N.B. This English version is an in-house translation of the Swedish original text.
AB Novestra
The shareholders of AB Novestra (publ), Reg. No. 556539-7709, are hereby summoned to the extraordinary general meeting to be held on Thursday, October 10, 2013 at 3.00 p.m. (CET) at the law firm Vinge, Smålandsgatan 20, Stockholm, Sweden
Right to participate in the meeting
To be entitled to participate in the meeting, shareholders
– must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Friday October 4, 2013, and
– must notify the company of their intention to attend the meeting no later than 4.00 p.m. (CET) on Friday October 4, 2013.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the meeting, request that their shares be temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Friday October 4, 2013. Shareholders are requested to inform their nominees in good time prior to this date.
Notification to attend the meeting
Notification to attend the Meeting can be made in writing to AB Novestra, Norrlandsgatan 16, SE 111 43, Stockholm, Sweden, or by phone +46-8-545 017 50, by fax +46-8-545 017 60 or by e-mail (stamma@novestra.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.
Proxies, etc.
Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to AB Novestra, Norrlandsgatan 16, SE-111 43 Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.novestra.com).
Number of shares and votes
At the date of this notice there are in aggregate 37,187,973 issued shares and votes in the company.
Right to request information
The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Drawing-up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Decision on whether the meeting has been duly convened
7. Proposal to resolve on redemption of shares
(i) Share split
(ii) Bonus issue
(iii) Reduction of the share capital through mandatory redemption of shares
8. Conclusion of the meeting
Proposal to resolve on redemption of shares (item 7)
The Board of Directors proposes that the general meeting resolves on redemption of shares for repayment to the shareholders in accordance with below (the “Redemption Program”). The Redemption Program implies that all outstanding shares shall be split into two shares after which a total of 37,187,973 shares are automatically redeemed for repayment to the shareholders. An information brochure describing the Redemption Program will be available from not later than September 19, 2013, at the company’s website, www.novestra.com, at the company’s office, Norrlandsgatan 16 in Stockholm, Sweden, and will upon request be sent to shareholders who state their postal address.
In light of the above, the Board of Directors proposes that the general meeting passes the following resolutions.
(i) Share split
The Board of Directors proposes that the company’s shares shall be split into two shares, of which one shall be designated redemption share. The Board of Directors is authorised to determine the record date for the share split.
(ii) Bonus issue
The Board of Directors proposes that the share capital shall be increased with SEK 37,187,973 through a bonus issue. The amount with which the share capital shall be increased shall be taken from the non-restricted equity. No new shares shall be issued in connection with the increase in the share capital.
(iii) Reduction of the share capital through mandatory redemption of shares
The Board of Directors proposes a reduction of the share capital with SEK 37,187,973 through mandatory redemption of all 37,187,973 redemption shares, each share with a quota value of SEK 1.00. The redemption consideration amounts to SEK 1.00 per share which corresponds to the shares quota value. The purpose of the reduction of the share capital is repayment to the shareholders. The redemption of redemption shares will occur automatically, shareholders will not need to take any action to get redemption shares redeemed.
Trading in redemption shares on NASDAQ OMX Stockholm is expected to continue from and including October 23, 2013 to and including November 12, 2013, and the record day for redemption of the redemption shares shall be November 15, 2013, whereupon distribution of the redemption proceeds is expected to be executed by Euroclear Sweden AB around November 20, 2013.
Further, it is proposed that the Board of Directors is authorised to adjust the period for trading in the redemption shares as well as the record day for redeeming the redemption shares in the event that the Board of Directors finds it necessary.
The resolution of the general meeting regarding items (i)-(iii) above are conditional upon each other and shall be passed as one resolution. The resolution of the general meeting shall be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
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The Board of Directors’ complete proposals as well as any other additional documents pursuant to the Companies Act (Sw. aktiebolagslagen) regarding item 7, will be available not later than September 19, 2013, at the company’s office, Norrlandsgatan 16, 111 43 Stockholm, Sweden, and will upon request be sent to shareholders who state their postal address. The material will then also be held available on the company’s website (www.novestra.com).
Stockholm, September 2013
AB Novestra (publ)
The Board of Directors
The information in this press release is such that AB Novestra is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act and/or the NASDAQ/OMX Stockholm rules. AB Novestra released the information for publication on September 16, 2013 at 6.30 pm (CET).
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