NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN RUSSIAN REAL ESTATE INVESTMENT COMPANY AB (PUBL)
(Thomson Reuters ONE) -
The shareholders in Russian Real Estate Investment Company AB (publ), reg. no.
556653-9705, are hereby given notice to attend the annual general meeting at
10:00 a.m. on 11 June 2012 at Hotel Scandic Anglais, Humlegårdsgatan 23 in
Stockholm, Sweden. Registration for the meeting commences at 9:30
a.m.
Right to participate
Shareholders wishing to participate in the shareholders' meeting must:
i. be entered in the share register, kept by Euroclear Sweden AB (the Swedish
Central Securities Depository & Clearing Organization), on the record day
which is 4 June 2012; and
ii. notify the company of their attendance and any assistant not later than on
4 June 2012.
Notification can be made via letter to the company at address Russian Real
Estate Investment Company AB, Hovslagargatan 5B, SE-111 48 Stockholm, Sweden, by
telephone +46 (0)8-509 00 100/102 or by email to anmalan(at)ruric.com. Notice by
telephone can be given weekdays between 10:00 a.m. and 4:00 p.m. Notification
must include full name, personal identification number or corporate registration
number, address, daytime telephone number, shareholding and, as applicable,
information about representative, proxy and assistants (not more than two).
Personal data obtained from the share register kept by Euroclear Sweden AB,
notices of attendance at the shareholders' meeting and information on
representative, proxy and assistants will be used for registration, preparation
of the voting list for the meeting and, where applicable, the minutes of the
meeting.
Nominee shares
Shareholders who have their shares registered in the name of a nominee must
request temporary entry in the transcription of the share register kept by
Euroclear Sweden AB in order to be entitled to participate in the shareholders'
meeting. The shareholder must inform the nominee well in advance of 4 June
2012, at which time the register entry must have been made.
Proxy
Shareholders represented by proxy shall issue a written and dated power of
attorney, signed by the shareholder. The original version of the power of
attorney shall also be presented at the meeting. A power of attorney issued by a
legal entity shall be accompanied by a certified copy of registration
certificate for the legal entity or, if not applicable, similar authorization
documents. In order to facilitate entry to the meeting, notification should,
where appropriate, be accompanied by powers of attorney, registration
certificates and other authorization documents. Power of attorney forms will be
made available at the company's website www.ruric.com and will be sent free of
charge to shareholders who so request and state their postal address.
Information regarding number of shares and votes
The total number of shares in the company at the time of issuance of this notice
is 104,148,155 (1,330,266 shares of series A and 102,818,289 shares of series
B). Shares of series A entitles to 10 votes per share and shares of series B
entitles to 1 vote per share. The company does not hold any of its own shares.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting
a. Preparation and approval of the voting list
b. Approval of the agenda
c. Election of one or two persons to attest the minutes of the meeting
d. Determination of whether the meeting has been duly convened
e. Presentation of the annual report and the auditor's report as well as of the
consolidated accounts and the auditor's report for the group
f. Resolutions regarding
a. approval of the profit and loss account and the balance sheet as well as
of the consolidated profit and loss account and the consolidated balance
sheet
b. allocation of the company's profit/loss in accordance with the adopted
balance sheet
c. discharge from liability for the members of the board of directors and
the managing director
g. Determination of the number of board members, auditors and possible deputy
auditors
h. Determination of fees payable to the board of directors and the auditors
i. Election of board members and of the chairman of the board of directors as
well as of auditors and possible deputy auditors
j. Resolution on principles for the appointment of a nomination committee
k. Resolution on a share split and changes to the articles of association
l. Resolution regarding authorization for the board of directors to resolve on
issues
m. Resolution regarding authorization for the board of directors to resolve on
new share issues against payment through set-off
n. Closing of the meeting
The nomination committee's proposed resolutions
Items 1 and 8-11 - Election of chairman of the meeting, determination of the
number of board members, auditors and possible deputy auditors
etc.
The nomination committee, consisting of Lennart Dahlgren (chairman of the board
of directors), Denis Martyushev and Ramsay Brufer, will present its proposals
regarding items 1 and 8-11 at a later time through the company at the company's
website.
The board of directors' proposed resolutions
Item 7 b - Allocation of the company's profit/loss in accordance with the
adopted balance sheet
The board of directors proposes that the company's accumulated losses shall be
carried forward in new account and that no dividend shall be paid for the
financial year of 2011.
Item 12 - Resolution on a share split and changes to the articles of
association
The board of directors proposes that the shareholders' meeting resolves on a
share split 2:1 meaning that each share in the company shall be divided into two
shares of the same class of shares. The share split is conditional upon changes
to the articles of association and the board of directors therefore also
proposes that the shareholders' meeting resolves on changes to § 3 and to the
first and third paragraph of § 4 in the articles of association.
The board of directors' proposal means that § 3 shall have the following
wording: "The company's share capital shall be not less than SEK 200,000,000 and
not more than SEK 800,000,000".
Furthermore, the board of directors' proposal means that the first paragraph of
§ 4 shall have the following wording: "The number of shares shall be not less
than 200,000,000 and not more than 800,000,000".
Lastly, the board of directors' proposal means that the third paragraph of § 4
shall have the following wording: "The number of shares of series A shall not be
more than 800,000,000 and the number of shares of series B shall be not more
than 800,000,000".
After the share split, the number of shares in the company will be 208,297,110
(2,660,532 shares of series A and 205,636,578 shares of series B). Furthermore,
the split will entail that the quotient value will be changed from SEK 2 to SEK
1 per share.
The board of directors proposes that the shareholders' meeting authorizes the
board of directors to determine the record date for the share split which date
shall not be earlier than the date of registration of the resolution regarding
the share split with the Swedish Companies Registration Office.
