instance that a person enters the home page within a 30 minute period. “Page exposure” refers to each “part” of<br />

the home page that the visitor passes through, e.g. when the visitor clicks on a connected heading or other link within the same web site].<br />

turnover and earnings<br />

Turnover for 1999 amounted to sek 2.4 million [sek 1.9<br />

million]. In 1999, the <strong>com</strong>pany made a loss of sek<br />

-1.3 million [sek -3.7 million]. VCW Internet Services<br />

AB has a cost-effective organisation. During the year,<br />

additional sales personnel will be recruited at an estimated<br />

cost of just over sek 600,000 per month after the<br />

summer and approximately sek 6 million for the full year<br />

2000. Personnel will also be recruited within the Events<br />

and PR&IR areas since VCW sees substantial potential<br />

in these areas.<br />

outlook<br />

In addition to being influenced by the general stock market<br />

climate, VCW’s development is dependent upon the<br />

advertising market and its acceptance of the Internet as a<br />

medium – as well as the level of awareness among listed<br />

<strong>com</strong>panies of the potential of using the Internet as a PR<br />

and information channel. The general trend is very clear<br />

and <strong>com</strong>panies are increasingly utilising their web sites as<br />

a means of fast, cheap and effective information.<br />

With its own sales and marketing organisation in <strong>com</strong>bination<br />

with a strong reach to an attractive target group,<br />

VCW has a high potential to increase its in<strong>com</strong>e base<br />

during 2000.<br />

22<br />

Visits in February 2000 to<br />

finance-related sites.<br />

source: mmxi nordic/sifo interactive media<br />

Number of page views at<br />

<strong>ww</strong>w.<strong>vcw</strong>.se per month.<br />

source: mmxi nordic/sifo interactive media<br />

Individuals/visitors to <strong>ww</strong>w.<strong>vcw</strong>.se<br />

per month.<br />

source: <strong>vcw</strong>


netanalys dubbelslash ab<br />

NetAnalys provides the online financial daily Dagens Finans, as well as offering<br />

a number of different analysis services via <strong>ww</strong>w.netanalys.se. NetAnalys<br />

began its current operations in 1998 and launched Dagens Finans at the end<br />

of the summer of 1999.<br />

services and products<br />

NetAnalys’ online publication Dagens Finans is Sweden’s only financial daily<br />

on the Internet. Subscription is free and the newspaper is distributed every<br />

business day at 4 p.m. via the Internet and e-mail. The paper is unique in<br />

providing the next day’s news before the market closes. Dagens Finans is<br />

financed through advertising and creates a range of new opportunities for<br />

advertisers through its interactive format. The number of subscribers and<br />

readers was around 16,000 in March 2000.<br />

<strong>ww</strong>w.netanalys.se provides the latest market news throughout the day along<br />

with various types of technical stock analyses.<br />

business development<br />

The goal is for the online newspaper Dagens Finans to quickly be<strong>com</strong>e Sweden’s<br />

largest daily financial paper on the Net. This goal will be reached by<br />

ensuring that the reader feels that he/she is getting tomorrow’s news today<br />

and the paper will consequently be a valuable aid on which to base decisions<br />

before the market closes. New, interactive opportunities for advertisers will<br />

be continually developed so that the paper will be perceived as an interesting<br />

<strong>com</strong>plement to other Net-based advertising. It will be possible to increase<br />

the number of readers rapidly and cost-efficiently by utilising the network of<br />

Internet users associated with the TeleTrade Group.<br />

turnover and earnings<br />

For the split financial year 1 May 1999‒31 December 1999, turnover amounted<br />

to sek 2.0 million and the <strong>com</strong>pany reported a loss of sek 0.4 million.<br />

Only a small proportion of turnover is attributable to advertising revenues.<br />

No increase in turnover is expected during 2000, since efforts will be focused<br />

on increasing the quality of Dagens Finans and increasing its subscriber base.<br />

During the year, Dagens Finans is to be established among advertising agencies<br />

as an advertising medium in order to generate in<strong>com</strong>e for 2001.<br />

outlook<br />

Dagens Finans is still unique in its kind in as much that it brings the latest<br />

news to the reader throughout the day free of charge. Various publications<br />

and publishers offer different type of news on their web sites, but rarely news<br />

that can <strong>com</strong>pete in interest and importance with the news that is published<br />

in the printed publications the following morning. The market for a free and<br />

up-to-date news source during normal trading hours should therefore be<br />

substantial. Dagens Finans should have significant potential to build up a<br />

large enough subscriber base during 2000 to bring in sizeable advertising<br />

revenues by the end of 2000. With a growing subscriber base, Dagens Finans<br />

will be<strong>com</strong>e an important marketing and sales channel for the Group’s other<br />

services.<br />

23


usiness area<br />

insurance<br />

No other broker, either traditional or Internetbased,<br />

has as many suppliers within private nonlife<br />

insurances as TeleTrade e-Insurance has.<br />

teletrade e-insurance ab –<br />

the insurance broker<br />

[jp försäkring ab is currently changing its name to teletrade<br />

e-insurance ab]<br />

TeleTrade e-Insurance’s business concept is to meet all<br />

the personal insurance needs of private individuals.<br />

The business area was formed in March 2000 in conjunction<br />

with the acquisition of JP Försäkring AB. Consequently,<br />

this business area has not been previously<br />

included in the Group accounts.<br />

TeleTrade e-Insurance builds up large customer bases<br />

within selected areas of private non-life insurance by<br />

applying a “right insurance at the right price” method.<br />

Together with sales of life, pension, and endowment<br />

insurance policies to the rapidly growing customer base,<br />

this gives a satisfactory contribution per customer. Tele-<br />

Trade e-Insurance has grown strongly since its start and<br />

is now Sweden’s largest insurance broker for private individuals.<br />

Since 1999, both earnings and cash flow have<br />

been positive.<br />

24<br />

The soon-to-be-launched Internet service is intended to<br />

further reinforce TeleTrade e-Insurance’s already strong<br />

position in the private market. Today, there is no other<br />

player in the Swedish market with the same extensive<br />

experience, contacts with insurance <strong>com</strong>panies and the<br />

expertise required to create a unique market place with a<br />

full range of insurance policies for private individuals.<br />

The insurance brokerage is registered with the Financial<br />

Supervisory Authority and operates within the areas of<br />

private non-life insurance, life insurance, pensions and<br />

endowment insurance. The Company currently has<br />

offices in Stockholm and Malmö, and there are plans to<br />

open an office in Gothenburg.<br />

Private non-life insurance is sold through extensive telemarketing<br />

activities in <strong>com</strong>bination with a sophisticated<br />

<strong>com</strong>puter system, while other operations are performed<br />

using in-house brokers and franchisers. Operations in<br />

Malmö are primarily based around life insurance, pensions<br />

and endowment insurance.<br />

services<br />

Private non-life insurance brokerage at TeleTrade e-Insurance<br />

is already heavily IT-based. The current telemarketing<br />

activities will be supplemented with a content-rich<br />

and user-friendly Internet service during the year. Using<br />

the Internet, it is possible to establish operations outside<br />

of Sweden, primarily in the other Nordic countries.<br />

At present, the main distribution channels for private<br />

non-life insurance, life insurance, pensions and endowment<br />

insurance at TeleTrade e-Insurance are in<strong>com</strong>ing


telephone calls and outgoing telemarketing calls. A telemarketing team<br />

works rotational shifts five evenings a week in order to register information<br />

about non-life insurance policies and to book visits with life insurance<br />

brokers. On average, insurance information on which offers are<br />

based is obtained from approximately 100-150 households each evening.<br />

On average, non-life insurance policies to a total amount of<br />

sek 125,000‒150,000 are arranged each day based on such offers.<br />

Telemarketing activities target selected areas in accordance with a defined<br />

strategy, i.e. areas with larger and more numerous insurance objects and<br />

with higher premiums. This means that the majority of customers contacted<br />

live within Greater Stockholm, although Gothenburg and Malmö<br />

are also targeted. Within non-life insurance, all contact is made via<br />

phone, e-mail, fax, or letter. Within life insurance, pensions and endowment<br />

insurance, contact is primarily made in person.<br />

Since TeleTrade e-Insurance focuses on insurance for private individuals,<br />

the Internet provides an enormous market. Today, the volume of premiums<br />

within private non-life insurance amounts to approximately sek 21<br />

billion, according to the Swedish Insurance Federation. This entire volume<br />

can be said to be open to <strong>com</strong>petition every year, as private customers<br />

can change insurance <strong>com</strong>pany once a year. The same enormous<br />

market also exists for life insurance and pension insurance. During 1999,<br />

funds totalling sek 82 billion were invested in premiums, including sek<br />

45 billion in new policies.<br />

This means that a penetration of 1 per cent of the market would provide<br />

a volume of:<br />

sek 210 million in non-life insurance premiums.<br />

sek 450 million in new life and pension insurance premiums.<br />

In March 2000, 38 people were employed full-time. In addition, around<br />

80 work with telemarketing, including 10 employees based in Malmö.<br />

There are also four franchisers, of which one is in Malmö. TeleTrade e-<br />

Insurance has <strong>com</strong>mission agreements with all insurance providers for<br />

mediated insurance policies and with ten or so of these providers, the<br />

Company also has running insurance book <strong>com</strong>missions. Commission<br />

agreements have been signed with all “significant” life insurance <strong>com</strong>panies.<br />

In addition, there are exclusive agreements with interest organisations<br />

allowing members to be contacted. Such interest organisations<br />

include Aktiespararna [shares], Sportfiskarna [fishing], Resevaruhuset<br />

[travel], and Svenska Brukshundklubben [dogs]. Together, this represents<br />

a customer sales base <strong>com</strong>prising over 250,000 people.<br />

No other broker, either traditional or Net-based, has as many suppliers<br />

within private non-life insurance as TeleTrade e-Insurance does. This is of<br />

considerable importance, since the customer would otherwise not be<br />

given a proposal from an “objective market place”. This be<strong>com</strong>es even<br />

more apparent on the Internet if only a few insurance <strong>com</strong>panies are affiliated<br />

to the broker.<br />

25


usiness development<br />

Over the years, TeleTrade e-Insurance has developed its<br />

own unique system for calculating premiums. For nonlife<br />

insurance, the system presents premiums from ten<br />

different insurance <strong>com</strong>panies. This means that large<br />

flows of insurance policies can be offered and arranged in<br />

a simple manner. Experience from the development of<br />

this system and from the industry as a whole enhances<br />

and increases the possibilities for creating a unique Internet<br />

service.<br />

TeleTrade e-Insurance will further develop its relations<br />

with those interest organisations with which it has signed<br />

exclusive agreements. This will primarily be achieved<br />

with the aid of the Internet. There are current plans to<br />

integrate the home pages of these interest associations<br />

with TeleTrade e-Insurance’s Internet service. In this way,<br />

traffic to the Insurance broker service will be increased.<br />

The soon-to-be-launched Internet service will supplement<br />

existing activities, greatly increase the potential customer<br />

base and create synergy and crossover opportunities<br />

with the other services offered by the TeleTrade<br />

Group. The Internet service is expected to be launched<br />

during Q3 this year.<br />

turnover and earnings<br />

Turnover increased in 1999 to sek 22.1 million [sek 11.5<br />

million]. For 1999, the <strong>com</strong>pany made a profit of sek 0.7<br />

million [sek -1.4 million]. Operations have shown considerable<br />

growth in recent years, with in<strong>com</strong>e growth of<br />

over 100 per cent per year. Growth has taken place within<br />

both non-life and life insurance, as well as pension<br />

insurance.<br />

The Company has applied a strict cash basis when<br />

accounting for in<strong>com</strong>e from <strong>com</strong>missions on non-life<br />

insurance and child and accident insurance, while<br />

26<br />

in<strong>com</strong>e from life insurance has been booked after the<br />

close of each transaction. This means that the major part<br />

of the cost for the non-life insurance book has been<br />

booked before it has begun generating in<strong>com</strong>e. To a certain<br />

extent, this also applies for life insurance brokerage<br />

where relatively large costs have been booked during the<br />

setting-up of operations. For 2000, the accounting principle<br />

will be changed so that in<strong>com</strong>e from non-life insurance<br />

will also be booked at the close of the transaction<br />

[see page 29].<br />

outlook<br />

Growth in in<strong>com</strong>e and expenses Tele-<br />

Trade e-Insurance [sek thousands]<br />

Growth will continue to be strong. During 2000‒2001,<br />

small “satellite offices” will be opened in Gothenburg,<br />

Lund, and Höllviken, with each office maintained by<br />

3‒4 life insurance brokers. The Stockholm office will also<br />

expand its life insurance operations. Within non-life<br />

insurance, the traditional telemarketing activities will<br />

continue to create growth. The customer base within<br />

this area of <strong>com</strong>pany operations will be continually<br />

expanded.<br />

The greatest future growth will be created via the Internet<br />

service. It is intended that the majority of private<br />

non-life insurance, life insurance and pension insurance<br />

will be arranged via this service in a way that was not<br />

previously possible.<br />

TeleTrade e-Insurance sees extensive synergies between<br />

the life insurance services and the services offered by<br />

TeleTrade. Examples of such synergies include foreign<br />

endowment insurance, mutual fund insurance and<br />

mutual fund brokerage. These synergy effects will be<br />

extracted in the short-term through traditional operations,<br />

but mainly through the TeleTrade Group’s different<br />

Internet services. Extensive synergies also exist within<br />

marketing and sales between the different services offered<br />

by the TeleTrade Group.


financial overview<br />

and key ratios<br />

financial overview and key ratios<br />

The accounts, fund statements, and key ratios for 1997<br />

have not been included in this prospectus as operations<br />

during 1997 were very different from today’s. The Tele-<br />

Trade Group was formed on 12 December 1998. In 1997,<br />

only VCW ran operations of any size and with a slightly<br />

different focus. The result amounted to sek -18.3 million<br />

during 1999 as against sek -3.5 million during 1998. The<br />

Group’s liquid assets, as of 31 December 1999, amounted<br />

to sek 25.6 million, of which sek 5.6 million were frozen.<br />

The Group’s employees as of 31 December 1999 numbered<br />

27 as against 16 the previous year-end. As of 31 December<br />

1999, equity amounted to sek 18.6 million and was divided<br />

between 23,811,622 shares at sek 1 per share. Solidity<br />

amounted to 21 per cent. In January 2000, a directed new<br />

share issue of 2,000,000 shares to four institutional<br />

investors provided the Company with a total of sek 47<br />

million before issue expenses. In order to simplify future<br />

analyses of financial information, a pro-forma balance<br />

sheet and in<strong>com</strong>e statement as of 31 December 1999 have<br />

been prepared in conjunction with TeleTrade’s acquisition<br />

of JP Försäkring AB, which is changing its name to Tele-<br />

Trade e-Insurance AB. The Group’s pro-forma revenue for<br />

1999 amounted to sek 46.8 million. After the acquisition<br />

of JP Försäkring AB on 25 March 2000, the Group’s<br />

employees totalled 90.<br />

28<br />

During 1999, the Group’s revenue showed the following<br />

quarterly development: sek 3.0 million, sek 4.3 million,<br />

sek 5.4 million, and sek 11.9 million. TeleTrade Solutions’<br />

operations accounted for the major part of the Group’s<br />

revenue. The stock exchange experienced strong development<br />

and turnover during Q4. This favoured TeleTrade,<br />

which even experienced a large inflow of customers within<br />

its trading and information business areas.<br />

TeleTrade Solutions opened 2,000 new securities accounts<br />

during Q1 1999. Development during the following quarters<br />

was 2,000, 3,000, 5,000 new accounts respectively. At<br />

year-end, TeleTrade Solutions had a total of approximately<br />

18,000 opened accounts, of which approximately 8,000<br />

are defined as active. Active account customers are those<br />

customers that have placed securities and/or money in<br />

their accounts in order to do business.<br />

During 1999, the Group’s result showed the following<br />

quarterly development: sek -5.2 million, sek -4.2 million,<br />

sek -4.7 million, and sek -4.1 million. At the end of Q4,<br />

operations reached a current breakeven. TeleTrade Solution’s<br />

rapid growth has debited the Group with extensive<br />

costs within systems, service development, and marketing.<br />

The Group shows no deferred tax liabilities in its accounts.<br />

The established fiscal unutilised deficit is equivalent to the<br />

profit for 1998 for each <strong>com</strong>pany, a total of approximately<br />

