N.B. The English text is an in-house translation.
AB Novestra (publ)
The shareholders of AB Novestra (publ) are hereby summoned to the Extraordinary General Meeting to be held on Wednesday 8 February 2012 at 4.00 p.m. (CET) at the law firm Vinge, Smålandsgatan 20, Stockholm, Sweden.
Right to participate at the Meeting
To be entitled to participate at the Meeting, shareholders
– must be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Swedish Securities Register Center) on Thursday 2 February 2012, and
– must notify the company of their intention to attend the Meeting no later than at 4.00 p.m. on Thursday 2 February 2012.
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 are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Thursday 2 February 2012. 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 (info@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 authorization documentation such as certificate of incorporation and powers of attorney for representatives.
Proxies, etc.
Shareholders who are represented by a proxy must authorize the proxy by issuing a dated 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 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 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. 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. The company does not hold any own shares.
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 authorize the Board of Directors to acquire and sell the company’s own shares
8. Conclusion of the Meeting
Proposal to authorize the Board of Directors to acquire and sell the company´s own shares (item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to decide on the acquisition and sale of the company’s own shares, where the following shall apply;
1. Acquisition and sale of own shares shall exclusively take place on NASDAQ OMX Stockholm.
2. The authorisation may be utilised on one or several occasions until the 2012 Annual General Meeting.
3. Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorization.
4. Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on NASDAQ OMX Stockholm, which refers to the interval between the highest buying price and the lowest selling price.
The purpose of the proposed authorization is to provide flexibility as regards the company’s possibilities to distribute capital to its shareholders and to promote more efficient capital usage in the company, which altogether is deemed to have a positive impact on the company’s share price and thereby contribute to an increased shareholder value.
A resolution in accordance with the Board of Directors’ proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.
____________________
The Board of Directors complete proposal regarding item 7, together with documents pursuant to Chapter 19, Section 22, 24 and 34 of the Swedish Companies Act, will, as from 18 January 2012, be held available at the company’s office, Norrlandsgatan 16, 111 43 Stockholm, Sweden, and will upon request be sent to shareholders who supply their postal address. The material will then also be held available on the company’s website (www.novestra.com).
Stockholm, January 2012
AB Novestra (publ)
The Board of Directors
The information provided in the notice is such that AB Novestra is obliged to make public according to the Securities Market Act (sv. lagenomvärdepappersmarknaden). The information has been released to the media for publication on January 16, 2012 at 11.30 am (CET).