Press release March 23, 2006
UNOFFICIAL TRANSLATION
This notice to the Annual General Meeting was prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish original and the English translation, the former shall have precedence.
The shareholders of AB Novestra are hereby summoned to the Annual General Meeting to be held on Tuesday April 25, 2006 at 4.00 p.m. (CET) in “Lagrummet” at the law firm Vinge, Smålandsgatan 20, Stockholm, Sweden.
Right to participate in the General Meeting
To be entitled to participate in the business of the Meeting, shareholders
must be recorded in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) on Wednesday April 19, 2006, and
must notify the Company of their intention to attend the Meeting no later than 4.00 p.m. (CET) on Wednesday April 19, 2006.
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 VPC AB. Such registration must be effected on Wednesday April 19, 2006. Shareholders are requested to inform their nominees in good time prior to this date.
Notification to attend the General 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 (info@novestra.com). Shareholders, when notifying attendance, should supply their full name, personal identification or corporate registration number, address, telephone number and shareholdings and, where applicable, provide details of the attendance of any representative(s) and/or assistant(s).
Proxies, etc.
Shareholders who are represented by a proxy must authorize the proxy by issuing a power of attorney. If such authorization is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney and the certificate may not be more than one year old. The original authorization 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.
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. Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2005
8. Decision regarding adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
9. Decision regarding appropriation of the Company?s earnings in accordance with the approved balance sheet and decision on record day for dividends
10. Decision regarding discharge from liability of the members of the Board of Directors and the Managing Director
11. Decision on the number of Directors and deputy Directors
12. Decision on the remuneration that shall be paid to the Board of Directors and the auditor
13. Election of members of the Board of Directors and, deputy board members, if any
14. Proposal to amend the Articles of Association
15. Proposal to approve a bonus plan for the Company’s employees for the financial year 2006
16. Proposal to authorize the Board of Directors to decide on new share issues
17. Conclusion of the Meeting
Appropriation of the Company’s earnings (item 9)
The Board of Directors and the Managing Director propose that the profit of SEK 584 538 199 be allocated so that SEK 74 375 946, corresponding to SEK 2.00 per share, be distributed to the shareholders and the remaining sum of SEK 510 162 253 be transferred to profit carried forward. The Board of Directors proposes Friday April 28, 2006 as record day for the dividend. If the General Meeting resolves in accordance with the proposal, the dividends are estimated to be paid out on Thursday May 4, 2006 by VPC AB (the Swedish Securities Register Centre).
The nomination committee’s proposals (items 11-13)
The 2006 nomination committee, consisting of Roger Buehler (representative for Laxey Partners Ltd), Lars Bader (representative for QVT Financial LP) and Thorpe W. McKenzie (for himself), proposes that:
The Board of Directors shall consist of five Directors without any deputy Directors (item 11).
For those board members who do not draw salary from the Company, a Directors´ remuneration to the sum of SEK 400,000 shall be paid out and be distributed in accordance with the Board’s decision (item 12).
Auditors´ fees as per current account (item 12).
The ordinary members of the Board of Directors Theodor Dalenson, Colin Kingsnorth, Anders Lönnqvist, David E. Marcus and Bertil Villard are re-elected (item 13).
Shareholders representing approximately 44.1 percent of the capital and votes in the Company support the 2006 nomination committee’s proposals.
For information, at the Annual General Meeting in 2003, the Company’s auditor, Stefan Holmström and deputy auditor, Ingrid Hornberg Román, both of KPMG Bohlins AB, were re-elected to serve for the period until the end of the Annual General Meeting in 2007.
Proposal for a resolution to amend the articles of association (item 14)
The Board of Directors proposes, as a consequence of the enactment of the new Swedish Companies Act, that the Articles of Association are principally amended as follows:
The clause concerning the nominal value of the shares will be discarded.
The clause concerning the nominal value of the share is removed.
A clause stating that the number of shares shall be not less than 30 million and not more than 120 million is introduced.
The clause concerning the record day provision is adjusted to the new Swedish Companies Act’s definition of a VPC company.
The clause concerning notice of general meetings is amended so that notices of general meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and in Svenska Dagbladet. The record day for participation in general meetings is changed to the fifth weekday before the meeting.
In addition, the Board of Directors proposes some linguistic and editorial changes of the Articles of Association.
Proposal for a resolution to approve a bonus plan for the Company’s employees for the financial year 2006 (item 15)
The Board of Directors proposes that the Annual General Meeting resolves to approve a bonus plan for the Company’s employees for the financial year 2006 as follows: The Company’s employees (including the working Chairman of the Company) shall as a group be entitled to an annual cash bonus from the Company. The total bonus to the employees shall, as a total cost for the Company, correspond to ten percent of the net return from disposals of the Company’s holdings in unlisted companies, made during the year to which the bonus is attributable. The return from holdings shall be calculated as the amount received at the disposal less the carrying value before the Company began to apply IFRS (plus additional investments, if any). Thus, the bonus is not affected by unrealized changes in value. The distribution of the total bonus among the Company’s employees shall be resolved upon by the Board of Directors (without participation of disqualified Directors, if any). An individual employee shall not be guaranteed a certain minimum share of the total bonus. Furthermore, the bonus to an individual employee shall not exceed an amount corresponding to five times the annual base salary of the employee for the year which such bonus is attributable to. The Bonus includes vacation pay and shall not constitute pensionable income. The Company shall deduct preliminary income tax and social security contributions from the above bonus. Bonus in accordance with the above is for the financial year 2006.
Proposal for a resolution to authorize the Board of Directors to resolve upon new share issues (item 16)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to up until the next Annual General Meeting and on one or several occasions and with or without preferential rights for the shareholders, decide on a share issue of a maximum of 6 000 000 new shares for payment in cash, through contribution in kind or by set-off. The reason for the proposal and the possibility to deviate from shareholders´ preferential rights in the proposal is, among other things, to facilitate for the Company to carry out acquisitions with payment in shares or to otherwise procure the financing of the Company in an active and appropriate manner.
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The annual report, the auditor report and the Board of Director’s statement regarding the proposal for appropriation of the Company’s earnings (item 9) as well as the complete proposals regarding items 15-16 and the new Articles of Association in its proposed wording (item 14), will be available from April 11, 2006 at the Company’s office, Norrlandsgatan 16, 111 43 Stockholm, Sweden, and will be sent to shareholders upon request who supply their postal address.
Stockholm, March 2006
AB Novestra (publ)
The Board of Directors