sek 24 million. In conjunction with the change in ownership<br />

on 31 December 1998, the deficit from previous years<br />

was lost.<br />

Cash flow analysis in brief [SEK thousands] 1999<br />

Cash flow from current operations -8,115<br />

Cash flow from investment activities -2,191<br />

Cash flow from financing activities 24,054<br />

Increase in liquid assets 13,748<br />

Liquid assets at beginning of year 11,879<br />

Liquid assets at end of year 25,627


pro-forma 1999 [SEK THOUSANDS]<br />

TeleTrade Group incl. JP Försäkring<br />

Pro-forma In<strong>com</strong>e Statement 1999<br />

Commission in<strong>com</strong>e 44,667<br />

Commission expenses -2,538<br />

Interest in<strong>com</strong>e 4,984<br />

Interest expenses -3,604<br />

Net profit from financial transactions -118<br />

Other operating in<strong>com</strong>e 3,372<br />

Total operating in<strong>com</strong>e 46,763<br />

Total operating costs -66,084<br />

Profit before tax and minority interest -19,321<br />

Tax on profit for the year 17<br />

Minority interest -134<br />

Profit [loss] for the year -19,438<br />

Pro-forma Balance Sheet 31 December 1999<br />

Assets<br />

Lending to credit institutions 25,734<br />

Lending to the general public 41,381<br />

Participations in associated <strong>com</strong>panies 980<br />

Intangible assets 17,938<br />

Tangible assets 4,154<br />

Other assets 17,088<br />

Prepaid expenses and accrued in<strong>com</strong>e 8,836<br />

Total assets 116,111<br />

Liabilities<br />

Liabilities to credit institutions 41,000<br />

Other liabilities 27,360<br />

Accrued expenses and pre-paid in<strong>com</strong>e 5,356<br />

Subordinated liabilities 2,095<br />

Total liabilities 75,811<br />

Minority equity 1,337<br />

Equity 38,963<br />

Total liabilities and equity 116,111<br />

<strong>com</strong>ments<br />

The pro-forma accounts for 1999 have been prepared in<br />

order to present an in<strong>com</strong>e statement and balance sheet<br />

for 1999 as if JP Försäkring AB were a part of the Group for<br />

all of 1999. The pro-forma has been based on TeleTrade’s<br />

Group accounts as of 31 December 1999 and JP<br />

Försäkring’s annual report for the same period. The acquisition<br />

value of JP Försäkring AB amounts to sek 22.4 million,<br />

of which sek 0.4 million relates direct costs in conjunction<br />

with the share issue. The amount sek 22 million<br />

is based on the average share price during the last ten<br />

days before the in-kind agreement was signed 18 February<br />

2000. After allowing for minority equity, a goodwill item of<br />

sek 17.1 million is arrived at, which will be amortised over<br />

a ten-year period. The net profit for the year has therefore<br />

been charged with sek 1.7 million. Final establishment of<br />

the goodwill item will take into consideration the net profit<br />

attained during 2000 until the time of the acquisition.<br />

When preparing the pro-forma for 1999, the net profit for<br />

1999 for JP Försäkring has been adjusted because as of 1<br />

January 2000, the <strong>com</strong>pany changed accounting principles<br />

for in<strong>com</strong>e accounting. The change in accounting principles<br />

means that the Company no longer accounts for in<strong>com</strong>e<br />

from non-life insurance <strong>com</strong>missions on a cash basis but<br />

once the transaction deal has been closed. Over and<br />

above this, a cancellation provision has been included.<br />

The effect of the change in accounting principles on the<br />

result for 1999 is marginal. However, the change does<br />

mean that the adjusted capital brought forward as of 1<br />

January 1999 increases by sek 2.6 million.<br />

JP Försäkringar AB [sek thousands]<br />

Equity according to published annual report 4,129<br />

Effect of changed accounting principles 2,555<br />

Adjusted equity JP Försäkring AB 6,684<br />

Acquisition cost within<br />

Parent Company [sek thousands]<br />

Acquisition cost according to in-kind certificate 22,032<br />

Direct costs in conjunction with share issue 424<br />

Total acquisition cost 22,456<br />

Minority equity 1,337<br />

Goodwill 17,109<br />

group key ratios<br />

1999 pro-forma1 1999 1998<br />

Operating in<strong>com</strong>e, sek thousands 46,763 24,572 1,004<br />

Operating profit, sek thousands -19,438 -18,264 -3,531<br />

Profit margin, % neg neg neg<br />

Average number of shares _ 16,911,290 6,455,379<br />

Ditto after fully exercised options _ 20,769,145 8,362,916<br />

Earnings per share, sek _ -1,08 -0,55<br />

Ditto after fully exercised options _ -0,88 -0,42<br />

Equity per share, sek 1,59 0,78 1,28<br />

Share price as of 31 Dec. _ 32 _<br />

P/E ratio as of 31 Dec. neg neg neg<br />

No. of outstanding shares at year-end 24,464,622 23,811,622 10,010,757<br />

Ditto after fully exercised options 28,715,457 28,062,457 13,475,832<br />

Total assets, sek thousands 116,111 90,783 46,605<br />

Equity, sek thousands 38,963 18,642 12,852<br />

Liquidity, % _ 126 133<br />

Solidity, % 34 21 28<br />

Capital base, sek thousands _ 20,117 12,708<br />

Capital cover ratio, % _ 16 41<br />

Debt/equity ratio, % _ 233 12<br />

Risk-bearing capital ratio, % 33 21 28<br />

Return on [total] capital employed neg neg neg<br />

Return on equity, % neg neg neg<br />

Investments in tangible assets _ 1,965 3,548<br />

Research and development expenditure _ 2,933 6,410<br />

Of which set up as assets _ 481 3,486<br />

Total number of employees at year-end 61 27 16<br />

1 When preparing the pro-forma for 1999, consideration was taken for JP Försäkring AB as of 1 January 1999, at which point JP Försäkring’s<br />

result was adjusted because as of 1 January 2000, the Company changed accounting principles for in<strong>com</strong>e accounting [see page 29 for<br />

more information].<br />

Key ratio definitions<br />

Profit margin: Net profit as a percentage of the year’s invoicing.<br />

Earnings per share: Profit after tax divided by the average number of shares.<br />

Return on capital employed: In<strong>com</strong>e before financial items plus financial costs as a percentage<br />

of the average capital employed.<br />

Capital employed: Total assets less non-interest-bearing liabilities including deferred tax liabilities.<br />

Return on equity: Net profit according to in<strong>com</strong>e statement as a percentage of the average<br />

adjusted equity.<br />

Liquidity: Current assets minus stock divided by current liabilities.<br />

Solidity: Equity including minority interests as a percentage of total assets.<br />

Capital base: The Group’s equity for <strong>com</strong>panies within the Group requiring capital cover, i.e.,<br />

TeleTrade Solutions.<br />

Capital cover ratio: The total capital base divided by the total weighted risk amount regarding<br />

capital demands for credit risks [see Other additional information page 68].<br />

Debt/equity ratio: Interest-bearing liabilities divided by equity.<br />

Risk-bearing capital ratio: Sum of equity and deferred tax liabilities, including minority interests,<br />

divided by total assets.<br />

Sensitivity analysis<br />

TeleTrade Solutions’ earnings development is dependent on the stock market climate and stock<br />

exchange turnover. A downturn on the Stockholm Exchange in the form of falling share prices<br />

and/or transactions would lead to lower in<strong>com</strong>e. As the costs are relatively fixed in the short-term,<br />

fewer or more transactions from TeleTrade Solutions customers would bring about an almost<br />

equivalent change in the marginal change of the Company’s result. In March 2000, TeleTrade Solutions<br />

conducted approximately 4,500 transactions per day. Every transaction provides a gross<br />

in<strong>com</strong>e of approximately sek 90. A ten per cent change in the number of transactions is therefore<br />

equal to a change in gross in<strong>com</strong>e of approximately sek 40,000 per trading day or sek 840,000<br />

per month.<br />

VCW’s costs are very small in relation to the Group’s total costs. These costs are also relatively<br />

independent of operational developments. A change in the advertising market would therefore<br />

lead to a strongly positive effect on the result. In the event of a deteriorated advertisement market<br />

on the Internet, costs can be reduced in the short-term by cuts in personnel.<br />

TeleTrade e-Insurance’s earnings development is relatively insensitive to factors affecting the market.<br />

Property insurance operations are based, to a larger extent, on stock <strong>com</strong>missions. Life insurance<br />

operations are earnings based with Company sales personnel receiving <strong>com</strong>missions.<br />

29


the market<br />

The number of securities accounts is anticipated<br />

to rise from 4.4 million in 2000 to approximately<br />

16.8 million in 2003.<br />

the market<br />

introduction<br />

The Internet and new technology are rapidly changing the conditions for<br />

players on the financial markets. Customers have be<strong>com</strong>e an integrated<br />

part of the transaction and analysis process and today have access to a<br />

great deal of information, as well as the opportunity to perform transactions<br />

fast and inexpensively. Shares and shares in mutual funds are<br />

bought and sold via the Internet.<br />

Via the Internet, <strong>com</strong>panies can offer private individuals and institutions<br />

the opportunity to invest capital in both listed and unlisted <strong>com</strong>panies.<br />

Private individuals are gaining increasing access to different types of stock<br />

market news. Private individuals also have the opportunity to listen to<br />

analyst meetings and general shareholders’ meetings via the Internet.<br />

The result is a change in the stock market that provides private individuals<br />

with the same and equally rapid access to information that brokers<br />

and analysts have. The trend is towards Internet brokers be<strong>com</strong>ing<br />

increasingly <strong>com</strong>plete finance houses offering a wide range of financial<br />

services. Consequently, Internet brokers are be<strong>com</strong>ing more like the traditional<br />

banks and stockbrokers. As well as offering securities trading via<br />

the Internet, players can offer customers other financial services, such as<br />

loans, insurance, financial advice and interest-bearing accounts.<br />

thr market for securities trading via the internet<br />

The securities trading market is undergoing extensive change due to the<br />

breakthrough of the Internet. According to the analysis <strong>com</strong>pany IDC,<br />

the market for Internet-based share trading in Europe is expected to<br />

increase from approximately 4.4 million securities accounts in 2000 to<br />

approximately 16.8 million by 2003. 1 It is estimated that approximately<br />

25 per cent of transactions is made via the Internet. 2<br />

1 idc, european online brokers revolution, march 2000 2 interview with stefan fölster, swedish research insttute<br />

of trade [hui]<br />

30


The European market for online<br />

securities trading, no. of securities<br />

accounts [millions]<br />

source: idc, european online<br />

brokers revolution, mars 2000<br />

Online equity trading in the Swedish market, number of customers<br />

market driving forces<br />

In TeleTrade’s opinion, the primary driving forces behind the strong<br />

development of securities trading via the Internet are the following:<br />

PC penetration<br />

Internet penetration<br />

Increased saving in shares and mutual funds<br />

pc penetration<br />

A basic prerequisite and powerful driving force for securities trading via<br />

the Internet and financial portals is <strong>com</strong>puter access. Sweden is currently<br />

one of the most PC-dense countries in the world. According to the analysis<br />

<strong>com</strong>pany IT Research, 58 per cent of Swedish households have access<br />

to a PC at home. 1 This development can be partly explained by the<br />

advantageous tax regulations allowing <strong>com</strong>panies to subsidise the purchase<br />

of home <strong>com</strong>puters for employees. Purchases of PCs have been at a<br />

very high level in recent years. In 1999, 72 per cent of the Swedish population<br />

had access to a <strong>com</strong>puter at home, at work or at school. 2<br />

internet penetration<br />

Consumer access to the Internet is an important driving force for the<br />

development of the market. The analysis <strong>com</strong>pany IDC estimates that<br />

the number of active Internet users in Europe will increase from approximately<br />

41 million in 1998 to 215 million by 2003. The Nordic region has<br />

the highest Internet penetration in Europe. 3 According to the same analysis,<br />

penetration in Sweden was 45 per cent at the end of 1999, <strong>com</strong>pared<br />

with 21 per cent on average for Western Europe. The proportion of Internet<br />

users in Sweden has now passed 53 per cent, placing Sweden among<br />

the foremost Internet users in the world. 4<br />

1 it research 2 mediamätning i skandinavien mms ab 3 idc 4 mmxi nordic/sifo interactive media, february 2000<br />

31<br />

no. of customers no. of customers<br />

nov 1999 nov 1998 change, %<br />

TeleTrade 14,000 2,000 600%<br />

Aktiedirekt [Nordiska] 7,500 4,000 88%<br />

Aktiespar Online 22,000 10,500 110%<br />

Avanza 11,500 4,000 188%<br />

E*trade Not avaialble – –<br />

Handelsbanken 30,000 10,000 200%<br />

HQ.SENot avaialble – –<br />

Matteus Net 10,000 6,240 60%<br />

NetTrade [Föreningssparbanken] 27,000 8,000 238%<br />

Nordbanken – – –<br />

Nordnet 15,000 10,000 50%<br />

SEB 60,000* 40,000 50%<br />

Skandiabanken 15,000* 5,000 200%<br />

Totalt 212,000 97,740 113%<br />

* estimated value source: svensk fondstatistik, november 1999


number of active internet users<br />

in western europe 1998–2003 [millions]<br />

1998 1999 2000 2001 2002 2003<br />

Germany 10.3 16.0 21.8 28.0 32.9 36.7<br />

UK 8.9 13.1 16.9 20.6 23.0 24.4<br />

Sweden 2.5 3.6 4.5 5.2 5.7 5.9<br />

France 4.0 7.0 10.9 16.6 23.0 30.1<br />

Italy 3.1 5.3 7.9 10.9 13.2 15.3<br />

Western Europe 40.9 81.4 119.0 155.0 188.0 215.0<br />

source: idc<br />

increased savings in shares and mutual funds<br />

Two out of three Swedes over the age of 16 own shares,<br />

either directly or via mutual funds. This means that 5.6<br />

million Swedes are shareholders. These figures were<br />

shown in a survey <strong>com</strong>missioned by Aktiefrämjandet. 1<br />

The survey also shows a powerful increase during 1999,<br />

from 55 per cent owning shares in 1998 to 66 per cent in<br />

1999. The most <strong>com</strong>mon method of ownership was via a<br />

mutual fund and approximately 54 per cent of the adult<br />

population own shares in this way. The figure for 1998<br />

was 43 per cent. Over one in three Swedes, 36 per cent,<br />

own shares directly in listed <strong>com</strong>panies. The figure for<br />

1998 was 30 per cent.<br />

The Swedish population saves a great deal in funds, and<br />

mutual funds are the most attractive savings form.<br />

According to statistics from Svensk Fondstatistik, in 1999<br />

the total volume of fund investments by Swedes<br />

increased by sek 294 billion in 1999, which represents a<br />

percentage increase of 52 per cent.<br />

Another factor affecting share trading via the Internet is<br />

the high stock exchange turnover. Turnover on the OM<br />

Stockholm Exchange has risen from approximately sek<br />

130 billion in 1990 to approximately sek 2,600 billion<br />

in 1999.<br />

market players<br />

In the market for securities trading via the Internet, there<br />

are three main types of player:<br />

Swedish Internet brokers<br />

Banks and stockbrokers<br />

Foreign Internet brokers<br />

The first Internet brokers in Sweden started their<br />

Swedish operations in 1995. Since then, the number of<br />

pure Internet brokers has increased to the current level of<br />

1 temo, december 1999<br />

32<br />

[%]<br />

Percentage of the population<br />

with Internet access in 1999<br />

source: idc<br />

Internet penetration in the Nordic region is the<br />

highest in the world. The Nordic region <strong>com</strong>prises<br />

a unique base for different types of Internet-based<br />

services, such as securities trading.<br />

approximately ten players that can be considered Tele-<br />

Trade’s <strong>com</strong>petitors. SEB and Handelsbanken offer trading<br />

via the Internet without being a direct <strong>com</strong>petitor to<br />

TeleTrade.<br />

TeleTrade’s direct <strong>com</strong>petitors are:<br />

AktiesparOnline [Aktiesparar<strong>nas</strong> RF]<br />

Avanza [Independent]<br />

Nordnet [Öhmans]<br />

HQ.SE [Hagströmer & Qviberg Fondkommission]<br />

E*Trade [American <strong>com</strong>pany listed on Nasdaq]<br />

Matteus.net [Matteus Fondkommission]<br />

AktieDirekt [Nordiska Fondkommission]<br />

NetTrade [Föreningssparbanken]<br />

Skandiabanken<br />

In Finland, there is a <strong>com</strong>pany called Eqonline that is the<br />

leading Internet broker in the Finnish market. In the<br />

other Nordic countries, we find NetFonds and Stocknet<br />

Aston Securities in Norway, while in Denmark there is<br />

Difko Børsmæglerselskab [dbs-online], which is soon to<br />

change its name to E*Trade Danmark.<br />

Other leading Internet brokers in Europe include Consors<br />

[Germany], DLJ Direct [UK] and Schwab Europe<br />

[UK]. European banks offering Internet trading primarily<br />

include Bank 24 [Deutsche bank] and Comdirect<br />

[Commerzbank], both active in Germany. The possibility<br />

of international players seeking to establish Nordic<br />

operations in the near future cannot be ruled out.<br />

the market for financial portals<br />

The Internet advertising market is growing rapidly. IRM<br />

forecasts that total investment in Internet advertising in<br />

Sweden, which amounted to sek 61 million in 1997 and<br />

sek 484 million in 1999, will amount to sek 864 million<br />

in 2000.


