In accordance with the listing agreement with Stockholmsbörsen AB (the Stockholm Stock Exchange), AB Novestra (publ) hereby also announces, by issuing a press release, the content of the notice concerning Novestra’s Annual General Meeting on April 23, 2003.
Attachment: Notice of Novestra’s Annual General Meeting. AB NOVESTRA
For further information, please contact Ms Cecilia Janson, Investor Relations Manager, Phone No. +46 8 545 017 50.
About AB Novestra
Novestra is an independent venture capital investment company with focus on investments in growth companies. Novestra’s portfolio of companies includes Explorica, Inc., MyPublisher, Inc., Netsurvey AB, Qbranch AB and Strax Holdings, Inc, .as well as the co-investment vehicle Continuum Group Ltd. Novestra’s shares are listed on the O-List of Stockholmsbörsen.
For information regarding AB Novestra, please see www.novestra.com
UNOFFICIAL TRANSLATION – This summons to the Annual General Meeting was prepared in Swedish and translated into English. In the event of any discrepancies between the Swedish and the translation, the former shall have precedence.
ANNUAL GENERAL MEETING OF AB NOVESTRA (publ)
Shareholders of AB Novestra (publ) are hereby summoned to the Annual General Meeting to be held on Wednesday April 23, 2003 at 4:00 p.m. in “Lagrummet” at Advokatfirman Vinge KB, Smålandsgatan 20, Stockholm, Sweden.
Participation
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 Friday April 11, 2003, and must notify the Company of their intention to attend the Meeting no later than 4:00 p.m. on Thursday April 17, 2003.
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 Friday April 11, 2003. Shareholders are requested to inform their nominees in good time prior to this date.
Notification to attend the Annual General Meeting
Notification to attend the Meeting can be made in writing to AB Novestra, Norrlandsgatan 16, SE-111 43 Sweden, or by calling +46-8-545 017 50, by fax +46-8-545 017 60 or by e-mail info@novestra.com. Participants, when notifying attendance, should supply their full name, personal or corporate identity number, address, telephone number and shareholdings and, where applicable, provide details of the attendance of any representatives or assistants.
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 the certification of registration must be attached. 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, in good time prior to the Meeting.
Proposed Agenda
1. Election of the Chairman of the Meeting
2. Drawing up and approval of the voting list
3. Approval of the agenda and points of order
4. Election of one or two persons to approve the minutes
5. Decision on whether proper notice of the Meeting has been made
6. Presentation of the annual report and the audit report
7. Adoption of the income statement and the balance sheet, as well as of the
consolidated income statement and the consolidated balance sheet
8. Distribution of the Company’s result in accordance with the approved balance sheet
9. Discharge from liability of the members of the Board of Directors and the Managing
Director
10. Decision on the number of directors, deputy directors, auditors and deputy auditors
who shall be elected at the Meeting
11. Decision on the remuneration that shall be paid to the Board of Directors and auditor
12. Election of members of the Board of Directors and auditor
13. Decision to authorize the Board of Directors to decide on a share issue
14. The Swedish Shareholders’ Association have requested that the following proposals be discussed at the Annual General Meeting:
(a) decision by the AGM that the AGM shall appoint a nomination committee
(b) decision by the AGM to commission the Board of Directors to appoint a remuneration committee
(c) decision by the AGM to commission the Board of Directors to appoint an audit committee
15. Conclusion of the Meeting
Distribution of the result (item 8)
The Board of Directors and the Managing Director propose that the accumulated deficit of SEK –242,146,267 be covered by reducing the share premium reserve with the same amount.
Proposals according to items 10, 11 and 12 regarding Board of Directors, auditors and remuneration
Shareholders, who together represent approximately 50% of the votes and share capital in the Company propose re-election of the ordinary members of the Board of Directors Theodor Dalenson, Anders Lönnqvist, W. Thorpe McKenzie, and the new election of Colin Kingsnorth. Furthermore, the re-election of deputy directors Mats Berglund and Magnus Nilsson is proposed. The same shareholders intend to propose new election of an additional member of the Board, whose name will be made public in good time before the Annual General Meeting. Directors’ remuneration to the sum of SEK 250.000 is proposed to be distributed in accordance with Board’s decision. Re-election of auditor Stefan Holmström is proposed. At the previous Annual General Meeting in 2001, Ingrid Hornberg Román was elected deputy auditor. So that both auditors shall have the same term, it is proposed to re-elect Ingrid Hornberg Román for a new term now. Auditors ’fees to be paid upon approval of their invoice.
The proposal of AB Novestra’s Board of Directors on authorization for the Board to decide upon an issue of a maximum of 6,000,000 (six million) shares (item 13)
The Board of Directors for AB Novestra hereby proposes the Annual General Meeting to decide on the authorization of the Board to, up until the next Annual General Meeting at the latest and at one or several occasions and with or without preferential right for the shareholders, decide on a share issue of a maximum of 6,000,000 new shares against payment in cash, in kind, or by offset.
The Swedish Shareholders’ Association’s proposals (matter 14)
In a letter to the Chairman of the Board, the Swedish Shareholders’ Association have conveyed, that, in their capacity as shareholder, they request that the three proposals in item 14 of the proposed agenda be discussed at the Annual General Meeting
The Annual Report, along with the Board of Directors’ complete proposal regarding authorization for the Board to decide on a new share issue will be available from April 7, 2003 at the Company’s office, Norrlandsgatan 16, 111 43 Stockholm, Sweden and also on the Company’s website www.novestra.com, and will be sent to shareholders upon request who supply their postal address.
Stockholm in March 2003
AB Novestra (publ)
The Board of Directors