NOTICE CONVENING ANNUAL GENERAL ASSEMBLY IN RUSSIAN REAL ESTATE INVESTMENT COMPANY AB (publ)
(Thomson Reuters ONE) -
The shareholders in Russian Real Estate Investment Company AB (publ), company
registration number 556653-9705, are hereby given notice to attend the annual
general meeting at 10.00 a.m. on 21 May 2012 at Hotel Scandic Anglais in
Stockholm, Sweden. Registration for the meeting commences at 9.30 a.m.
NOTICE
Shareholders wishing to participate in the meeting must:
i. be entered in the shareholders' register, kept by Euroclear Sweden AB (the
Swedish Central Securities Depository & Clearing Organization), on the
record day which is 14 May 2012; and
ii. notify the company of their attendance and any assistant no later than on
14 May 2012.
Notification can be made via letter to Russian Real Estate Investment Company
AB, Hovslagargatan 5B, SE-111 48 Stockholm, Sweden, by telephone +46 (0)8-
509 00 100 or by e-mail at 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 and daytime telephone number and, as applicable,
information about representative, proxy and assistant. The number of assistants
may not be more than two.
Personal data obtained from the share register kept by Euroclear Sweden AB,
notices and attendance at the meeting and information on proxies and assistants
will be used for registration, preparation of the voting list for the meeting
and, where applicable, the minutes of the meeting.
Nominee registered 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 meeting. The
shareholder must inform the nominee well in advance of 12 May 2011, at which
time the register entry must have been made.
Proxy
A shareholder represented by proxy shall issue a power of attorney, which shall
be dated and signed by the shareholder. If issued by a legal entity the power of
attorney shall be accompanied by registration certificate or, if not applicable,
equivalent documents of authority. The original version of the power of attorney
shall also be presented at the meeting. In order to facilitate entry to the
meeting, notification should, where appropriate, be accompanied by powers of
attorney, registration certificates and other documents of authority. Power of
attorney forms are available at the Company's website www.ruric.com and will be
sent to shareholders who request them and indicate their postal address.
Information regarding number of shares and votes
The total number of shares at the date of this Notice amounts to 104 148 155, of
which 1 330 266 of serie A and 102 818 289 of serie B. Shares of serie A give
10 votes per share and shares of serie B give 1 vote per share. The Company does
not possess any of its 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 result in accordance with the adopted
balance sheet, and
c. discharge from liability for the members of the board of directors and
the managing director
g. Determination of the fees payable to the board of directors and the auditors
and potential deputy auditors
h. Election of members of the board of directors
i. Election of Auditor and potential deputy auditors
j. Determination of principles for election of Nomination Committee
k. Resolution on adoption of new articles of association
l. The board of directors' proposal regarding issue authorization
m. Closing of the meeting
Proposed Resolutions by the Nomination Committee
Item 8 - Determination of the fees payable to the board of directors and the
auditors
The nomination committee (Lennart Dahlgren (chairman), Denis Martyushev and
Ramsay Brufer) will at a later stage present a proposal on items 1 and 8-11 at
the Company's website.
Proposed Resolutions by the board of directors
Item 7 b - Allocation of the company's profits and losses in accordance with the
adopted balance sheet
The board of directors proposes that the company's losses are brought forward in
new account and that no dividend shall be made for the financial year of 2011.
Item 12 - Resolution on adoption on new articles of association
The board proposes that the general meeting decides that the limits for share
capital and number of shares in §3 and § 4 in the articles of association are
amended as follows.
The board of director proposes that the new wording of § 3 shall be: "the
Company's share capital shall be no lower than SEK 200,000,000 and no higher
than SEK 800,000,000."
The board of directors proposes that the new wording of § 4 shall be: "The
number of shares shall be no less than 100,000,000 and no more than
400,000,000."
The board of directors' proposal means that the third item of § 4 shall read as
follows: "Shares of serie A shall not exceed 400 000 000 shares and shares of
serie B shall not exceed 400 000 000 shares."
Item 13 - The board of directors' proposal regarding set off share issues
The board of directors proposes that the meeting decides to authorize the board
until next Annual General Meeting to decide to emit shares of serie B at one or
several occasions, with or without shareholders' pre-emptive rights. Payment may
be received in kind or by set-off and may be subject to other conditions.
Thereby, the share capital of the Company may only increase by 20 000 000 SEK
through an emission of maximum 10 000 000 shares, which corresponds to a
dilution of totally 8,8 per cent of the Company's share capital and 7,9 per cent
of total votes in the Company. This dilution has been calculated as the maximum
number of shares that can be emitted divided by the total number of shares and
votes after such emission(s). Deviation from the shareholders' pre-emptive
rights shall be made in order to enable corporate acquisitions, to strengthen
the Company's financial standing, if necessary, and to increase the flexibility
regarding the financing of the Company's projects. Emissions in cash or by set-
off may only be made with deviation from the pre-emptive rights of the
shareholders at a price which corresponds to the market value of the share and
else in compliance with such adjustments to the conditions that the board of
directors deem necessary to execute the emission.
Shareholders right to demand information
According to chapter 7 § 32 of the Swedish Company Act, at the request of any
shareholder the board of directors and the chief executive officer shall
disclose such information at the Annual General Meeting that may influence the
assessment of an issue in the Agenda and conditions that may influence the
Company's financial standing, if this can be made without significant damage to
the Company. This duty of disclosure also extends to the Company's relations to
another group company, its consolidated accounts and other such circumstances
concerning daughter companies that are referred to in the previous sentence.
Documentation
The accounts, auditor's reports and other proposals to be dealt with at the
annual general meeting will be kept available at the company's office no later
than two weeks before the meeting. The documents will be sent without any costs
to shareholders who so request and state their postal address. The documents
will also be made available no later than the aforementioned date on the
company's website at www.ruric.com. All the above mentioned documents will also
be presented at the meeting.
_______
Stockholm in April 2012
Russian Real Estate Investment Company AB
The Board of Directors
Notice English:
http://hugin.info/141656/R/1604978/508021.pdf
This announcement is distributed by Thomson Reuters on behalf of
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#1604978]
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Datum: 23.04.2012 - 08:39 Uhr
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