The Swedish market for Internet<br />

advertising [sek millions].<br />

source: irm, institute for advertising and<br />

media statistics, november 1999<br />

IRM’s definition of Internet advertising<br />

includes banners and buttons [such as <strong>com</strong>pany<br />

logotypes that take the visitor to the<br />

<strong>com</strong>pany’s own web site] sponsorship, text<br />

advertisment, and all forms of catalogue<br />

advertisements, such as Yellow Pages. Catalogue<br />

advertisements refer to advertising<br />

space the customer has paid for.<br />

The table below presents the estimated total investment in Internet<br />

advertising in 1997 and 1998 and the forecast investment for 1999 and<br />

2000 for the Swedish market.<br />

market development<br />

There are several reasons why more and more <strong>com</strong>panies choose to use<br />

the Internet as an advertising medium. Advertising via the Internet is a<br />

unique medium that provides good opportunities for reaching a specific<br />

target group with an especially designed and adapted message. This also<br />

makes it a unique medium for direct marketing towards end-customers.<br />

In addition, the Internet is accessible 24 hours a day enabling market<br />

<strong>com</strong>munications to lead to a direct transaction. It also provides good<br />

opportunities for evaluating market investments.<br />

advertising space in exchange for <strong>com</strong>pany shares<br />

It is be<strong>com</strong>ing more <strong>com</strong>mon for media <strong>com</strong>panies to buy their way into<br />

newly started e-<strong>com</strong>merce <strong>com</strong>panies by paying with advertising space.<br />

There are a number of examples of similar arrangements in the Swedish<br />

market.<br />

the growth of customised and personal portals<br />

Portals are be<strong>com</strong>e increasingly specialised as the <strong>com</strong>petition for user<br />

attention increases. An example of this is that portals are launching new<br />

types of service <strong>com</strong>bining personal and financial information on the<br />

same web page. Information from separate sources is <strong>com</strong>bined on the<br />

same page: shareholdings, bank accounts, selected e-mail, travel bookings<br />

and other personally selected information.<br />

strategic alliances between different type of player<br />

New types of strategic alliances are emerging between different players in<br />

the financial market. We see them primarily among players with expertise<br />

in distribution, financial products and services, and technology where<br />

synergies already exist. The driving forces behind these alliances are that<br />

they can rapidly offer alternative distribution channels at a low cost,<br />

increase customer volumes, add new services and products and increase<br />

the number of distribution channels.<br />

joint advertising<br />

In order to maximally utilise the synergies between two different portals,<br />

co-operation is built up around advertising. Since the financial portals act<br />

as media <strong>com</strong>panies, the portals can exchange advertising space and make<br />

joint offers in order to increase the flow of customers to both parties.<br />

Advertising costs are, therefore, almost non-existent, and the co-operation<br />

ensures that the financial portals and, for example, Internet brokers<br />

are visible in other media, such as newspapers, radio and perhaps TV,<br />

without the <strong>com</strong>pany’s marketing costs soaring unhindered.<br />

enhanced knowledge of the cutsomer base boosts sales<br />

Companies who advertise can boost their sales by having many demographic<br />

parameters regarding their users. If To optimise advertising activities,<br />

<strong>com</strong>panies can target their campaigns at selected users. There are a<br />

number of opportunities for the portal involving the use of investor databases<br />

and other services that the <strong>com</strong>panies currently offer or intend to<br />

33


0<br />

Trend in mutual fund savings<br />

1980–1999 [sek billions].<br />

source: svensk fondstatistik ab,<br />

fund & bank newsletter<br />

launch in the near future; all the user has to do in return<br />

is to register certain demographic data. Customised<br />

arrangements are both simple and inexpensive to create.<br />

The database information will be of significant value in<br />

the future. Market surveys performed directly on the site<br />

for internal or external use are also simply and effectively<br />

undertaken using the software that the Company already<br />

has.<br />

stock exchanges are be<strong>com</strong>ing<br />

electronic trading places<br />

The pace of developments is increasing and demands for<br />

up-to-date and easily available information are increasing<br />

in size and importance, not only among modern<br />

investors trading directly via the Internet, but also among<br />

those who trade via brokers. This trend is spreading<br />

among the population and new investors and traditional<br />

investors alike are being attracted to new media such as<br />

the Internet. With the aid of the Internet, trading in<br />

shares and other financial instruments has be<strong>com</strong>e fairer<br />

and more democratic, as all customers receive the same<br />

information quickly and inexpensively.<br />

As the old structure of a stock market <strong>com</strong>prised of<br />

national monopolies begins to disappear, a new, modern<br />

services sector is emerging in its place. As part of this<br />

process, the role of the stock exchange will change. Electronic<br />

trading is conquering the world and <strong>com</strong>petition<br />

from virtual trading places is be<strong>com</strong>ing tougher. Electronic<br />

trading places, or ECNs [Electronic Communication<br />

Networks], have shown strong growth during recent<br />

34<br />

Annual turnover on OM Stockholm<br />

Exchange [sek billions].<br />

source: om stockholmsbörsen<br />

years. These electronic trading systems make it possible<br />

for investors to trade in shares outside of the traditional<br />

stock exchanges.<br />

market players<br />

VCW has few or no direct <strong>com</strong>petitors in Sweden within<br />

its business concept. The only similar services are provided<br />

by very small players with private web sites that currently<br />

do not pose any threat to VCW’s dominant position.<br />

This favourable market position affects visitors in a<br />

positive sense since they always search for sites where<br />

most like-minded individuals are to be found. There are<br />

a number of players which focus on financial information,<br />

such as Dagens Industri’s stock market chat service,<br />

Privata Affärer, Finanstidningen and Yahoo Finance.<br />

the private insurance market<br />

introduction<br />

Two distinct trends are apparent within the Swedish<br />

insurance industry. One is Internet-based insurance<br />

brokerage by a number of new, and several traditional,<br />

players. The other is the growing market for insurance<br />

brokers. The products offered by the new players are<br />

primarily non-life insurance, pension insurance, insurance<br />

for young people and life insurance for private<br />

individuals. Modern technology provides insurance<br />

<strong>com</strong>panies with low market-entry barriers and the means<br />

to quickly cover a large part of the market.


While insurance <strong>com</strong>panies in Sweden are tending to cut down on<br />

staffing levels, the private insurance market for insurance brokers is growing.<br />

Insurance brokers act in accordance with customer requirements and<br />

put together policies that best fit the customer, which can lead to customers<br />

holding policies with several different <strong>com</strong>panies. Insurance brokers<br />

are often paid from the premiums received by the insurance <strong>com</strong>panies,<br />

which means free advice for customers.<br />

the swedish insurance market<br />

In 1999, the market for private non-life insurance in Sweden amounted to<br />

approximately sek 21 billion measured in volume of premiums. 1 Turnover<br />

for the insurance brokerage sector in Sweden exceeded sek 1.1 billion in<br />

1999. 2 The latter figure includes life insurance, pension insurance, corporate<br />

insurance, insurance on buildings and occupational pension insurance.<br />

market players<br />

The Swedish insurance market can be described as an oligopoly with 5‒6<br />

players controlling 90 per cent of the market. In recent years, a number<br />

of niche players, such as UAP, Allianz and Aktsam, have penetrated the<br />

Swedish market. JP Försäkring is unique in Sweden in terms of brokerage<br />

of non-life insurance for private individuals. The main <strong>com</strong>petitors in<br />

this area are individual insurance <strong>com</strong>panies such as Skandia, Trygg<br />

Hansa and Folksam. The number of <strong>com</strong>petitors within life insurance,<br />

pension insurance and endowment insurance is somewhat larger. In addition,<br />

there are a number of newly started <strong>com</strong>petitors on the Internet,<br />

including Goodguy, insplanet and Jahaya.<br />

In total, there are approximately 320 brokerage <strong>com</strong>panies in Sweden.<br />

The largest of these is Max Matthiessen with sales exceeding sek 200 million.<br />

Max Matthiessen is a franchise organisation en<strong>com</strong>passing 40‒50<br />

<strong>com</strong>panies. The next largest are Aon Sweden, with sales of sek 60 million,<br />

and Willis Corroon, with sales of sek 58 million. The number of<br />

registered brokers has increased from 860 to almost 940.<br />

driving forces in the insurance market<br />

As mentioned previously, the market for Private Non-life Insurance and<br />

the Life and Pension Insurance market are both extremely large, in Sweden<br />

and in the rest of Europe. Both of these markets show growth, mostly<br />

in the Life and Pension Insurance sector.<br />

Within the Private Non-Life Insurance market in Sweden, no brokers<br />

had existed until JP Försäkring began operations at the end of 1995.<br />

In large parts of Europe, however, the market does not show a similar<br />

picture. Quite the opposite is in fact true, as the brokerage market in<br />

most EU countries has been well developed for some time. The situation<br />

in Sweden can be explained by the fact that there were no insurance brokers<br />

until the beginning of the 1990s, when life insurance brokers and<br />

corporate insurance brokers began to operate.<br />

1 swedish insurance federation 2 försäkringsmäklarguiden 2000, risk and insurance newsletter<br />

35


driving forces govering the insurance market:<br />

sweden’s membership in the eu<br />

This has brought new players into the Swedish market together with new products and more<br />

differentiated pricing.<br />

niche <strong>com</strong>panies<br />

Several new niche <strong>com</strong>panies have entered the market, among them Aktsam, Alandia, Atlantica<br />

and Cox. This has also entailed new products and a different pricing schedule.<br />

differentiated products<br />

Within both markets, new <strong>com</strong>panies have provided new products and terms. Older <strong>com</strong>panies<br />

have thereby also had to update their products in a similar way.<br />

terms, price and cost structure<br />

The above points have meant that the markets have been exposed to <strong>com</strong>petition in a <strong>com</strong>pletely<br />

different way than previously. There are really only three parameters that govern these<br />

insurance policies; Terms, Price and Cost. During the past 3-4 years, these parameters have<br />

been brought into focus in a <strong>com</strong>pletely new way.<br />

deteriorating social security system<br />

The social security system in Sweden is gradually deteriorating. Individuals are now forced to<br />

cover their own insurance needs to an increasing degree. This has meant that people are taking<br />

out personal insurance solutions in an entirely different way than previously.<br />

marked increase in the savings ratio<br />

During recent years, saving has increased considerably in Sweden, not least in the form of<br />

shares, mutual funds, fund insurance policies and other types of endowment policy.<br />

All of the above factors have contributed to making the Private Non-life Insurance and Life<br />

and Pension Insurance brokerage markets both extensive and interesting. This applies to traditional<br />

distribution channels, but mainly to the Internet, as this provides an excellent channel<br />

for presenting and <strong>com</strong>paring products and is easily accessed by consumers.<br />

36


Researcher provides new<br />

picture of share trading<br />

on the Internet.<br />

37<br />

Interview with Stefan Fölster,<br />

Senior lecturer at<br />

Handelns Utredningsinstitut.<br />

More and more people are investing in shares and an increasing number are doing so over the<br />

Internet. At present, one in four share transactions is made via the Internet. There are currently<br />

more shareholders than wage earners in Sweden. Most of these save in mutual funds, but the<br />

interest in direct share ownership is increasing and with it the need to perform transactions<br />

quickly, simply and with full control.<br />

Associate Professor Stefan Fölster at the Swedish Research Institute of Trade [HUI] is researching<br />

the New Economy, in which securities trading over the Internet is an important feature. With help<br />

from securities brokers and Internet brokers, HUI has revealed a new picture of the development<br />

of Internet trading.<br />

“Trading via the Net is more widespread in Sweden than in the USA, where 16 per cent of all<br />

share transactions are made via the Internet,” says Stefan Fölster. In Sweden, over 25 per cent of<br />

transactions are made via the Internet.<br />

The HUI report shows that 15 per cent of stockbroker <strong>com</strong>missions <strong>com</strong>e from private individuals.<br />

The reason that the percentage of in<strong>com</strong>e is lower than the percentage of transactions made via<br />

the Internet is that private individuals often make a large number of small transactions. In most<br />

cases, transaction values do not exceed SEK 50,000. Day traders, who trade frequently during the<br />

day but who close positions at the end of every day, represent a growing proportion of the trading<br />

volume. HUI estimates that around one thousand people make a living as day traders.<br />

The largest customer group for the Internet brokers <strong>com</strong>prises private individuals who invest in<br />

shares and who surf the Internet in the evenings and who make their transactions via the Internet.<br />

“One interesting aspect is that the market has be<strong>com</strong>e very segmented between the institutional<br />

brokers and the Internet brokers, who are targeting a new customer group.”<br />

Traditional brokers have not yet experienced any appreciable <strong>com</strong>petition. For the Internet brokers,<br />

the majority of the demand is from new customer segments. The larger investors are reluctant<br />

to use Internet brokers. There is concern, often based on rumour, that Net brokers would<br />

be<strong>com</strong>e overloaded in the event of a crisis, preventing people from selling their stock fast<br />

enough. Stefan Fölster agrees that there has been the odd example whereby Internet brokers<br />

have be<strong>com</strong>e overloaded, but says that these fears mostly apply to trading in the USA.<br />

It is only a question of time before the opposite is true. With electronic trading sites, there is no<br />

reason why Internet trading should be any slower than verbal trading. Especially for small-scale<br />

investors, who always land at the end of the queue at traditional brokers anyway when large<br />

investors sell off their stock.<br />

Does trading over the Internet involve more risk than going via a traditional broker?<br />

“No, not at all. Quite the opposite. When speaking to a broker, misunderstandings can easily<br />

occur and it is sometimes difficult to <strong>com</strong>municate clearly. The broker may also forget to pass on<br />

some information and it takes time before the broker can make the deal, by which time the price<br />

may have changed.”<br />

“On the Internet, there are no ambiguities. Transactions are made directly. The biggest risk is your<br />

Internet connection failing.”<br />

There are certain other obstacles to share trading. You are critical of the tax system, for example,<br />

which you say creates ”bubbles”. In what way?<br />

“The tax regulations are a problem. When a fund sells shares, no capital gains tax is charged. But<br />

when a private individual sells his shares, he has to pay tax on any profit he has made. For the<br />

stock exchange, this be<strong>com</strong>es a problem when a large number of individuals, for tax reasons,<br />

hold on to shares that they don’t really believe in. This creates bubbles that are bigger than they<br />

would otherwise be.”<br />

What will be the next stage in the market development? Which trends do you perceive?<br />

“Net brokers are be<strong>com</strong>ing increasingly interesting to larger customers, while established brokers<br />

are starting to offer their services to smaller customers. This means that the markets will merge in<br />

a few years. This will lower prices and administration fees.”<br />

“People are also wanting to buy foreign shares, especially American shares, but this is still too<br />

expensive at present. We can now see how the markets are integrating with one another. In a few<br />

years time, buying shares in other countries will be just as easy and no more expensive than buying<br />

shares in Sweden. Consequently, the significance of Internet brokers is growing.”


isk factors<br />

TeleTrade Financial Services AB is influenced by<br />

a number of external factors whose effects on the Group’s<br />

result and financial position can be controlled to varying<br />

degrees. When assessing the future development of the<br />

Company, it is important to consider risk factors as well<br />

as potential for earnings growth. Those risk factors that<br />

are judged to be most significant to the future development<br />

of the Company are described below. For obvious<br />

reasons, it is not possible to describe all factors in detail,<br />

but rather an overall assessment must also include other<br />

information provided in this prospectus along with a<br />

general external environment analysis.<br />

limited operational history<br />

TeleTrade began operations in 1997 and can only provide,<br />

therefore, a limited history on which to base evaluations<br />

concerning future business development. The<br />

Company is currently undergoing a period of expansion<br />

and development. Information regarding TeleTrade must<br />

be considered in the light of the difficulties that <strong>com</strong>panies<br />

in fast growing markets are exposed to. Such risks<br />

include a changing business strategy and the control of<br />

organic and acquisition based growth.<br />

credit risk<br />

TeleTrade issues credit against collateral in the form of<br />

market listed shares, primarily Swedish shares. Pledging<br />

take place within the framework of special credit institutions<br />

and individually determined collateral values. The<br />

collateral value does not exceed that re<strong>com</strong>mended by<br />

the Swedish Bankers’ Association. The pledging ratio for<br />

Swedish shares currently varies between 0‒75 per cent of<br />

the current market value. In March 2000, TeleTrade<br />

38<br />

received an extended permit from the Financial Supervisory<br />

Authority to facilitate lending. However, TeleTrade<br />

is still dependent upon credit parameters from banks for<br />

financing credits to customers.<br />

financial risks<br />

TeleTrade’s liquidity and solidity are affected by payments<br />

and deliveries in the securities market. During certain<br />

periods that en<strong>com</strong>pass critical dates, imbalances<br />

and delays can occur. The Company’s continued expansion<br />

and growth may be dependent on additional venture<br />

capital from shareholders and the stock market. In<br />

order to obtain such funds, the Company must live up to<br />

the market’s expectations.<br />

system risks<br />

TeleTrade Solutions’ operations are <strong>com</strong>pletely dependent<br />

on a functioning trading system with high accessibility.<br />

The other business areas are dependent on well-functioning<br />

Internet services. In the event of systems and<br />

Internet services not functioning satisfactorily, this could<br />

affect the current operational development and also<br />

entail increased risks associated with administration,<br />

legal issues and permits.<br />

operational risk<br />

Operational risks can be defined as the risk of losses arising<br />

due to unsuitable management of business flows or<br />

flaws in general routines and safety procedures. Operational<br />

risks occur in all areas of operations and cover<br />

everything from break-ins [and prevention methods] to<br />

unsatisfactory management information. Work to minimise<br />

operational risks involves continual improvement<br />

of routines and technical systems.<br />

legal and ethical risk<br />

Legal and ethical risks originate both from the <strong>com</strong>prehensive<br />

external regulations governing operations and<br />

from the external requirements that operations be conducted<br />

in such a manner that instils confidence in the<br />

Company. The primary instrument for managing these<br />

risks is, aside from the expertise of the personnel, the<br />

internal <strong>com</strong>pany regulations.


