At yesterday’s Annual General Meeting in AB Novestra, ordinary board members Theodor Dalenson, Colin Kingsnorth, Anders Lönnqvist, and Bertil Villard as well as deputy board member Mats Berglund were re-elected in accordance with the proposal of the nomination committee.
Due to too many other engagements, W. Thorpe McKenzie had declined re-election. In accordance with a proposal of the nomination committee, which was presented at the Annual General Meeting, David E. Marcus was elected as new ordinary board member.
David E. Marcus has considerable international experience as fund manager. He is founder and Managing Partner of investment advisor M2 Capital Management, L.P. Mr Marcus founded and was previously the Managing Partner of Marcstone Capital Management and Portfolio Manager and Senior Vice President at Franklin Mutual Advisers. Mr Marcus holds several board positions, among others he is the Chairman of Modern Holdings, Inc. and Great Universal, Inc. as well as a board member of Modern Times Group MTG AB.
At the constituent board meeting following the Annual General Meeting, Theodor Dalenson was appointed Chairman.
It was resolved that, for those board members who do not draw salary from the company, a Directors’ remuneration to the sum of SEK 400 000 be paid out and distributed in accordance with the Board’s decision. It was resolved that auditors’ remuneration be paid as per current account.
The Annual General Meeting resolved on the proposed dividend to shareholders of SEK 1.00 per share. The record date was determined as April 29, 2005. The dividend is scheduled to be distributed May 4, 2005.
It was resolved to approve the proposed discretionary bonus of SEK 1 500 000 each for the Managing Director, Peter Ekelund, and the Chairman/CEO, Theodor Dalenson, with respect to the financial year 2004.
It was resolved to approve the proposed bonus plan for the Managing Director, Peter Ekelund, and the Chairman/CEO, Theodor Dalenson. The bonus shall, as a total cost for the company, correspond to five percent of the increase of the company’s equity for every financial year. The annual bonus shall, however, not exceed an amount corresponding to five times the annual base salary of the bonus plan participant for the year which such bonus is attributable to. (For a full description of the bonus plan, reference is made to the company’s annual report for the financial year 2004, pages 39-40.)
Moreover, it was resolved to approve the future aim and direction of the company’s business to, until the end of 2007, dispose of a large portion of the company’s holdings in unlisted companies and concurrently therewith distribute the revenues from these disposals to Novestra’s shareholders, and that Novestra’s assets thereafter principally shall consist of only a few consolidated operating companies. It was further resolved that Novestra’s management of its holdings in listed companies as well as future investments in mainly listed companies in the future shall be made indirectly through a new fund with a larger capital base, where Novestra’s participation in the fund shall be made together with other investors in order to facilitate larger investments and thereby increased influence in the companies in which the fund invests in. The aim shall be that Novestra’s investment in the fund shall be wound up within a three-year period and thereafter be distributed to Novestra’s shareholders. Novestra shall not pay management or yield-based fees to the fund. Novestra shall participate in the administration and management of the fund and shall receive compensation adjusted to conditions on the market for such participation and thereby finance Novestra’s administrative and management functions. The other administrative and management organisation of the fund may comprise persons, or companies controlled by persons, employed by or serving on the Board of Directors of Novestra, or persons who are otherwise closely related to Novestra.
It was resolved to approve the reduction of the company’s share premium reserve by
SEK 309 406 543. The purpose for the reduction of the share premium reserve is to transfer this amount to non-restricted equity.
According to a proposal by the Board, it was also resolved to authorise the Board to, up until the next Annual General Meeting, and on one or several occasions, and ,with or without preferential rights for the shareholders, issue, in total, a maximum of 6 000 000 new shares. The reason for the proposal and the possibility to deviate from shareholders’ preferential rights in the proposal is i.a. to facilitate the company to carry out acquisitions with payment in shares or to procure the financing of the company in an active and appropriate manner. The previous authorisation to issue 6 000 000 new shares, which was decided at last year’s Annual General Meeting, and which has not been utilised, was valid up to this year’s Annual General Meeting and has consequently lapsed.
For further information please contact Peter Ekelund, Managing Director, AB Novestra, phone No. +46 8 545 017 50.
About AB Novestra
Novestra is an independent investment company with a portfolio of small cap private as well as public companies. Novestra focuses on investing in companies with substantial growth or value potential.
Novestra’s portfolio of companies consists of i.a. Active Biotech AB (publ), Bytek Systems AB, Explorica, Inc., inWarehouse AB (publ), Millicom Cellular International S.A., MyPublisher, Inc., Netsurvey AB, Pergo AB (publ), Qbranch AB, Strax Holdings, Inc. and Wilh. Sonesson AB (publ) as well as Speedera Networks, Inc. through the co-investment vehicle Continuum Group Ltd. The Novestra shares are listed on the O List of the Stockholm Stock Exchange. For further information regarding AB Novestra, reference is made to www.novestra.com .