Stockholm, 2016-12-05 19:00 CET (GLOBE NEWSWIRE) --
The shareholders in
RusForest AB (publ)
are hereby summoned to the extraordinary general meeting to be held on 21 December 2016 at 2 p.m. CET at the offices of Advokatfirman Vinge, Norrlandsgatan 10, Stockholm
Upon the request of the shareholder Dimesilia Holdings Ltd., that has informed that it represents 89.59 per cent of the outstanding shares in RusForest AB (publ) (the “Company”) as at the date of this notice, the board of directors hereby convenes an extraordinary general meeting in the Company. Dimesilia Holdings Ltd. has requested that the general meeting resolves to determine the number of members and deputy members of the board of directors in the Company, the fees to the board of directors and election of members and chairman of the board of directors.
Notification, etc.
Shareholders who wish to participate in the general meeting must:
firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of 15 December 2016;
secondly notify the Company of their participation in the general meeting no later than 15 December 2016. The notification shall be in writing to RusForest AB, attn. Gustav Wetterling, Hovslagargatan 5, 111 48 Stockholm, Sweden, via fax +46 8 545 015 54 or via email to egm@rusforest.com. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and, where applicable, information about representatives, counsel and assistants. When applicable, complete authorisation documents, such as powers of attorney for representatives and counsel, registration certificates or corresponding documents, shall be appended to the notification.
Nominee shares
Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders wishing such re-registration must inform their nominee of this well before 15 December 2016, when the re-registration must have been completed.
Proxy, etc.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate should be submitted to the Company by mail at the address set forth above well in advance of the general meeting. A proxy form is available at www.rusforest.com.
Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen ).
Number of shares and votes
There are a total of 130,655,471 shares and votes in the Company as of the date of this notice.
Proposed agenda
- Opening of the meeting;
- Election of a chairman at the meeting (see below);
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons to verify the minutes;
- Determination as to whether the meeting has been duly convened;
- Determination of the number of members and deputy members of the board of directors (see below);
- Determination of the fees to the board of directors (see below);
- Election of members of the board of directors (see below);
- Closing of the meeting.
Proposals regarding the chairman of the extraordinary general meeting, the number of members and deputy members of the board of directors, fees to the board of directors and election of members of the board of directors (items 2, 7, 8 and 9)
The shareholder Dimesilia Holdings Ltd., that has informed that it represents 89.59 per cent of the outstanding shares in the Company as at the date of this notice, has submitted the following proposals:
- Jesper Schönbeck, member of the Swedish Bar Association, is proposed to chair the general meeting (item 2).
- The number of board members shall be three (3), with no deputy members (item 7).
- The fees to the members of the board of directors shall be reduced and the annual fee to each board member shall amount to SEK 180,000 and the annual fee to the chairman of the board of directors shall amount to SEK 340,000, insofar as they do not draw any salary from the Company. Furthermore, Dimesilia proposes that an annual fee of SEK 120,000 shall be paid to the chairman of the audit committee and SEK 120,000 to the chairman of the operational committee established by the board of directors in the Company (item 8).
- Re-election of Peter Nilsson, and election of Michalis Avraam and Niklas Bergman as new board members, for the period up until the annual general meeting 2017. Furthermore, Dimesilia proposes to elect Niklas Bergman as the chairman of the board of directors, Michalis Avraam as the chairman of audit committee and Peter Nilsson as the chairman of operational committee. The current board members Per Brilioth, Alexander Rudik and Camilla Öberg have declined to stand for re-election (item 9).
Michalis Avraam has an ACA qualification from the Institute of Chartered Accountants in England & Wales and a bachelor in Economics from the University of East Anglia, Norwich. He is the founder and managing director of Michalis Avraam & Partners Ltd. Michalis Avraam is a qualified and registered Insolvency Practitioner and is also a leading member of projects on capacity building, civic engagement, youth, advocacy, gender, conflict resolution, peace and reconciliation.
Niklas Bergman has a LL.M. from the University of Stockholm and has among other things studied Business Administration at the University of Lund. He is partner and managing director of Northlaw Advisors and has a long experience in corporate law matters, including as a member of the Swedish Bar Association at Baker & McKenzie and as Head of Legal Affairs of Universum Group AB.
As a current member of the board of directors, Peter Nilsson is not affiliated with Dimesilia but has accepted to be nominated for re-election as member of the board of directors in order to provide the Company with continuity and stability and the continued support to the Company with his industrial background and knowledge.
__________________________
Stockholm, December 2016
RusForest AB (publ)
The Board of Directors
About RusForest AB (publ)
RusForest is a Swedish forestry company operating in Eastern Siberia. The Company controls long-term timber leases and utilizes these resources to produce a wide range of sawnwood products and wood pellets. RusForest is listed on NASDAQ First North (ticker “RUSF”).
RusForest AB's Certified Adviser on First North is Pareto Securities AB.
For additional information, please visit the Company’s website at www.rusforest.com or contact:
Gustav Wetterling, Group CFO, telephone: +46 8 771 85 00
The information was submitted for publication by Group CFO on 2016-12-05 at 19:00 CET.