future capital requirements<br />

Due to the Group’s extensive expansion, the capital base will need to be<br />

strengthened during the year. The size and timing of future capital requirements<br />

are dependent upon a number of uncertain factors, such as the Company’s<br />

ability to generate profit. There are no guarantees that new capital can<br />

be acquired, nor that it can be acquired on terms favourable to shareholders.<br />

market growth<br />

TeleTrade operates in markets that are expected to be characterised by<br />

growth during the next few years. Slower market growth than anticipated<br />

can have a negative effect on TeleTrade’s sales and earnings trends. Developments<br />

in the international and Swedish economies, particularly within the<br />

Swedish business sector, are of considerable importance to TeleTrade’s operations.<br />

Market risk mainly concerns future drops in share prices. A lower level<br />

of activity on the stock market could lead to reduced interest in share trading<br />

over the Internet, which in turn could slow or negate the growth of Tele-<br />

Trade’s customer base.<br />

<strong>com</strong>petition and development of services<br />

Competition within TeleTrade’s areas of operation may increase during the<br />

<strong>com</strong>ing years. Other <strong>com</strong>panies, which do not run <strong>com</strong>petitive operations<br />

today, could establish themselves on the market as the market expands with<br />

new areas of application for TeleTrade. The services offered by TeleTrade are<br />

characterised by continual change as a result of technical developments,<br />

changing customer demands and other factors. TeleTrade’s future development<br />

is therefore dependent on its ability to adapt existing services, or to<br />

develop and introduce new services which meet customers’ new demands. In<br />

connection, <strong>com</strong>petitors may introduce new services that make certain Tele-<br />

Trade services less attractive or superfluous.<br />

key people<br />

TeleTrade is currently at an early stage of its development and is dependent<br />

on a number of key people. There is no guarantee that TeleTrade will be able<br />

to retain or recruit individuals that will prove important to the development<br />

of the Company. However, via its options scheme, TeleTrade has managed to<br />

tie personnel and key people to the Company. To date, TeleTrade has been<br />

successful in attracting and retaining qualified employees.<br />

hardware and software suppliers<br />

TeleTrade co-operates with a number of hardware and software suppliers.<br />

When integrating and developing systems, a certain dependence on each<br />

individual supplier and partner arises. TeleTrade strives to reduce this risk by<br />

expanding internal development resources in order to conduct a larger part<br />

of development activities internally.<br />

political risks<br />

The political risks for the stockbroking industry, banks and Internet brokers<br />

are primarily related to tax issues linked to <strong>com</strong>panies and securities. Future<br />

risks include, for example, the political risk that existing tax regulations relating<br />

to securities may be changed in a way that is disadvantageous to holders<br />

of securities and financial instruments.<br />

39


other information<br />

legal form of business entity<br />

TeleTrade Financial Services AB [publ], corporate identity<br />

number 556249-1687, is a limited liability <strong>com</strong>pany<br />

registered with the Swedish Patent and Registration<br />

Office as of 9 September 1984.<br />

TeleTrade Solutions, corporate identity number 556541-<br />

9057, is a wholly-owned subsidiary of TeleTrade. VCW<br />

Internet Services AB, corporate identity number 556541-<br />

8752, is also wholly-owned subsidiary of TeleTrade. Net-<br />

Analys Dubbelslash AB, corporate identity number<br />

556370-9228, is an associated <strong>com</strong>pany of TeleTrade<br />

[49%]. JP Försäkring AB, currently changing its name to<br />

TeleTrade e-Insurance AB, is a partly-owned subsidiary<br />

of TeleTrade [80%] with corporate identity number<br />

556517-0031. Instelligent AB, corporate identity number<br />

5557-7323, is a wholly-owned dormant subsidiary of JP<br />

Försäkring AB. TeleTrade eXtrade AB [currently changing<br />

its name to TeleTrade Technology AB] is a whollyowned<br />

subsidiary of TeleTrade with corporate identity<br />

number 556520-1703. TeleTrade Solutions A/S, corporate<br />

identity number 981023358, is a dormant wholly-owned<br />

subsidiary. TeleTrade & Associates AB is a wholly-owned<br />

subsidiary of TeleTrade. It is intended that the <strong>com</strong>pany<br />

will merge with the Parent Company in 2000.<br />

All <strong>com</strong>panies [except TeleTrade Solutions A/S] within<br />

the Group are regulated by the Companies Act<br />

[1975:1385].<br />

The Company’s Head Office is located at:<br />

Gustavslundsvägen 139, Box 14077, S-1667 14 Bromma,<br />

Sweden<br />

insurance situation<br />

TeleTrade judges the Company to be suitably insured for<br />

its operations.<br />

40<br />

pensions<br />

TeleTrade’s pension <strong>com</strong>mitments towards its employees<br />

in Sweden are covered by premiums paid to external<br />

insurance institutions.<br />

agreements<br />

TeleTrade has a number of binding agreements in the<br />

form of development agreements, collaboration agreements<br />

and other agreements with both customers and<br />

suppliers. These agreements are of a customary nature.<br />

The termination of one or more of these agreements<br />

could have negative consequences on TeleTrade’s earnings<br />

and position. However, at the present time, TeleTrade<br />

has no reason to anticipate any significant changes in<br />

respect of customer or supplier relations in the foreseeable<br />

future.<br />

TeleTrade has entered into an agreement concerning the<br />

non-cash acquisition of an additional one per cent of the<br />

capital in NetAnalys Dubbelslash AB. This option is<br />

valid until 31 December 2010.<br />

agreement on the acquisition of<br />

jp försäkring ab<br />

On 18 February 2000, TeleTrade entered into an agreement<br />

with JP Bank AB [publ] concerning the acquisition<br />

of 80 per cent of the shares in JP Försäkring AB [“JP<br />

Försäkring”]. The business activities of JP Försäkring are<br />

described in more detail above. Payment for the shares in<br />

JP Försäkring <strong>com</strong>prised 653,000 newly issued Class B<br />

shares in TeleTrade. TeleTrade’s extraordinary general<br />

meeting held on 13 March 2000 voted to issue the shares<br />

and TeleTrade acquired the shares in JP Försäkring on 20<br />

March 2000. The agreement includes customary guarantees<br />

concerning the <strong>com</strong>pany’s accounts, assets and liabilities<br />

situation, tax situation, and permit issues in connection<br />

with the acquisition of JP Försäkring AB.<br />

On 18 February 2000, option agreements were also<br />

signed between TeleTrade and the other three owners of<br />

JP Försäkring, Thomas Gyllenmo, Johan Zethraeus and<br />

Thomas Irstam [“the Owners”]. The agreement entitles<br />

TeleTrade, during an agreed option period, to acquire the<br />

remaining shares in JP Försäkring. If the options are<br />

exercised, payment will <strong>com</strong>prise newly issued TeleTrade<br />

shares and a certain amount of cash <strong>com</strong>pensation. The<br />

total number of shares that can be issued as a result of<br />

option agreements being exercised amounts to 900,000<br />

Class B shares. In conjunction with entering into the


above-mentioned option agreements, an agreement was also entered into TeleTrade and the<br />

Owners, which entitles the Owners to acquire TeleTrade’s shares in JP Försäkring if Tele-<br />

Trade does not exercise the options in accordance with the above. In such a case, the purchase<br />

price will be calculated in accordance with a formula provided in the option agreement<br />

and will be paid in cash.<br />

trademark protection<br />

TeleTrade protects its trademarks primarily through the <strong>com</strong>pany registrations, trademark<br />

establishment and domain name registration. TeleTrade, VCW and other names and<br />

descriptions used within the Group are registered as domain names in a number of markets.<br />

Company registrations have been filed in a number of markets in order to protect<br />

trademarks and register domains.<br />

disputes<br />

To the knowledge of the Board of TeleTrade, there are no ongoing or forth<strong>com</strong>ing legal or<br />

arbitration proceedings of significance to the Company. During the past twelve months,<br />

the Company has not experienced any disputes that can be expected to have any significant<br />

negative effect on the Company’s financial position or earnings.<br />

authorisation<br />

In accordance with the Securities Business Act [1991:981], TeleTrade Solutions has obtained<br />

authorisation from the Financial Supervisory Authority for the following: managing shares<br />

in securities funds, cross-border operations in other EEA countries, financial advice, acting<br />

as the receiver of funds with accounting responsibility, holding customers’ funds in<br />

accounts to facilitate securities operations, issuing secured customer credit for investment<br />

in financial instruments, and permission to pursue other related activities. JP Försäkring,<br />

currently changing its name to TeleTrade e-Insurance, has obtained the following licenses<br />

from the Financial Supervisory Authority in accordance with the Insurance Brokers Act<br />

[1982:713]: License to act as an insurance broker of life insurance and license to act as an<br />

advisor on insurance against loss or damage.<br />

related party transactions<br />

No board member, auditor or member of management has had any direct or indirect participation<br />

in a business transaction with the <strong>com</strong>pany that is or was of an unusual nature or<br />

based on unusual conditions during the current or previous year of operations. Nor has any<br />

such person during any other year of operations been involved in any such transactions<br />

that remain unsettled or unfinished. Moreover, no Group <strong>com</strong>pany has provided loans,<br />

guarantees or other personal guarantees to any of the named persons.<br />

remuneration to key management and auditors<br />

A fee of sek 398,760, including social security expenses, has been paid to the Board of<br />

Directors for the financial year 1999. Remuneration to the Chairman of the Board in 1999<br />

amounted to sek 133,000, including social security expenses. Salary and expenses paid to<br />

the President, including social security expenses, amounted to sek 1,056,048 in 1999. The<br />

period of notice for the President is 8 months. Remuneration to key management during<br />

1999 amounted to a total of sek 4,176,000. In 1999, costs for occupational pension insurance<br />

for members of management amounted to sek 461,000. These costs are in accordance<br />

with the pension policy that applies to all employees in the Group. The pension policy has<br />

been drawn up on the basis of the ITP scheme with regard to the cost level. No severance<br />

pay agreements exist for members of management.<br />

During 1999, audit fees amounted to a total of sek 477,000, of which sek 264,000 represented<br />

direct audit costs for TeleTrade Financial Services AB.<br />

41


the teletrade share<br />

the teletrade share<br />

Up to January 1999, the TeleTrade share was traded on Göteborgslistan, after<br />

which it was moved to Aragon Fondkommission and the “Aragon” list. From<br />

early spring 1999, the TeleTrade share has shown a strong price trend. The<br />

share price rose from just over sek 2 to sek 15 in December 1999.<br />

As turnover in the share also developed favourably, the Board of Directors<br />

decided to transfer trading to the New Market list in the OM Stockholm<br />

Exchange’s SAX system in order to improve liquidity in the share. This was<br />

also viewed as the first step towards an intended listing on the OM Stockholm<br />

Exchange’s O-list during Q2 2000. The favourable price trend was<br />

strengthened by the move to the New Market list and the share price closed<br />

at sek 32 at year-end 1999. During the beginning of 2000, the share price has<br />

dropped slightly. The highest share price noted to date is sek 45 and the lowest,<br />

sek 23.<br />

42


13<br />

TeleTrade<br />

Volume<br />

The graph shows the price trend for the TeleTrade share and the volume<br />

of shares sold during the period 13 October 1999 to 25 March 2000.<br />

20 27 Oct 11 18 25Nov 8 1522 Dec 13 20 2000 17 24 Feb 7 14 21 Mar 6 13 25<br />

share capital and ownership structure<br />

share capital<br />

TeleTrade’s share capital amounts to sek 26,464,622, representing 26,464,622<br />

Class B shares, with a nominal value of sek 1 per share, inclusive of the current<br />

new share issue of 653,000 shares in March 2000 in connection with the<br />

acquisition of JP Försäkring AB [80 per cent]. At the annual general meeting,<br />

all those with the right to vote may vote in accordance with each held share<br />

or share by representation without a limit on the number of votes. All shares<br />

provide equal participation in <strong>com</strong>pany assets and profits. On 1 January 1999,<br />

all Class A shares were re-stamped as Class B shares.<br />

Development of share capital since the <strong>com</strong>pany was formed in 1984<br />

increase in total no. increase in total share nominal value<br />

year event no. of shares of shares share capital, sek capital, sek per share, sek<br />

1984 Company formation 500 500 50,000 50,000 100.00<br />

1996 1:100 split 49,500 50,000 – 50,000 1.00<br />

1996 New share issue 50,000 100,000 50,000 100,000 1.00<br />

1997 New share issue 100,000 200,000 100,000 200,000 1.00<br />

1997 Bonus issue 6:1 1,200,000 1,400,000 1,200,000 1,400,000 1.00<br />

1997 New share issue 1,500,000 2,900,000 1,500,000 2,900,000 1.00<br />

1998 New share issue 1<br />

7,110,757 10,010,757 7,110,757 10,010,757 1.00<br />

1999 New share issue 1,895,700 11,906,457 1,895,700 11,906,457 1.00<br />

1999 New share issue 9,525,165 21,431,622 9,525,165 21,431,622 1.00<br />

1999 New share issue 1,380,000 22,811,622 1,380,000 22,811,622 1.00<br />

1999 New share issue 1,000,000 23,811,622 1,000,000 23,811,622 1.00<br />

2000 New share issue 2,000,000 25,811,622 2,000,000 25,811,622 1.00<br />

2000 New share issue 2<br />

653,000 26,464,622 653,000 26,464,622 1.00<br />

1 The TeleTrade Financial Services AB Group was formed in December 1998. In conjunction with this, 7,110,757 shares were issued in kind.<br />

2 The ongoing issue of 653,000 shares in March 2000 in connection with the acquisition of JP Försäkring AB [80%].<br />

43<br />

source: six<br />

36<br />

34<br />

32<br />

30<br />

28<br />

26<br />

24<br />

22<br />

20<br />

18<br />

16<br />

14<br />

12<br />

10<br />

8<br />

6<br />

700'<br />

600'<br />

500'<br />

400'<br />

300'<br />

200'<br />

100'


