Notice to Annual General Meeting in RusForest AB S
Post# of 301275
Stockholm, 2017-04-19 12:49 CEST (GLOBE NEWSWIRE) --
The shareholders in
RusForest AB (publ)
are hereby summoned to the annual general meeting to be held on 17 May 2017 at 1 p.m.
at Advokatfirman Vinge’s office at Smålandsgatan 20, in Stockholm.
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 11 May 2017;
secondly notify the company of their participation in the general meeting no later than 11 May 2017. 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 agm@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 11 May 2017, 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
1. Opening of the meeting;
2. Election of a chairman at the meeting;
3. Preparation and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to verify the minutes;
6. Determination as to whether the meeting has been duly convened;
7. Presentation of the annual accounts and the auditor’s report, and the group annual accounts and the auditor’s report on the group accounts;
8. Resolution regarding the adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet;
9. Resolution regarding appropriation of the company’s result according to the adopted balance sheet (see below);
10. Resolution regarding discharge from liability for the members of the board of directors and the managing director;
11. Determination of the number of members and deputy members of the board of directors and auditors and deputy auditors (see below);
12. Determination of the fees to the board of directors and the auditor (see below);
13. Election of members and chairman of the board of directors and auditor (see below);
14. Closing of the meeting.
The board of directors’ proposal
Resolution regarding appropriation of the company’s result (item 9)
The board of directors proposes that the company’s result shall be carried forward.
Shareholder proposals
Proposal regarding the chairman of the annual general meeting, the number of members and deputy members of the board of directors and auditors and deputy auditors, fees to the board of directors and the auditors and election of members and chairman of the board of directors (items 2, 11, 12 and 13)
Shareholders that represent 93.42 per cent of the outstanding shares have submitted the following proposals to the board of directors:
- Jesper Schönbeck, member of the Swedish Bar Association, is proposed to chair the annual general meeting (item 2).
- The number of board members shall be three (3), with no deputy members (item 11).
- The number of auditors shall be one (1) registered accounting firm (item 11).
- The annual fees to each board member who does not draw any salary from the company shall amount to SEK 180,000. However, the annual fee to the chairman of the board of directors shall amount to SEK 340,000. Furthermore, it is proposed 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. The annual fees may be invoiced through a company in a way that is cost neutral for RusForest (item 12).
- The auditors’ fee is proposed to be paid on account, as approved by the board of directors (item 12).
- Re-election of Niklas Bergman, Michalis Avraam and Peter Nilsson as board members. Niklas Bergman is proposed to continue as chairman of the board of directors Furthermore, it is proposed to elect Michalis Avraam as the chairman of audit committee and Peter Nilsson as the chairman of operational committee (item 13).
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Documentation etc.
The annual accounts and the auditor’s report will be held available as from 3 May 2017 at the company’s office, Hovslagargatan 5, SE-111 48 Stockholm, and at the company’s website, www.rusforest.com, and be sent to shareholders that so request and inform the company of their postal address.
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Stockholm, April 2017
RusForest AB (publ)
The board of directors
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