Item 13 - Resolution regarding authorization for the board of directors to
resolve on issues
The board of directors proposes that the shareholders' meeting resolves to
authorize the board of directors for the period until the next annual general
meeting, at one or several occasions and with or without derogation from the
shareholders' preferential rights, to resolve on issuance of shares of series B.
Payment shall be allowed in cash, through set-off or through assets contributed
in kind and may otherwise be conditional. The company's share capital may not be
increased with a total amount exceeding SEK 20,000,000 corresponding to a
dilution of not more than approximately 8.8 per cent of the company's share
capital and approximately 7.9 per cent of the total number of votes in the
company as of today. This dilution has been calculated as the number of shares
and votes that at the most can be issued, divided by the total number of shares
and votes following such an issue/such issues. Derogation from the shareholders'
preferential rights may occur in order to enable acquisitions and, if necessary,
strengthen the financial position of the company and in order to increase the
flexibility regarding the financing of the company's projects. Issues against
payment in cash or through set-off with derogation from the shareholders'
preferential rights shall only be made at a subscription price corresponding to
the market value of the shares and with those adjustments appraised necessary by
the board of directors in order to carry out the issue.
Item 14 - Resolution regarding authorization for the board of directors to
resolve on issues against payment through set-off
Russian Real Estate Investment Company AB (publ) (the "Company") has during
March 2012 entered into a share sale and purchase agreement with the Israeli
company Scorpio Real Estate Ltd., reg. no. 513886317, 85 Medinat Hayehudim
Herzliya, Israel (the "Seller"), regarding the acquisition of amongst other
5,000 shares equivalent to 50 per cent of the total number of outstanding shares
and votes in the Cypriot company Grechetto Holdings Limited, reg. no. HE 208926
("Grechetto"). The Company is the holder of the remaining 50 per cent and
Grechetto will therefore be wholly owned by the Company once the acquisition has
been effected. In turn, Grechetto is the owner of all outstanding shares and
votes in the Russian company Litera LLC., reg. no. 1057813078300 ("Litera").
According to the agreement, Litera shall issue a promissory note amounting to
USD 8,000,000 to the Seller with a right for the holder to demand payment
directly from the Company (the "Claim"). The annual interest rate is 12 per cent
and the Claim may be freely assigned by the holder. The holder of the Claim may
request conversion of the Claim (including accrued interest) through set-off as
payment for new shares of series B in the Company. As a part of the agreed
purchase price for the shares in Grechetto, the Company shall, in addition to
the Claim, pay USD 2,000,000 in cash and issue approximately 10,000,000 new
shares of series B in the Company through a share issue against payment in kind
(i.e. in addition to the shares of series B that the board of directors may
resolve to issue by support of this authorization). In case the shareholders'
meeting resolves on a share split and changes to the articles of association in
accordance with the board of directors' proposed resolution according to item
12 on the proposed agenda, the number of shares to be issued in the share issue
against payment in kind will be adjusted taking such split into consideration.
If the Seller or another shareholder in the Company, in its capacity as the
holder of the Claim, requests conversion of the Claim, this means that the
Company will carry out a directed share issue to a shareholder when making use
of this authorization. In case the shareholders' meeting does not resolve in
accordance with the board of director's proposed resolution on an authorization,
the annual interest rate will instead be 20 per cent.
In the light of the above mentioned, the board of directors proposes that the
shareholders' meeting resolves to authorize the board of directors, until the
time of the next annual general meeting, at one or more occasions, with
derogation from the shareholders' preferential rights, to resolve on issuance of
new shares of series B. Payment shall be made through set-off or otherwise be
conditional. The Company's share capital and the number of new shares of series
B in the Company may be increased with an amount and a number not exceeding the
limits as stipulated in the Company's articles of association. A share issue may
be resolved upon in order for the Company to issue new shares of series B in
connection with a conversion of the Claim (including accrued interest) as
described above and only if the acquisition of Grechetto will be effected. The
subscription price for new shares of series B shall correspond to the volume
weighted average share price for the Company's shares listed on the official
stock exchange list of Nasdaq OMX First North Stockholm during a period of 15
trading days prior to such request for conversion. The subscription price shall
however not be less than the quotient value of the share.
Shareholders' right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw.
aktiebolagslagen) the board of directors and the managing director are under a
duty to, if any shareholder so requests and the board of directors deems that it
can be made without material damage to the company, provide information,
regarding circumstances which may affect the assessment of a matter on the
agenda or of the company's economic situation. Such duty to provide information
also comprises the company's relation to the other group companies, the
consolidated accounts and such circumstances regarding subsidiaries which are
set out in the foregoing sentence.
Documents
The accounts, auditor's report and other documents to be dealt with at the
shareholders' meeting will be kept available at the company's office not later
than three weeks before the meeting. The documents will be sent free of charge
to shareholders who so request and state their postal address. The documents
will also be made available not later than the aforementioned date on the
company's website www.ruric.com. All the above mentioned documents will be
presented at the shareholders' meeting.
_______
Stockholm in May 2012
Russian Real Estate Investment Company AB (publ)
The Board of Directors
Notice (Eng):
http://hugin.info/141656/R/1611694/512721.pdf
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Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Russian Real Estate Investment Company via Thomson Reuters ONE
[HUG#1611694]
Unternehmensinformation / Kurzprofil:
Datum: 14.05.2012 - 09:02 Uhr
Sprache: Deutsch
News-ID 145821
Anzahl Zeichen: 16367
contact information:
Town:
Stockholm
Kategorie:
Business News
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"NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN RUSSIAN REAL ESTATE INVESTMENT COMPANY AB (PUBL)"
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