At the Annual General Meeting of TeleTrade held on 28<br />

April 1999, the Board was given the authority to, during<br />

the period up until the next annual general meeting,<br />

decide on one or more new share issues amounting to a<br />

maximum total of 3,000,000 new Class B shares, each<br />

with a nominal value of sek 1 one [1], which would entail<br />

a maximum increase of sek 3,000,000 in the Company’s<br />

share capital.<br />

With the support of this authorisation, the Board of<br />

TeleTrade has carried out directed new share issues on<br />

two occasions in order to strengthen the <strong>com</strong>pany’s<br />

capital base.<br />

In October 1999, a new issue of 1,000,000 shares was<br />

directed at Aragon Fondkommission AB. This issue provided<br />

the <strong>com</strong>pany with sek 5.5 million after issue<br />

expenses. This arrangement acted as a step towards a<br />

future collaboration whereby which TeleTrade intended<br />

to provide Aragon with a trading service that would<br />

enable the <strong>com</strong>pany to offer its customers securities<br />

trading via the Internet. Other potential areas for collaboration<br />

are mutual fund trading and new introductions.<br />

Joint ventures in these areas have not yet been <strong>com</strong>menced<br />

for various reasons. The new share issue was conditional<br />

upon approval by the Swedish Financial<br />

Supervisory Authority, and this approval was obtained.<br />

In January 2000, a new share issue of 2,000,000 shares<br />

was directed at a limited number of Swedish institutions<br />

and asset managers. The issue provided the <strong>com</strong>pany<br />

with sek 44.9 million after issue expenses. A considerable<br />

44<br />

amount of the issue capital has been used to increase<br />

TeleTrade Solutions’ equity from sek 10 million to sek 45<br />

million in order to obtain a license from the Financial<br />

Supervisory Authority to enable the <strong>com</strong>pany to manage<br />

customers’ funds held in securities accounts as operating<br />

capital, in the same way that banks and traditional stockbrokers<br />

do. This licence, which was obtained in March<br />

2000, increases the earnings potential of TeleTrade as it<br />

enables the <strong>com</strong>pany to offer customers extended services<br />

within areas such as the pledging of shares. The pledging<br />

of shares and thereby the interest rate spread between<br />

deposits and lending is a considerable source of in<strong>com</strong>e<br />

in the sector.<br />

number of shares number of number of shares proportion %<br />

per shareholder owners [thousands]<br />

1–1 000 5,456 1,889,327 7.1<br />

1,001–2,000 613 1,060,769 4.0<br />

2,001–10,000 499 2,356,720 8.9<br />

10,001–50,000 164 3,039,565 11.5<br />

50,001–100,000 17 1,267,354 4.8<br />

100,001– 28 16,850,887 63.7<br />

Total 6,777 26,464,622 100<br />

Share distribution in terms of shareholding size and number of shareholders.<br />

ownership structure1 TeleTrade has 6,777 shareholders. The principal shareholder<br />

is IDG International Data Group AB with 20.9<br />

per cent of the capital and votes. TeleTrade’s major shareholders<br />

as of 17 March 2000 according to information<br />

from VPC and including changes known to the Board are<br />

as follows:


shareholder<br />

proportion of capital<br />

1<br />

number of shares and votes, %<br />

IDG International Data Group AB 5,525,660 20.88<br />

Visionalis AB 2,686,944 10.15<br />

Cognition AB 2,188,800 8.27<br />

Maxus AB [Magnus Wahlbäck] 929,971 3.51<br />

Anders Hilmersson med bolag 804,822 3.04<br />

T-Bolaget AB 700,011 2.65<br />

Aragon Fondkommission AB 510,000 1.93<br />

Aragon Fonder 341,500 1.29<br />

Johnsson & Borsell 300,000 1.13<br />

Handelsbanken Kapitalförvaltning 267,040 1.01<br />

Other 12,209,874 46.14<br />

Total 26,464,622 100<br />

1 according to information from vpc as of 17 march 2000 and information known to the <strong>com</strong>pany thereafter.<br />

incentive scheme<br />

Before the new TeleTrade Group was<br />

formed on 31 December 1998, various<br />

option schemes existed within the then<br />

VCW and TeleTrade <strong>com</strong>panies. TO2,<br />

TO3, and TO4 were transferred to the new<br />

group. When exercised, these option series<br />

entail a total dilution of 4,250,835 shares<br />

with the total number of shares rising to<br />

30,715,457.<br />

The extraordinary general meeting held on<br />

13 March 2000 decided in favour of offering<br />

subordinated loans <strong>com</strong>prising<br />

1,500,000 separable options for subscription<br />

by Group employees under market<br />

conditions. By the end of March 2000, the<br />

subscription offer had been sent to all fulltime<br />

employees.<br />

The options have a subscription price of<br />

sek 44 and are valid until 31 December<br />

2002. Exercising in full would entail a<br />

dilution of approximately 5 per cent of<br />

the number of shares after full dilution.<br />

45<br />

number of number of exercise<br />

programme options shares price sek<br />

TO2 115,000 1,415,650 4.06<br />

TO3 213,500 2,628,185 4.47<br />

TO4 1<br />

150,000 207,000 3.64<br />

TO5 2<br />

1,500,000 1,500,000 44.00<br />

Total 1,978,500 5,750,835 –<br />

1 not vpc registered 2 vpc registered intended<br />

dividend policy<br />

TeleTrade has not yet shown a profit and,<br />

therefore, no dividends have been paid out<br />

to the Company’s shareholders. As Tele-<br />

Trade is currently undergoing a phase of<br />

expansion and investment, any funds available<br />

for dividends remain within the<br />

Company for use in reinvestment activities<br />

deemed advantageous to the Company.<br />

Against the background of the extensive<br />

expansion that the Board anticipates for<br />

TeleTrade, a continued restrictive dividend<br />

policy is deemed advisable and appropriate<br />

for the <strong>com</strong>ing years.<br />

shareholder agreements<br />

There are no shareholder agreements<br />

between the Company’s major shareholders.


Board of directors


engt marnfeldt<br />

Born 1943. Board member.<br />

Head Publisher and President of<br />

IDG International Data Group AB.<br />

Board member since 1999.<br />

Member of the boards of Projector AB,<br />

Comboloan AB, TeleTrade Solutions AB and<br />

NetAnalys Dubbelslash AB.<br />

Personal shareholding: 15,000 shares.<br />

anders hilmersson<br />

Born 1951. Board member.<br />

President of Scriptum Information AB.<br />

Board member since 1997.<br />

Member of the boards of TeleTrade Solutions<br />

AB and VCW Internet Services AB.<br />

Private shareholding and via <strong>com</strong>pany:<br />

804,822 shares. Options with subscription<br />

rights to 420,510 new shares.<br />

joakim engvall<br />

Born 1960. Board Member.<br />

President of Höghuset 239 AB.<br />

Board member since 1999.<br />

Member of the boards of<br />

Sagmeister Ensgaard & Partners AB,<br />

Niosvedet AB and TeleTrade Solutions AB.<br />

No shareholding in TeleTrade.<br />

magnus wahlbäck<br />

Born 1943. Chairman of the Board.<br />

Founder and President of Maxus Capital AB.<br />

Board member and Chairman of the Board<br />

since 1998. Chairman of the boards of Ticket<br />

Travel Group AB [publ], 21st Century Cybertravel<br />

Ltd., Internet 5 AB [publ], AtHome i<br />

Sverige AB, Kronan Cykel Svenska AB and<br />

TeleTrade Solutions AB. Board member and<br />

Chairman of the Board of Styrelsekollegiet.<br />

Member of the boards of Frontec AB and<br />

Stockholms Affärsresebyrå AB. Personal<br />

shareholding via <strong>com</strong>pany: 929,971 shares.<br />

klas danielsson<br />

Born 1963. Board member and President of<br />

TeleTrade Financial Services AB [publ] and<br />

TeleTrade Solutions AB.<br />

Board member since 1998. Member of the<br />

boards of TeleTrade Solutions AB, VCW Internet<br />

Services AB, NetAnalys Dubbelslash AB<br />

and JP Försäkring AB [which is in the process<br />

of changing its name to TeleTrade<br />

e-Insurance AB]. Personal shareholding:<br />

176,388 shares. Options with subscription<br />

rights to 2,018,040 new shares.<br />

jan edholm<br />

Born 1964. Board member.<br />

President of Autoo AB.<br />

Board member since 1998.<br />

Member of the board of<br />

TeleTrade Solutions AB.<br />

Personal shareholding: Options with<br />

subscription rights to 26,281 new shares.<br />

47<br />

olle isberg<br />

Born 1961. Board member.<br />

President of Visionalis AB and<br />

H&B Advisors AB.<br />

Board member since 1999.<br />

Member of the boards of Capona AB,<br />

Telelogic AB, Epani AB,<br />

Netch Technologies AB, Teligent AB<br />

and TeleTrade Solutions AB.<br />

No shareholding in TeleTrade.<br />

petter wingstrand<br />

Born 1965. Board member.<br />

Vice President of T-Bolaget AB.<br />

Board member since 1998.<br />

Member of the boards of J. Lindeberg AB,<br />

Epani Systems AB, Millenium Media Group<br />

AB, Autoguide Europe AB, E! Entertainment<br />

AB, Television Scandinavia AB and TeleTrade<br />

Solutions AB. Shareholding in TeleTrade via<br />

<strong>com</strong>pany: 700,011 shares.<br />

board of directors


management<br />

and auditors<br />

anders karlsson<br />

Born 1970. President of VCW Internet Services<br />

AB. Employed since 1997.<br />

Background: Marketing Manager,<br />

Kontotjänst i Göteborg AB. Marketing<br />

Assistant and Project Manager, IHM Business<br />

School AB. Personal shareholding: 40,000<br />

shares. Options with subscription rights to<br />

157,691 new shares.<br />

juan segura<br />

Born 1973. Head of ITand Systems<br />

Development. Employed since 1998.<br />

Background: Consultant, Yask Systemutveckling<br />

AB. Personal shareholding:<br />

Options with subscription rights to<br />

183,973 new shares.<br />

klas danielsson<br />

Born 1963. President of TeleTrade Financial<br />

Services AB [publ] and TeleTrade Solutions<br />

AB. Founder of TeleTrade Solutions AB.<br />

Employed since 1997.<br />

Background: Market Maker and Chief Dealer,<br />

SBC Warburg Stockholm.<br />

Personal shareholding: 176,388 shares.<br />

Options with subscription rights to<br />

2,018,040 new shares.<br />

jessica gertun<br />

Born 1974. Head of Customer Relations.<br />

Employed since 1997.<br />

Personal shareholding: 4,000 shares.<br />

Options with subscription rights to 26,282<br />

new shares.<br />

anders råge<br />

Born 1957. CFO and Compliance Officer.<br />

Employed since 1999. Background: Money<br />

market dealer, Aragon Fondkommission AB;<br />

President of Aragon Holding AB; CFO, Aragon<br />

Fondkommission AB. Personal shareholding:<br />

10,800 shares. Options with subscription<br />

rights to 78,846 new shares.<br />

48<br />

eva feigin<br />

Born 1962. Head of Administration.<br />

Employed since 1998.<br />

Background: Controller, Borgkronan AB.<br />

Personal shareholding via <strong>com</strong>pany: 12,000<br />

shares. Options with subscription rights to<br />

52,564 new shares.


johan zethraeus<br />

Born 1963. Head of Internet, TeleTrade<br />

e-Insurance. Founder of JP Försäkring AB,<br />

which is in the process of changing its name<br />

to TeleTrade e-Insurance AB.<br />

Employed since 1995.<br />

Background: Marketing Manager for Trygg<br />

Hansa’s Financial Insurance business area.<br />

Personal shareholding: Minority owner,<br />

6.66 per cent of TeleTrade e-Insurance.<br />

thomas irstam<br />

Born 1962. President of TeleTrade<br />

e-Insurance. Founder of JP Försäkring AB,<br />

which is in the process of changing its name<br />

to TeleTrade e-Insurance AB. Employed since<br />

1995. Background: Head of Transport Insurance,<br />

Trygg Hansa. New Operations Manager,<br />

Hansa Industrial Insurance.<br />

Personal shareholding: Minority owner, 6.66<br />

per cent shareholding in TeleTrade<br />

e-Insurance.<br />

torbjörn östman<br />

Born 1964. Chief Dealer, TeleTrade<br />

Solutions AB. Employed since 1997.<br />

Background: Chief Dealer, Pulpex OM.<br />

Personal shareholding: Options with<br />

subscription rights to 341,664 new shares.<br />

thomas gyllenmo<br />

Born 1962. Vice Presidentof TeleTrade<br />

e-Insurance. Founder of JP Försäkring AB,<br />

which is in the process of changing its name<br />

to TeleTrade e-Insurance AB. Employed since<br />

1995. Background: Different positions within<br />

Trygg Hansa, including District Manager,<br />

Controller, Underwriter and project manager<br />

for special projects, member of Group Management.<br />

Personal shareholding: Minority<br />

owner, 6.66 per cent shareholding in Tele-<br />

Trade e-Insurance.<br />

auditors<br />

eva wadman<br />

Born 1954. Authorised public accountant<br />

from KPMG Bohlins AB. Auditor for TeleTrade<br />

since 1999.<br />

Björn Stenson of Lindebergs Grant Thornton<br />

AB is the auditor for TeleTrade Solutions AB<br />

as appointed by the Financial Supervisory<br />

Authority.<br />

49<br />

mats sjölin<br />

Born 1964. Acting Vice President of TeleTrade<br />

Solutions AB. Employed since 1997.<br />

Background: Institutional broker, James<br />

Capel; Market Maker, Options, Aragon Fondkommission<br />

AB; Options broker, OM.<br />

Personal shareholding: 79,300 shares.<br />

Options with subscription rights to 711,703<br />

new shares.<br />

Shareholdings are per 17 March 2000, including<br />

changes which have <strong>com</strong>e to the attention<br />

of the Board after this date, including<br />

shareholdings via family and <strong>com</strong>panies.


tax issues<br />

The following is a short description of the primary taxation<br />

consequences for natural and legal persons domiciled<br />

in Sweden and that are applicable to TeleTrade<br />

shareholders. The description does not cover cases where<br />

the securities <strong>com</strong>prise current assets in business activities<br />

or are held by a partnership. The information is based on<br />

legislation current when this prospectus was made public.<br />

taxation on sales of shares<br />

natural persons<br />

Private individuals and estates of deceased persons that<br />

sell their TeleTrade shares are liable for tax on the entire<br />

capital gain under the in<strong>com</strong>e tax schedule capital.<br />

Capital gains tax is 30 per cent. Capital gains and capital<br />

losses can be calculated using either the average or standardised<br />

method. If the average method is applied, capital<br />

gain and loss is calculated as the difference between<br />

the selling price, after allowances for sales costs, and the<br />

fiscal acquisition value. The acquisition value of a share is<br />

the average acquisition value for all shares of the same<br />

type and class based on the actual acquisition costs with<br />

consideration for any changes in the holding. If the standardised<br />

method is applied, the acquisition value is set at<br />

20 per cent of the selling price after allowances for sales<br />

costs.<br />

If the sale of TeleTrade shares results in a capital loss, the<br />

entire loss can be considered for tax purposes. Capital<br />

losses are fully deductible from capital gains received<br />

from other listed shares or similar securities during the<br />

same year. Up to 70 per cent of surplus capital losses are<br />

deductible during the same year. A deficit attributable to<br />

in<strong>com</strong>e from capital reduces tax on in<strong>com</strong>e from<br />

employment and business activities, as well as property<br />

tax. A tax reduction equal to 30 per cent of the deficit up<br />

to sek 100,000 and 21 per cent for the remaining deficit<br />

is allowed. Deficits can not be carried forward to future<br />

fiscal years.<br />

legal persons<br />

Companies and other legal persons, with the exception<br />

of the estates of deceased persons, are taxed on the entire<br />

capital gain. Deductions for capital losses are allowed.<br />

For calculation of the acquisition value, see the above<br />

under Natural Persons. Tax is charged under the in<strong>com</strong>e<br />

tax schedule business activities and the tax rate is 28 per<br />

cent. Capital losses from the sale of shares held in capital<br />

investments may be deducted from the capital gains from<br />

shares and other securities during the same or a later year.<br />

Special tax regulations apply to investment <strong>com</strong>panies,<br />

securities funds, and partnerships.<br />

51<br />

dividends and taxation<br />

In general, share dividends are liable for taxation.<br />

For natural persons and the estates of deceased persons,<br />

dividends are taxed under the in<strong>com</strong>e tax schedule capital.<br />

The tax rate is 30 per cent. For legal persons, with the<br />

exception of the estates of deceased persons, dividends are<br />

taxed under the in<strong>com</strong>e tax schedule business activities.<br />

The tax rate is 28 per cent. For limited <strong>com</strong>panies and cooperatives,<br />

with the exception of investment <strong>com</strong>panies,<br />

dividends on business dependent holdings are tax-free.<br />

coupon tax<br />

Foreign shareholders who receive dividends from Sweden<br />

are normally liable to pay coupon tax. The tax rate is 30<br />

per cent, but can generally be reduced through regulations<br />

in applicable agreements concerning the avoidance<br />

of double taxation.<br />

In Sweden, the VPC is responsible for the collection of<br />

coupon tax. If the shares are held by a nominee shareholder,<br />

the nominee is responsible for the tax deduction.<br />

wealth tax<br />

TeleTrade shares are not subject to wealth tax as they are<br />

listed on the OM Stockholm Exchange’s O-list.<br />

capital and transfer tax<br />

For capital and transfer tax, TeleTrade shares are entered<br />

at 30 per cent of the listed value.<br />

tax issues for<br />

shareholders


articles of<br />

association<br />

Articles of association for TeleTrade<br />

Financial Services AB [publ], 556249-1687<br />

business name<br />

The <strong>com</strong>pany’s business name is TeleTrade Financial<br />

Services AB [publ].<br />

registered office<br />

The <strong>com</strong>pany’s registered office is in Stockholm.<br />

operations<br />

The object of the <strong>com</strong>pany’s operations is to carry out<br />

securities activities, provide financial information via the<br />

Internet, and run other related operations either directly<br />

or via wholly- or partly-owned subsidiaries.<br />

share capital<br />

The share capital may not be less than sek 11,900,000 or<br />

more than sek 47,600,000. Shares are issued in a Class A<br />

and a Class B. Each A share represents ten voting rights<br />

and each B share represents one voting right.<br />

A shares may be issued to a <strong>com</strong>bined total of 320,000<br />

shares and B shares to a <strong>com</strong>bined total of 47,280,000<br />

shares. Holders of A shares own the right to have such<br />

shares converted into B shares upon written application.<br />

the share<br />

One share is sek 1.<br />

preferential rights<br />

If the <strong>com</strong>pany decides to carry out a new cash share issue<br />

52<br />

of Class A and Class B shares, owners of Class A and<br />

Class B shares shall have preferential rights to subscribe to<br />

new shares of the same type in relation to the number of<br />

shares owned prior to the issue [primary preferential<br />

right]. Shares not subscribed to through primary preferential<br />

rights shall be offered to all shareholders for subscription<br />

[subsidiary preferential right]. If the shares thus<br />

offered do not cover subscriptions with subsidiary rights,<br />

the shares will be distributed between the subscribers in<br />

relation to the number of shares held prior to the issue,<br />

and any surplus shares that can not be distributed in this<br />

manner shall be distributed through a ballot. The statements<br />

above shall not restrict the possibility to decide on<br />

new cash share issues with a deviation from shareholders’<br />

preferential rights. When increasing share capital through<br />

a bonus issue, new shares of each type shall be issued in<br />

relation to the number of shares of the same type already<br />

in existence. And on the occasion, old shares of a particular<br />

type shall provide the right to subscribe to new shares<br />

of the same type. The statements above shall not restrict<br />

the possibility, after the necessary changes to the Articles<br />

of Association, to issue shares of a new type via bonus<br />

issues.<br />

record day provision<br />

A shareholder who on the appointed record day is recorded<br />

in the share register or on the shareholders’ list in<br />

accordance with chapter 3, paragraph 12 of the Swedish<br />

Companies’ Act [1975:1385] shall be considered qualified<br />

to receive dividends and, on the occasion of bonus issues,<br />

new shares due to the said shareholder, as well as to exercise<br />

the shareholders’ preferential right to partake in new<br />

issues.<br />

the board of directors<br />

The Board shall be <strong>com</strong>prised of at least three but no more<br />

than ten board members. Board members shall be elected<br />

annually at the annual general meeting for a period extending<br />

to the end of the next annual general meeting.


