N.B. The English text is an unofficial translation
The shareholders of AB Novestra are hereby summoned to the Annual General Meeting to be held on Tuesday April 24, 2007 at 4.00 p.m. (CET) in “Chikanen” 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 18, 2007, and
must notify the Company of their intention to attend the Meeting no later than 4.00 p.m. (CET) on Wednesday April 18, 2007.
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 18, 2007. 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 (email@example.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).
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.
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 2006
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
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 as well as auditor
14. Proposal to decide on guidelines for remuneration for the Management
15. Proposal to approve a bonus plan for the Company’s employees for the financial year 2007
16. Proposal to authorize the Board of Directors to decide on new share issues
17. Proposal regarding a redemption procedure comprising share split, reduction of the share capital through redemption of shares, and increase in the share capital through a bonus issue
18. Conclusion of the Meeting
Appropriation of the Company’s earnings (item 9)
The Board of Directors and the Managing Director propose that the loss for the year of -89 045 783, together with the retained earnings, 510 165 254, totaling 421 119 471 be transferred to profit carried forward.
The nomination committee’s proposals (items 11-13)
The 2007 nomination committee, consisting of Roger Buehler (representative for Laxey Partners Ltd) and Lars Bader (representative for QVT Financial LP), 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, of which the members of the Board of Directors are entitled to SEK 100,000 each (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).
• the auditing company KPMG Bohlins AB, with Ingrid Hornberg Román as the auditor in charge, is elected for the period until the end of the Annual General Meeting in 2011 (item 13).
Shareholders representing approximately 37.1 percent of the capital and votes in the Company support the 2007 nomination committee’s proposals.
Proposal to decide on guidelines for remuneration for the Management (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to approve the board of director’s proposal regarding guidelines for remuneration for the Management as set forth below. The proposal substantially complies with earlier applied guidelines for remuneration for the Management of the Company. The Board of Directors as a whole serves as a remuneration committee in relation to matters regarding remuneration and other terms of employment for the Management of the Company.
Novestra shall offer conditions in line with the market which will enable the Company to recruit and retain competent personnel. The remuneration to the Management of the Group shall consist of fixed salary, variable remuneration, pension and other customary benefits. The remuneration is based on the commitment and performance of the individual in relation to individual objectives and joint objectives for the company which have been determined in advance. The individual performance is continuously evaluated.
The fixed salary is in general reviewed on a yearly basis and shall be based on the qualitative performance of the individual. The fixed salary of the Managing Director and the Management shall be in line with the market. The variable remuneration shall be based on the revenue and earnings trends within the responsibility area and within the Group.
The board of directors may, if special circumstances are at hand in a certain case, decide to deviate from the guidelines.
Proposal for a resolution to approve a bonus plan for the Company’s employees for the financial year 2007 (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 2007 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 2007.
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.
Proposal regarding a redemption procedure comprising share split, reduction of the share capital through redemption of shares, and increase in the share capital through a bonus issue (item 17)
The Board of Directors proposes that the Annual General Meeting resolves to initiate a redemption procedure, in which each share will be split up into two shares (so called share split 2:1), and one share will be redeemed for SEK 5, resulting in a an aggregate distribution of not more than SEK 185,939,865 to the shareholders. Moreover, the Board of Directors proposes a bonus issue by transferring SEK 18,593,986.50 from the non-restricted equity to the share capital. Consequently, the Board of Directors proposes that the General Meeting resolves in accordance with the proposal as set forth below.
The Board of Directors proposes that the Company’s shares shall be split (so called share split) into two shares (of the same class of shares), of which one shall be designated redemption share.
Reduction of the share capital through redemption of shares
The Board of Directors proposes a reduction of the share capital with SEK 18,593,986.50 (the reduction amount) through redemption of 37,187,973 shares (after the share split). The shares which shall be redeemed are those shares designated redemption shares after the share split as set forth above. A redemption payment of SEK 5 in cash shall be paid for each share which has been redeemed. Accordingly, the aggregate redemption payment amounts to not more than SEK 185,939,865.
The Board of Directors proposes that the share capital shall be increased with SEK 18,593,986.50 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.
The resolution of the Annual General Meeting regarding matter 17 shall be passed as one resolution. The resolution of the Annual General Meeting shall be valid where supported by shareholders holding not less than two-third of both the votes cast and the shares represented at the General Meeting.
The annual report, the auditor’s report as well as the complete proposals regarding items 14-17, will be held available at the Company’s office, Norrlandsgatan 16, 111 43 Stockholm, Sweden, and will be sent to shareholders upon request and who supply their postal address as from April 10, 2007.
Stockholm, March 2007
AB Novestra (publ)
The Board of Directors