556249-1687<br />

corporate identity<br />

numbder<br />

the auditors<br />

An auditor, with or without a deputy auditor, shall be appointed at the annual general<br />

meeting.<br />

invitations and notifications<br />

Invitations to the annual general meeting shall be published in the Swedish Official<br />

Gazette [Post- och Inrikestidningar] and one nation-wide newspaper, as well as on the<br />

<strong>com</strong>pany’s home page on the Internet. In order to participate in negotiations during the<br />

annual general meeting, a shareholder must be included in the extract from the share<br />

register showing the shareholder structure ten days prior to the meeting, and notify the<br />

<strong>com</strong>pany of their interest by 16.00 p.m. on the date specified in the invitation to the<br />

meeting. This day may not be a Sunday, any other public holiday, a Saturday, Midsummer<br />

Eve, Christmas Eve or New Year’s Eve, and may not be more than five business<br />

days before the meeting. Shareholders shall also notify the number of ac<strong>com</strong>panying<br />

persons the shareholder intends to bring to the annual general meeting, as described in<br />

the previous paragraph.<br />

the annual general meeting<br />

The annual general meeting shall be held in Stockholm or Gothenburg. The annual general<br />

meeting shall be held annually within six months of the close of the financial year.<br />

The following items shall be included in the annual general meeting agenda.<br />

1. Election of the chairman of the annual general meeting.<br />

2. Establishment and approval of the voting list.<br />

3. Election of a person to take the minutes and two persons to verify the minutes.<br />

4. Establishment of the qualified convening of the meeting.<br />

5. Approval of the agenda.<br />

6. Presentation of the annual report, auditors’ report and, when applicable,<br />

the consolidated accounts and group auditors’ report.<br />

7. Decisions;<br />

a] to adopt the in<strong>com</strong>e statement and balance sheet and, when applicable,<br />

the consolidated in<strong>com</strong>e statement and consolidated balance sheet.<br />

b] to discharge the board and CEO from liability.<br />

c] to determine allocations of the <strong>com</strong>pany’s profit or loss in accordance with<br />

the adopted balance sheet.<br />

8. Determination of the number of board members and deputy board members.<br />

9. Determination of the number of auditors and deputy auditors.<br />

10. Establishment of remuneration for the board and auditors.<br />

11. Election of board members, deputy board members, auditors and deputy auditors.<br />

12. Other items to be covered by the meeting in accordance with the<br />

Swedish Companies’ Act.<br />

At the annual general meeting, each individual with voting rights may vote with the number<br />

of shares held and represented by that individual without limit on the number of votes.<br />

the chairman<br />

The chairman of the board or, in his/her absence, the individual appointed by the board,<br />

shall open the meeting and chair negotiations until the chairman has been elected.<br />

the financial year<br />

The financial year is the same as the calendar year.<br />

Adopted at the annual general meeting held on 28 April 1999.<br />

53


administration<br />

report 1999<br />

The Board of Directors and President of<br />

TeleTrade Financial Services AB [publ]<br />

hereby present the annual accounts for<br />

1999 for the Parent Company and the Group.<br />

group<br />

The TeleTrade Group was formed on 31 December 1998,<br />

and 1999 was thus the Group’s first year of operations.<br />

TeleTrade Financial Services AB has the following wholly-owned<br />

subsidiaries: TeleTrade Solutions AB, VCW<br />

Internet Services AB, TeleTrade eXtrade AB<br />

[currently changing its name to TeleTrade Technology<br />

AB], TeleTrade & Associates AB and TeleTrade Solutions<br />

A/S. The <strong>com</strong>pany has a 49 per cent shareholding in the<br />

associated <strong>com</strong>pany NetAnalys Dubbelslash AB with the<br />

possibility to acquire a further 1 per cent via an option<br />

agreement.<br />

On 18 February 2000, the <strong>com</strong>pany entered an agreement<br />

with JP Bank AB [publ] concerning the non-cash<br />

acquisition of JP Bank AB’s shareholding in JP<br />

Försäkring AB. In accordance with this agreement,<br />

JP Bank AB will sell its 80 per cent holding in JP<br />

Försäkring AB for a purchase sum of 653,000 newly<br />

issued shares in TeleTrade Financial Services AB.<br />

The non-cash issue, and thereby the acquisition,<br />

was approved by the extraordinary general meeting held<br />

on 13 March 1999. JP Bank AB then subscribed to the<br />

653,000 shares. At the same time, an agreement concerning<br />

the acquisition of the remaining shareholding in JP<br />

Försäkring AB was signed with the management of JP<br />

Försäkring AB. JP Försäkring AB is an insurance brokerage<br />

operating within non-life and life insurance for<br />

54<br />

private individuals. The <strong>com</strong>pany has approximately<br />

40 employees. Turnover and pre-tax profit for 1999<br />

amounted to sek 22 million and sek 0.7 million respectively.<br />

The TeleTrade Group’s strategy is to supplement<br />

its existing operations within financial services on the<br />

Internet with a Net-based insurance brokerage service.<br />

In <strong>com</strong>bination with the Group’s existing services, the<br />

<strong>com</strong>petitive advantages and synergy potential are judged<br />

to be considerable.<br />

At the beginning of the year, the TeleTrade Financial<br />

Services AB share was traded on Göteborgslistan.<br />

In February, trading was transferred to Aragon Fondkommission<br />

AB on the “Aragon” list. On 16 December,<br />

trading was then transferred to Nya Marknaden in the<br />

OM Stockholm Exchange’s electronic SAX system.<br />

The number of shareholders rose during the year from<br />

approximately 700 to 2,352. A listing on the OM<br />

Stockholm Exchange’s O-list is planned for April 2000.<br />

operations<br />

The object of the <strong>com</strong>pany’s operations is to carry out<br />

securities activities, provide financial information via the<br />

Internet, and run other related operations either directly<br />

or via wholly or partly-owned subsidiaries.<br />

operational development<br />

and significant events<br />

parent <strong>com</strong>pany and group<br />

For the parent <strong>com</strong>pany and group, 1999 was characterised<br />

by intensive efforts to secure and strengthen the<br />

level of confidence in the business among the stock<br />

market and shareholders, the capital market, authorities,<br />

business partners and stock exchanges. These efforts have<br />

proven successful. A number of new share issues were<br />

carried out during the year, good relations were estab-


lished with authorities and business partners, and the share price showed<br />

very a very favourable trend.<br />

In March 1999, IDG, International Data Group AB became the new principal<br />

shareholder via a directed new share issue. IDG is the world’s largest IT<br />

media group, based in Boston, USA. In Sweden, IDG publishes a large<br />

number of IT and <strong>com</strong>puter magazines. IDG USA, via operations in IDG<br />

Ventures, has acted successfully as a venture capital <strong>com</strong>pany investing in<br />

Internet-related <strong>com</strong>panies in the American market. At year-end, IDG<br />

owned approximately 23 per cent of the capital and votes in the parent <strong>com</strong>pany.<br />

After the directed new share issue carried out in January 2000, IDG’s<br />

holding now amounts to approximately 21 per cent of the capital and votes.<br />

In January 2000, a new share issue totalling 2 million shares was directed at a<br />

limited number of funds and asset managers. The issue price was sek 23.5.<br />

The issue brought in sek 47 million before issue expenses.<br />

the internet broker teletrade solutions, <strong>ww</strong>w.teletrade.se<br />

For the Internet broker TeleTrade Solutions, 1999 was characterised by very<br />

strong expansion and huge success. The number of customers has increased<br />

strongly. The number of securities accounts opened during the year has<br />

increased by 414 per cent from 3,500 to 18,000, and the number of active<br />

accounts by 700 per cent from 1,000 to 8,000. In May, TeleTrade Solutions<br />

was named Sweden’s best Internet broker web site by the magazine Internetworld.<br />

In September, following the largest and most <strong>com</strong>prehensive test<br />

undertaken in Sweden to date, TeleTrade Solutions was proclaimed the best<br />

Net broker in Sweden by the magazines Privata Affärer and Internetworld.<br />

The jury motivated their decision by saying, among other things, that “Tele-<br />

Trade is currently the most advanced <strong>com</strong>prehensive service offered by any<br />

Internet broker”.<br />

The extremely active stock market climate, <strong>com</strong>bined with increased marketing<br />

efforts and the awards and distinctions earned, resulted in strong growth<br />

for TeleTrade Solutions during the autumn. There was a strong rise in the<br />

number of customers and transactions, as well as in market share and in<strong>com</strong>e.<br />

This strong growth put great pressure on the systems and the organisation.<br />

Starting late summer, work started to expand TeleTrade Solution’s systems.<br />

This work is still in progress.<br />

55


TeleTrade Solution’s market share of the total transactions<br />

on the Stockholm Stock Exchange increased from<br />

0.33 per cent in January 1999 to 1.78 per cent in December<br />

1999. Among Internet brokers, TeleTrade had the<br />

largest share of option trading. In December 1999, Tele-<br />

Trade had 13.09 per cent of OMX option trading [2nd<br />

overall largest player] and 1.48 per cent of share option<br />

trading. At the end of March 1999, the Financial Supervisory<br />

Authority provided notification that it had closed<br />

an investigation without taking any action. The investigation<br />

concerned a mistake made by the Company in<br />

connection with the management of customers’ assets<br />

and credit issued against pledged securities. The Company<br />

discovered the mistake when <strong>com</strong>piling the annual<br />

accounts for 1998 and immediately reported the matter<br />

to the Financial Supervisory Authority.<br />

the stock exchange information<br />

service <strong>vcw</strong>, <strong>ww</strong>w.<strong>vcw</strong>.se<br />

VCW has experienced very strong growth during 1999.<br />

The number of visitors, page exposures and individual<br />

users has increased significantly. This is the result of the<br />

increase in shares, but also the result of the considerable<br />

expansion of content in VCW services. In<strong>com</strong>e for VCW<br />

has increased 25 per cent to sek 2,359,000 from sek<br />

1,893,000 in 1998.<br />

During the year, VCW’s share discussion service has<br />

gained a great deal of media attention. The discussion<br />

service is by far Sweden’s largest, and the number of daily<br />

contributions has increased explosively from about 1,000<br />

per business day to about 5,000 per business day. VCW<br />

is now one of the absolute largest vertical portals in<br />

Sweden. For those truly interested in shares, VCW’s<br />

discussion service has established itself as an essential<br />

source of information.<br />

56<br />

netanalys and the web publication dagens<br />

finans, <strong>ww</strong>w.netanalys.se<br />

As of 1 November, the parent <strong>com</strong>pany owns 49 per cent<br />

of the shares in NetAnalys Dubbelslash AB and has the<br />

possibility to acquire a further 1 per cent via options.<br />

During the summer, NetAnalys launched the daily web<br />

publication Dagens Finans. Dagens Finans is distributed<br />

via e-mail at 16.00 p.m. on each normal business day and<br />

is therefore received by subscribers a little over an hour<br />

before the stock exchange closes. This enables Dagens<br />

Finans to provide readers with valuable information on<br />

which to act before the stock exchange closes.<br />

Subscription via e-mail is free of charge and the publication<br />

is financed through advertising. A web publication<br />

distributed in PDF-format via e-mail opens many new<br />

doors for interactive advertising. Operations are being<br />

built up. The number of readers has increased considerably<br />

and at the close of the year totalled approximately<br />

10,000.<br />

the duties of the board<br />

The board sees its primary task as the optimal growth of<br />

the value of shareholder assets in TeleTrade shares. This<br />

shall obviously be done parallel to the application of various<br />

laws and regulations that apply to a <strong>com</strong>pany such as<br />

the TeleTrade group.<br />

We can note that the goal for growth in value during<br />

1999 has been reached far beyond our initial expectations.<br />

The actual growth in value reflects the extremely<br />

positive development experienced by the group’s business<br />

operations. In addition to high growth levels, the group’s<br />

services have been much used and appreciated and<br />

gained a great deal of positive media attention.


As of January 1999, new imperative regulations were introduced in the<br />

Swedish Companies’ Act that affect the board’s work method. We assess that<br />

TeleTrade’s board, in all essential matters, has already applied the principles<br />

now introduced. The board has established clear rules of procedure, instructions<br />

for the President, and reporting instructions.<br />

In addition, the board has a clear focus on working with goals, strategies and<br />

the following up of said goals and strategies without relinquishing control of<br />

the <strong>com</strong>pany’s administrative and other routines.<br />

Board work within TeleTrade is particularly active. This high level of activity<br />

reflects both the board members’ deep <strong>com</strong>mitment and the rapid developments<br />

and changes that are taking place both in the market and within Tele-<br />

Trade. During 1999, 27 meetings within the parent <strong>com</strong>pany were recorded<br />

in the minutes. In practice, the board’s work within the parent <strong>com</strong>pany<br />

TeleTrade Financial Services AB and the subsidiary TeleTrade Solutions AB<br />

are primarily performed in symbiosis, as the President and board members<br />

are the same for both <strong>com</strong>panies and relevant issues overlap to a large extent.<br />

The most important issues handled by the board are and have been: [1]<br />

ensuring that the <strong>com</strong>pany follows the very <strong>com</strong>plicated framework of regulations<br />

within which it operates, [2] strategic planning including deciding<br />

which operational and geographical areas the group shall concentrate on, [3]<br />

the <strong>com</strong>position of an IT strategy including the selection of hardware and<br />

software solutions and the dimensioning of these, [4] ensuring that the<br />

group, despite its strong growth, can function well as an organisation and in<br />

its relations with customers, and [5] the financial expansion and structure of<br />

the group shall be balanced against its need for a secure financial base and<br />

the shareholders’ interest in optimising returns on invested capital.<br />

It is our ambition to work on different levels – business-wise, in board<br />

matters, and in decisions that can affect the shares’ technical conditions –<br />

in order to create the greatest possible value for TeleTrade’s now more than<br />

6,500 shareholders. We are convinced that the decisions made during 1999<br />

and the beginning of 2000 have created a good foundation for living up to<br />

this ambition.<br />

turnover and earnings<br />

The group made a loss of sek 18,264,000 in 1999 [sek -3,531,000]. Turnover<br />

for 1999 amounted to sek 24,572,000 [sek 1,004,000].<br />

The group was formed on 31 December 1998, which is why turnover<br />

and earnings for the group and the parent <strong>com</strong>pany are the same for 1998.<br />

The parent <strong>com</strong>pany made a loss of sek 4,669,000 in 1999. The <strong>com</strong>pany<br />

did not report turnover for 1999.<br />

57


liquidity and financing<br />

The group’s liquid assets amounted to sek 25,627,000 at<br />

the close of the year, of which sek 5,629,000 were frozen<br />

assets. Parent <strong>com</strong>pany liquid assets amounted to sek<br />

2,655,000 [sek 1,966,000].<br />

personnel<br />

At year-end, the group had 27 employees.<br />

anticipated future developments<br />

The Group’s business areas showed strong growth in<br />

1999, partly due to market leading, high quality services,<br />

and partly due to market growth and other market factors.<br />

There is large potential for continued growth since a<br />

large number of market indicators since have pointed to,<br />

and indeed still point to, further growth. These include:<br />

High stock exchange turnover.<br />

Increase in number of listed <strong>com</strong>panies.<br />

Increase in international trading.<br />

Expanded electronic equity trading.<br />

Share ownership increasing among private investors.<br />

Increased interest in and awareness of personal<br />

finances.<br />

Online trading in mutual funds now offered<br />

in addition to shares and options.<br />

Greater Internet penetration.<br />

Trading via mobile phones, WAP, handsets, etc.<br />

For 2000, the prospects for continued strong growth are<br />

consequently good. The Group’s services are established<br />

and market-leading in their respective areas. Interest in<br />

private finances is high among the general public and<br />

everyone seems to be taking an interest in the stock<br />

exchange. Use of the Internet continues to grow, especially<br />

with regards to financial services and share trading.<br />

The structural developments are more than ideal for the<br />

Group. Nothing could be better for business than<br />

extended trading hours and the proposal for tax-deferred<br />

transfers of mutual fund savings. The plans announced<br />

by OM Stockholm Exchange in February 2000 to launch<br />

JIWAY, the new electronic European stock exchange, create<br />

very interesting future prospects. TeleTrade Solutions’<br />

systems are already largely adapted for JIWAY system<br />

solutions.<br />

Many predict that the Internet advertising market will<br />

experience strong growth during 2000. This growth,<br />

58<br />

together with a strengthened sales organisation, will lead<br />

to VCW’s advertising in<strong>com</strong>e increasing more than market<br />

growth during 2000.<br />

All of the Group’s customers and users will be offered a<br />

subscription to the Internet newspaper Dagens Finans.<br />

This means that Dagens Finans will have more than<br />

30,000 subscribers during the second half of 2000. This<br />

will provide a large enough readership to enable the sale<br />

of advertisement space in the newspaper to begin.<br />

During the year, a number of different services will be<br />

introduced by both VCW and TeleTrade Solutions.<br />

Before the summer, TeleTrade Solutions will launch a<br />

“mutual fund supermarket” before the summer, which<br />

will enable trading and monthly saving in most of the<br />

funds currently available on the market. Membership of<br />

the stock exchanges in Norway, Denmark and Finland<br />

and the subsequent launch of a pan-Nordic service are<br />

planned to take place before the summer. When the new<br />

global electronic trading site JIWAY is launched in<br />

September 2000, TeleTrade Solutions intends to be<br />

among the first of its members.<br />

As a result of the targeted new share issue carried out in<br />

January 2000, consisting of 2 million shares and bringing<br />

in sek 47 million after issue-related costs, TeleTrade Solutions<br />

submitted an application to the Financial Supervisory<br />

Authority for an extended permit under the Securities<br />

Business Act [SFS 1991:981]. The extended license<br />

will give TeleTrade Solutions the right to manage customers’<br />

funds in securities accounts in their own operations.<br />

This in turn enables TeleTrade Solutions to be a<br />

more <strong>com</strong>petitive market player and to offer customers’<br />

better terms for borrowing using shares as collateral. This<br />

is expected to provide a considerable increase henceforth<br />

in net interest in<strong>com</strong>e/expenses.<br />

The Group’s result is a consequence of strong expansion<br />

and focus on growth. The Group’s continued expansion<br />

is based on significantly increased investments in development<br />

and marketing and on an anticipated high stock<br />

exchange turnover. An expansion into other Nordic markets<br />

is foreseen and a “mutual fund supermarket” will be<br />

launched before the summer.<br />

TeleTrade Solutions strives to grow by at least 50 active<br />

securities accounts per trading day. This represents a<br />

minimum of 20,000 active customers by the end of


December 2000, not taking into consideration geographic expansion in<br />

the Nordic region and other structural developments and expansion possibilities.<br />

TeleTrade Solutions’ goal is to be<strong>com</strong>e the largest independent<br />

Internet broker in the Nordic region. This is to be achieved through<br />

organic growth, acquisitions, mergers or partnerships and by broadening<br />

the range of services to include more financial services.<br />

proposed treatment of unappropriated earnings<br />

group<br />

The Group’s accumulated loss, according to the established consolidated<br />

balance sheet, amounts to sek -26,177,000. No allocations to restricted<br />

reserves are proposed.<br />

parent <strong>com</strong>pany<br />

Standing at the disposal of the Annual Meeting:<br />

Loss brought forward sek -8,056,814.34<br />

Net loss for the year sek -4,668,815.91<br />

sek -12,725,630.25<br />

The Board and President propose that the funds at the disposal of the<br />

Annual General Meeting be appropriated as follows:<br />

Carried forward to next year´s accounts sek -12,725,630.25<br />

With regard to the result for the Group and Parent Company during the<br />

financial year and the financial position of the Group and Parent Company<br />

at year-end, please refer to the in<strong>com</strong>e statements, balance sheets<br />

and notes that follow.<br />

59


financial statements<br />

Consolidated in<strong>com</strong>e statement<br />

and balance sheet<br />

consolidated in<strong>com</strong>e statement [sek thousands]<br />

Note 1999 1998<br />

Commission in<strong>com</strong>e 1 22,545 –<br />

Commission expenses 1 -2,538 –<br />

Interest in<strong>com</strong>e 2 4,907 124<br />

Interest expenses 2 -3,596 -83<br />

Net in<strong>com</strong>e from financial transactions 3 -118 -930<br />

Other operating in<strong>com</strong>e 3,372 1,893<br />

Total operating in<strong>com</strong>e 24,572 1,004<br />

General administrative expenses<br />

Depreciation and amortisation of tangible and<br />

4 -33,929 -3,571<br />

intangible fixed assets 5 -2,742 -964<br />

Other operating expenses -6,165 –<br />

Total operating expenses -42,836 -4,535<br />

Net profit/loss for the year -18,264 -3,531<br />

consolidated balance sheet [sek thousands]<br />

Assets Note 1999 1998<br />

Lending to credit institutions 25,627 11,879<br />

Lending to the general public 41,381 7,514<br />

Interest-bearing securities _ 992<br />

Shares and participations _ 197<br />

Participations in associated <strong>com</strong>panies 6 980 _<br />

Intangible assets 7 2,540 3,365<br />

Tangible assets 7 3,408 2,925<br />

Other assets 8 15,262 18,668<br />

Pre-paid expenses and accrued in<strong>com</strong>e 9 1,585 1,065<br />

Total assets 90,783 46,605<br />

liabilities [sek thousands]<br />

Note 1999 1998<br />

Liabilities to credit institutions 41,000 –<br />

Other liabilities 10 25,456 30,329<br />

Accrued expenses and pre-paid in<strong>com</strong>e 11 3,590 1,931<br />

Subordinated liabilities 12 2,095 1,493<br />

Total liabilities 72,141 33,753<br />

Accounts and cash flow analysis for 1997 have not been included since operations during 1997 varied<br />

considerably from those carried out today. The TeleTrade group was formed per 31 December 1998.<br />

VCW was the only business that existed in 1997 and it undertook only small operations with a somewhat<br />

different orientation.<br />

60


equity [sek thousands] Note 13<br />

Restricted equity 1999 1998<br />

Share capital 23,812 10,011<br />

Restricted reserves 21,007 10,754<br />

44,819 20,765<br />

Non-restricted equity 1999 1998<br />

Non-restricted reserves -7,913 -4,382<br />

Net profit/loss for the year -18,264 -3,531<br />

-26,177 -7,913<br />

Total equity 18,642 12,852<br />

Total liabilities and equity 90,783 46,605<br />

Pledged assets and contingent liabilities<br />

Funds managed for customers 325,559 37,885<br />

Shares in securities accounts – 197<br />

Frozen funds 5,629 2,100<br />

[of which to the Group’s advantage] 5,629 2,100<br />

consolidated cash flow statement [sek thousands]<br />

Current operations 1999 1998<br />

Payments from customers 25,093 –<br />

Payments to suppliers and employees<br />

Cash flow from current operations<br />

-42,350 –<br />

before paid interest and in<strong>com</strong>e tax -17,257 –<br />

Interest received 4,907 _<br />

Interest paid -3,501 –<br />

Increase in loans to the general public -33,866 –<br />

Increase in liabilities to credit institutions 41,000 –<br />

Increase in subordinated loans 602 –<br />

Cash flow from current operations -8,115 –<br />

Investment activities 1999 1998<br />

Acquisition of shares and other securities 209 –<br />

Acquisition of intangible and tangible fixed assets -2,400 –<br />

Cash flow from investment activities -2,191 –<br />

Financing activities 1999 1998<br />

New share issues 24,054 –<br />

Cash flow from financing activities 24,054 –<br />

Increase in liquid assets 13,748 –<br />

Liquid assets at start of year 11,879 –<br />

Liquid assets at end of year 25,627 –<br />

61


Parent <strong>com</strong>pany balance sheet and<br />

cash flow statement<br />

parent <strong>com</strong>pany in<strong>com</strong>e statement [sek thousands]<br />

Note 1999 1998<br />

Net sales – 1,893<br />

Total operating in<strong>com</strong>e – 1,893<br />

External expenses -2,055 -2,101<br />

Personnel costs 14 -2,521 -2,215<br />

Depreciation – -440<br />

Other operating expenses – –<br />

Operating profit/loss -4,576 -2,863<br />

In<strong>com</strong>e from financial investments:<br />

Interest in<strong>com</strong>e and similar in<strong>com</strong>e items 29 738<br />

Interest expenses and similar expense items -122 -1,550<br />

Net financial in<strong>com</strong>e 15 -93 -812<br />

Net profit/loss for the year -4,669 -3,675<br />

parent <strong>com</strong>pany balance sheet [sek thousands]<br />

Assets<br />

Fixed assets<br />

Financial fixed assets<br />

Note 1999 1998<br />

Participations in Group <strong>com</strong>panies 16 64,884 8,450<br />

Participations in associated <strong>com</strong>panies 6 980 –<br />

65,864 8,450<br />

Current assets<br />

Current receivables<br />

Receivables from Group <strong>com</strong>panies – 1,103<br />

Other receivables – –<br />

Pre-paid expenses and accrued in<strong>com</strong>e 586 –<br />

586 1,103<br />

Short-term investments – 1,189<br />

Cash and bank balances 2,655 1,966<br />

Total assets 69,105 12,708<br />

Equity Note 17 1999 1998<br />

Restricted equity<br />

Share capital 23,812 10,011<br />

Share premium reserve 20,604 10,351<br />

Statutory reserve 403 403<br />

44,819 20,765<br />

Non-restricted equity<br />

Profit / loss brought forward -8,057 -4,382<br />

Net profit / loss for the year -4,669 -3,675<br />

-12,726 -8,057<br />

Total equity 32,093 12,708<br />

62


Parent <strong>com</strong>pany in<strong>com</strong>e<br />

statement and balance sheet<br />

liabilities [sek thousands]<br />

Long-term liabilities Note 1999 1998<br />

Subordinated loans 12 2,095 –<br />

2,095 –<br />

Current liabilities Note 1999 1998<br />

Accounts payable - trade 230 –<br />

Liabilities to Group <strong>com</strong>panies 18 33,082 –<br />

Other liabilities 731 –<br />

Accrued expenses and pre-paid in<strong>com</strong>e 874 –<br />

34,917 –<br />

Total liabilities 37,012 –<br />

Total liabilities and equity 69,105 12,708<br />

Pledged assets and contingent liabilities<br />

Shares in securities accounts – 197<br />

parent <strong>com</strong>pany cash flow statement [sek thousands]<br />

Current operations 1999 1998<br />

Payments from customers _ 2,390<br />

Payments to suppliers and employees<br />

Cash flow from current operations<br />

-3,076 -5,621<br />

before paid interest and in<strong>com</strong>e tax -3,076 -3,231<br />

Interest received and other financial in<strong>com</strong>e 29 738<br />

Interest paid and other financial expenses -122 -1,550<br />

Cash flow from current operations -3,169 -4,043<br />

Investment activities<br />

Sale of equipment _ 60<br />

Cash flow from investment activities _ 60<br />

Financing activities<br />

Acquisition and sale of securities -980 4,188<br />

Shareholders’ contribution -22,500 _<br />

Sale of investments 1,189 _<br />

External financing 2,095 _<br />

New share issues 24,054 _<br />

Cash flow from financing activities 3,858 4,188<br />

Increase in liquid assets 689 205<br />

Liquid assets at start of year 1,966 1,761<br />

Liquid assets at end of year 2,655 1,966<br />

63


Accounting principles<br />

accounting principles<br />

Form of the annual report<br />

The consolidated in<strong>com</strong>e statement and balance sheet, together with the notes to the<br />

accounts, have been <strong>com</strong>piled in accordance with the Swedish Annual Accounts Act<br />

for Credit Institutions and Securities Companies. The Parent Company in<strong>com</strong>e<br />

statement and balance sheet have been <strong>com</strong>piled in accordance with the new Swedish<br />

Annual Accounts Act. In addition, the Financial Supervisory Authority’s regulations<br />

and general advice together with the Swedish Financial Accounting Standards Council’s<br />

re<strong>com</strong>mendations have been heeded.<br />

Consolidated accounts<br />

The consolidated accounts <strong>com</strong>prise the Parent Company and subsidiaries where more<br />

than 50 per cent of the capital or votes is directly or indirectly owned. The consolidated<br />

accounts have been <strong>com</strong>piled in accordance with the Swedish Financial Accounting<br />

Standards Council's re<strong>com</strong>mendations and acquisition accounting has been applied.<br />

Company acquisitions include the <strong>com</strong>pany’s result as from the time of acquisition.<br />

As of 1999 financial leasing is accounted for in accordance with the Swedish Financial<br />

Accounting Standards Council's re<strong>com</strong>mendation.<br />

Depreciation and amortisation of tangible and intangible fixed assets<br />

The depreciation and amortisation of tangible and intangible fixed assets is based on<br />

the estimated lifetime. Intangible fixed assets [software products set up as assets], like<br />

tangible fixed assets, are amortised according to plan.<br />

Revenue recognition<br />

Business day accounting is applied in respect of <strong>com</strong>mission in<strong>com</strong>e. Other in<strong>com</strong>e is<br />

reported in accordance with the accruals concept.<br />

64


note 1<br />

net <strong>com</strong>missions [sek thousands]<br />

Commission in<strong>com</strong>e 1999 1998<br />

Securities brokerage 22,545 –<br />

Commission expenses<br />

Securities brokerage -2,538 –<br />

Net <strong>com</strong>missions 20,007 –<br />

All in<strong>com</strong>e stems from the Swedish market.<br />

note 2<br />

net interest in<strong>com</strong>e [sek thousands]<br />

Interest in<strong>com</strong>e 1999 1998<br />

Lending to credit institutions 3,170 124<br />

Lending to the general public 1,737 –<br />

4,907 124<br />

Interest expenses<br />

Liabilities to credit institutions -900 -83<br />

Borrowing from the general public -2,481 _<br />

Other -215 _<br />

-3,596 -83<br />

Net interest in<strong>com</strong>e 1,311 41<br />

All in<strong>com</strong>e stems from the Swedish market.<br />

note 3<br />

net in<strong>com</strong>e from financial<br />

transactions [sek thousands]<br />

Realised in<strong>com</strong>e 1999 1998<br />

Shares and participations -296 -816<br />

Other financial instruments -263 –<br />

Unrealised changes in value<br />

Shares and participations 36 -114<br />

Other financial instruments – –<br />

Exchange rate fluctuations 405 –<br />

Total -118 -930<br />

All in<strong>com</strong>e stems from the Swedish market.<br />

65<br />

Notes to the accounts<br />

note 4<br />

general administrative<br />

expenses [sek thousands]<br />

Personnel costs 1999 1998<br />

Salaries and remuneration 7,879 1,719<br />

[of which the president and board] [1,537] [249]<br />

Social security fees 2,562 429<br />

Costs for pension premiums 546 9<br />

[of which the president and board] [163] [7]<br />

Other personnel costs 836 58<br />

11,823 2,215<br />

No profit-based remuneration has been provided.<br />

Other general<br />

administrative expenses 22,106 1,356<br />

Total general<br />

administrative expenses 33,929 3,571<br />

Auditors’ fees that were expensed during the fiscal year 1999<br />

amount to sek 477 thousand of which sek 264 thousand account<br />

for direct auditing expenses.<br />

Average number of employees<br />

during the year 1999 1998<br />

Total 21.0 _<br />

Of which women 7.5 _<br />

Of which men 13.5 _<br />

No severance payment agreements concerning the president or<br />

board members exist within the Group. The mutual period of notice<br />

between the Group and the president is eight [8] months.<br />

note 5<br />

depreciation and amortisation of tangible<br />

and intangible fixed assets [sek thousands]<br />

1999 1998<br />

Costs set up as assets for<br />

the development of software products 1,306 307<br />

Equipment 1,436 657<br />

2,742 964<br />

note 6<br />

participations in associated<br />

<strong>com</strong>panies [sek thousands]<br />

1999 1998<br />

Netanalys Dubbelslash AB<br />

Share 49% 980 –<br />

980 –<br />

Netanalys Dubbelslash AB, 556370-9228, Stockholm, was acquired<br />

in November 1999. The effects on the result and financial position in<br />

the year-end report when the accounts are <strong>com</strong>piled using the equity<br />

method are judged to be of minor importance. Accounting using<br />

theequity method will begin as of the year 2000.


Notes to the accounts, cont.<br />

note 7<br />

fixed assets [sek thousands]<br />

Intangible fixed assets 1999 1998<br />

Accumulated acquisition values<br />

Acquisition value at beginning of year 4,048 1,183<br />

New acquisitions 481 3,486<br />

Sales and scrapping _ -621<br />

4,529 4,048<br />

Accumulated amortisation according to plan<br />

At beginning of year -683 -576<br />

Sales and disposals<br />

Amortisation for the year<br />

_ 200<br />

according to plan -1,306 -307<br />

Planned residual value<br />

-1,989 -683<br />

at the end of the year 2,540 3,365<br />

Tangible fixed assets<br />

Accumulated acquisition values<br />

1999 1998<br />

Acquisition value brought forward 3,468 35<br />

New acquisitions 1,965 3,548<br />

Sales and scrapping -53 -115<br />

5,380 3,468<br />

Accumulated depreciation according to plan<br />

At beginning of year -543 -1<br />

Sales and scrapping<br />

Depreciation for the year<br />

7 115<br />

according to plan -1,436 -657<br />

Residual value at end of<br />

-1,972 -543<br />

year according to plan 3,408 2,925<br />

note 8<br />

other assets [sek thousands]<br />

1999 1998<br />

Funds in course of<br />

settlement – receivable 13,825 17,101<br />

VAT receivable 497 846<br />

Other 940 721<br />

15,262 18,668<br />

note 9<br />

pre-paid expenses and<br />

accrued in<strong>com</strong>e [sek thousands]<br />

1999 1998<br />

Pre-paid expenses 1,534 921<br />

Other accrued in<strong>com</strong>e 51 144<br />

1,585 1,065<br />

66<br />

note 10<br />

other liabilities [sek thousands]<br />

1999 1998<br />

Funds in course of<br />

settlement – payable 16,065 14,027<br />

Borrowing from the general public – 10,588<br />

Preliminary in<strong>com</strong>e tax interest 1,325 –<br />

Employee taxes 547 245<br />

VAT liability 203 –<br />

Other 7,316 5,469<br />

25,456 30,329<br />

note 11<br />

accrued expenses and<br />

pre-paid in<strong>com</strong>e [sek thousands]<br />

1999 1998<br />

Accrued expenses 3,574 –<br />

Pre-paid in<strong>com</strong>e 16 1,931<br />

3,590 1,931<br />

note 12<br />

subordinated loans [sek thousands]<br />

nom<br />

sek due day<br />

inte-<br />

rest 1999 1998<br />

Subordinated loan 1 250 31 Dec 2000 6% 250 250<br />

Subordinated loan 2 273 31 Dec 2000 6% 273 273<br />

Subordinated loan 3 572 31 Dec 2000 6% 572 970<br />

Subordinated loan IDG 1,000 31 Jan 2000 6% 1,000 –<br />

2,095 2,095 1,493<br />

note 13<br />

equity [sek thousands]<br />

share premium statutory<br />

1999<br />

total<br />

capital reserve reserve restr. eq.<br />

Bal. b/f 10,011 10,351 403 20,765<br />

New share issue 13,801 10,253 – 24,054<br />

Bal. c/f 23,812 20,604 403 44,819<br />

result result total<br />

b/f for year unrestr. eq.<br />

Bal. b/f -4,382 -3,675 -8,057<br />

Changed accounting principles – 144 144<br />

Profit/loss from last year -3,531 3,531 –<br />

Profit/loss for the year – -18,264 -18,264<br />

Bal. c/f -7,913 -18,264 -26,177<br />

All 23,811,622 shares are Series B with a nominal value of sek 1.<br />

Issue expenses reducing equity amount to sek 3,603 thousand.


note 14<br />

personnel costs [sek thousands]<br />

Personnel costs 1999 1998<br />

Salaries and remuneration 1,693 1,719<br />

[of which the president and board] [1,094] [249]<br />

Social security fees 560 429<br />

Costs for pension premiums 214 9<br />

[of which the president and board] [111] [7]<br />

Other personnel costs 54 58<br />

2,521 2,215<br />

No profit-based remuneration has been provided.<br />

No severance payment agreements concerning the president or<br />

board members exist. Mutual period of notice for the president is<br />

eight [8] months.<br />

Average number of employees<br />

in the Parent Company during the year 1999 1998<br />

Total 2.5 5.0<br />

Of which women 1.0 1.0<br />

Of which men 1.5 4.0<br />

note 15<br />

net financial in<strong>com</strong>e [sek thousands]<br />

Interest in<strong>com</strong>e and<br />

similar in<strong>com</strong>e items 1999 1998<br />

Interest in<strong>com</strong>e 29 124<br />

Profit from securities sales – 614<br />

29 738<br />

Interest expenses and<br />

similar expense items 1999 1998<br />

Interest expenses -122 -6<br />

Write-down of securities – -111<br />

Loss from sales of securities – -1,433<br />

-122 -1,550<br />

note 16<br />

participations in group<br />

<strong>com</strong>panies [sek thousands]<br />

All Group <strong>com</strong>panies are wholly owned<br />

TeleTrade & Associates AB, 556541-7408, Stockholm<br />

Number of shares Profit/loss Equity 1999 1998<br />

794 498 16 001 32,450 16,450 8,450<br />

TeleTrade Solutions AB, 556541-9057, Stockholm<br />

Number of shares Profit/loss Equity 1999 1998<br />

1 000 000 -12,572 18,435 48,328 –<br />

TeleTrade Solutions A/S, 981 023 358, Oslo<br />

Number of shares Profit/loss Equity 1999 1998<br />

1 000 – 106 106 –<br />

64,884 8,450<br />

67<br />

note 17<br />

equity [sek thousands]<br />

share premium statutory<br />

1999<br />

total<br />

capital reserve reserve restr. eq.<br />

Bal. b/f 10,011 10,351 403 20,765<br />

New share issue 13,801 10,253 – 24,054<br />

Bal. c/f 23 812 20,604 403 44,819<br />

result result total<br />

b/f for year unrestr. eq.<br />

Bal. b/f -4,382 -3,675 -8,057<br />

Result from last year -3,675 3,675 –<br />

Result for the year – -4,669 -4,669<br />

Bal. c/f -8,057 -4,669 -12,726<br />

All 23,811,622 shares are Class B with a nominal value of sek 1.<br />

Issue expenses reducing equity amount to sek 3,603 thousand.<br />

note 18<br />

liabilities to group <strong>com</strong>panies<br />

1999 1998<br />

TeleTrade & Associates AB 31,322 _<br />

TeleTrade Solutions AB 1,760<br />

33,082<br />

_


ecorded and actual values of items<br />

on-balance sheet and off-balance sheet<br />

[sek thousands]<br />

All booked values are in accordance with actual values.<br />

Remaining duration<br />

on 3 mths<br />

requirement - 1 year >5 years total<br />

Lending<br />

- to credit institutions 20,927 600 4,100 25,627<br />

- to the general public 41,381 41,381<br />

Other assets 15,262 15,262<br />

Liabilities to credit institutions 41,000 41,000<br />

Other liabilities 25,456 25,456<br />

The group has no fixed interest assets or liabilities.<br />

Capital cover statement<br />

The group follows legislated capital cover regulations.<br />

The regulations require that at least 8 per cent of riskweighted<br />

investments with consideration for credit risks<br />

shall be covered by capital bases. Investments refer to<br />

both on-balance sheet items and off-balance sheet items.<br />

The capital base is <strong>com</strong>prised of shareholders’ equity.<br />

Below follows an analysis of the capital cover situation.<br />

Capital base<br />

The capital base includes the board’s proposals for<br />

untaxed reserve transfers and the appropriation of profits.<br />

Primary capital 20,117<br />

Supplementary capital –<br />

Total capital base 20,117<br />

68<br />

other additional information [sek thousands]<br />

Capital requirements for credit risks<br />

on-balance off-balance weighting risk-weighted<br />

sheet items sheet items ratio amount<br />

Group<br />

a 2,278 – 0% –<br />

b 53,333 325,559 20% 75,778<br />

c – – – –<br />

d 47,675 – 100% 47,675<br />

123,453<br />

The different groups primarily <strong>com</strong>prise the following:<br />

a Receivables from or guaranteed by governments/central banks<br />

within the OECD or Swedish municipalities.<br />

b Receivables from or guaranteed by municipalities, banks, certain<br />

financial institutes within the OECD, and current receivables from<br />

banks in general.<br />

c Receivables against security in the form of mortgage deeds for<br />

residential property.<br />

d Other receivables/assets.<br />

Capital cover ratio 1999 1998<br />

Total capital base 20,117 12,708<br />

Total weighted risk amount 123,453 30,689<br />

Total capital cover ratio, % 16,30% 41,41%


Stockholm den 27/3 2000<br />

magnus wahlbäck klas danielsson<br />

chairman of the board president<br />

bengt marnfeldt joakim engwall<br />

olle isberg anders hilmersson<br />

jan edholm petter wingstrand<br />

69


audit report<br />

We have audited the annual accounts, the consolidated<br />

accounts, the accounting records and the<br />

administration of the board of directors and the President<br />

of TeleTrade Financial Services AB [publ] for the<br />

year 1999. These accounts and the administration of the<br />

<strong>com</strong>pany are the responsibility of the board of directors<br />

and the President. Our responsibility is to express an<br />

opinion on the annual accounts, the consolidated<br />

accounts and the administration based on our audit.<br />

We conducted our audit in accordance with generally<br />

accepted auditing standards in Sweden. Those standards<br />

require that we plan and perform the audit to obtain reasonable<br />

assurance that the annual accounts and the consolidated<br />

accounts are free of material misstatement. An<br />

audit includes examining, on a test basis, evidence supporting<br />

the amounts and disclosures in the accounts. An<br />

audit also includes assessing the accounting principles<br />

used and their application by the board of directors and<br />

the President, as well as evaluating the overall presentation<br />

of information in the annual accounts and the consolidated<br />

accounts. As a basis for our opinion concerning<br />

discharge from liability, we examined significant decisions,<br />

actions taken and circumstances of the <strong>com</strong>pany in<br />

order to be able to determine the liability, if any, to the<br />

<strong>com</strong>pany of any board member or the President. We also<br />

examined whether any board member or the President<br />

has, in any other way, acted in contravention of the<br />

70<br />

Companies Act, the Annual Accounts Act or the Articles<br />

of Association. We believe that our audit provides a reasonable<br />

basis for our opinion set out below.<br />

The annual accounts and the consolidated accounts have<br />

been prepared in accordance with the Annual Accounts<br />

Act and, where relevant, the Annual Accounts Act for<br />

Credit Institutions and Securities Companies and thereby<br />

give a true and fair view of the <strong>com</strong>pany’s and the<br />

group’s financial position and results of operations in<br />

accordance with generally accepted accounting principles<br />

in Sweden.<br />

We re<strong>com</strong>mend to the general meeting of shareholders<br />

that the in<strong>com</strong>e statements and balance sheets of the parent<br />

<strong>com</strong>pany and the group be adopted, that the loss of<br />

the parent <strong>com</strong>pany be dealt with in accordance with the<br />

proposal in the administration report and that the members<br />

of the board of directors and the President be discharged<br />

from liability for the financial year.<br />

Stockholm, 27 March 2000<br />

KPMG Bohlins AB<br />

Eva Wadman<br />

Authorised public accountant


In our capacity of auditors at TeleTrade Financial Services AB [publ],<br />

we have audited this prospectus. The audit has been performed in accordance<br />

with the re<strong>com</strong>mendations of the Swedish Institute of Authorised Public<br />

Accountants.<br />

The pro-forma accounts included in this prospectus have been <strong>com</strong>piled in<br />

accordance with the conditions stated on page 29. The accounts for 1997 have<br />

not been included in this prospectus. The latter accounts do not provide relevant<br />

information, as the group was formed on 31 December 1998.<br />

The annual reports for the <strong>com</strong>pany’s financial years 1998 and 1999 have been<br />

audited by KPMG Bohlins AB. The information in this prospectus has been<br />

collected from the annual reports and has been correctly reproduced.<br />

Stockholm, 27 March 2000<br />

KPMG Bohlins AB<br />

Eva Wadman<br />

Authorised public accountant<br />

71<br />

auditor´s statement


Addresses<br />

teletrade financial services ab [publ]<br />

p.o. box 14077<br />

gustavslundsvägen 139<br />

s-167 14 bromma, sweden<br />

telephone +46 8 506 330 20<br />

<strong>ww</strong>w.teletrade.org<br />

teletrade solutions ab<br />

p.o. box 14077<br />

gustavslundsvägen 139<br />

s-167 14 bromma, sweden<br />

telephone +46 8 506 330 00<br />

e-mail info@teletrade.se<br />

<strong>ww</strong>w.teletrade.se<br />

<strong>vcw</strong> internet services ab<br />

norra hamngatan 36<br />

s-411 06 göteborg, sweden<br />

telephone +46 31 61 42 50<br />

<strong>ww</strong>w.<strong>vcw</strong>.se<br />

teletrade e-insurance ab<br />

[jp försäkringar ab is currently<br />

changing name to teletrade<br />

e-insurance ab]<br />

p.o. box 3187<br />

kungsgatan 33<br />

s-103 63 stockholm, sweden<br />

telephone +46 8 698 03 40<br />

fax +46 8 24 98 25


00010011100101001001010010010110010010010<br />

1000100011101011101011010111110101010001010<br />

0101010110100010101001010010101001011101010<br />

0TELETRADE·FINANCIAL·SERVICES·AB*199910<br />

010101000010101010000101010111111010100001<br />

01011011101010100010101000111001011101011101<br />

1100101010110010101010110110100100101110101<br />

00010011100101001001010010010110010010010<br />

1000100011101011101011010111110101010001010<br />

0101010110100010101001010010010101110101011<br />

0101010101011011010100101010101000011110101<br />

010101000010101010000101010111111010100001<br />

01011011101010100010101000111001011101011101<br />

1100101010110010101010110110100100101110101<br />

00010011100101001001010010010110010010010<br />

1000100011101011101011010111110101010001010


FORMATION, HANDEL, FÖRSÄKRINGAR, AKTIER<br />

ASDAQ, AMEX, CBOE, WWW.TELETRADE.SE, WW<br />

TOCKHOLMSBÖRSEN, NYA MARKNADEN, AKTIET<br />

GAR, AKTIER, OPTIONER, FONDER, TERMINER<br />

E, WWW.AKTIETIPS.COM, WWW.VCW.SE, WWW.NE<br />

IETORGET, SBI, INFORMATION, HANDEL, FÖRS<br />

ONDER, TERMINER, NYSE, NASDAQ, AMEX, CB<br />

TANALYS.SE, STOCKHOLMSBÖRSEN, NYA MARK<br />

FORMATION, HANDEL, FÖRSÄKRINGAR, AKTIER<br />

ASDAQ, AMEX, CBOE, WWW.TELETRADE.SE, WW<br />

TOCKHOLMSBÖRSEN, NYA MARKNADEN, AKTIET<br />

GAR, AKTIER, OPTIONER, FONDER, TERMINER<br />

E, WWW.AKTIETIPS.COM, WWW.VCW.SE, WWW.NE<br />

FORMATION, HANDEL, FÖRSÄKRINGAR, AKTIER<br />

ASDAQ, AMEX, CBOE, WWW.TELETRADE.SE, WW<br />

TOCKHOLMSBÖRSEN, NYA MARKNADEN, AKTIET<br />

GAR, AKTIER, OPTIONER, FONDER, TERMINER<br />

E, WWW.AKTIETIPS.COM, WWW.VCW.SE, WWW.NE<br />

FORMATION, HANDEL, FÖRSÄKRINGAR, AKTIER<br />

ASDAQ, AMEX, CBOE, WWW.TELETRADE.SE, WW<br />

TOCKHOLMSBÖRSEN, NYA MARKNADEN, AKTIET

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