Notice to annual general meeting in RusForest AB
4/11/2012 12:08 PM EST
RusForest AB
Notice to convene annual general meeting
Notice to annual general meeting in RusForest AB
Stockholm, 2012-04-11 18:08 CEST (GLOBE NEWSWIRE) --
The shareholders in
RusForest AB (publ)
are hereby summoned to the annual general
meeting to be held on 10 May 2012 at 3 p.m. CET at
7A Konferens at Strandvägen 7A, 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 4 May 2012, and
secondly notify the company of their participation in the general meeting no
later than 4 May 2012. The notification shall be in writing to RusForest AB,
attn. Mia O’Connor, Hovslagargatan 5, 111 48 Stockholm, Sweden, via fax +46 8
545 015 54 or via email . The notification shall state the
name, personal/corporate identity number, shareholding, address and telephone
number daytime and, where applicable, information about representatives,
counsels and assistants. When applicable, complete authorisation documents,
such as powers of attorney for representatives and counsels, registration
certificates or corresponding documents, shall be appended 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 4 May 2012, when such re-registration must have
been completed.
Proxy etc.
Shareholders represented by proxy shall issue 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 the longer, however not for more than five
years after the 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. The
form to use for a power of attorney can be found on 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 95,807,694 registered 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 auditors (see
below);
13. Election of election of members and chairman of the board of directors (see
below);
14. Proposal regarding the adoption of RusForest AB’s employee stock option
plan 2012/2015, resolution to issue warrants and approval of disposition of
warrants within the employee stock option program (see below);
15. Closing of the meeting.
The board of directors’ proposals
Resolution regarding appropriation of the company’s result in accordance with
the adopted balance sheet (item 9)
The board of directors proposes that the company’s results shall be carried
forward.
The board of directors’ of RusForest AB proposal regarding the adoption of
RusForest AB’s employee stock option plan 2012/2015, resolution to issue
warrants and approval of disposition of warrants within the employee stock
option program (item 14)
The board of directors proposes that the annual general meeting resolves to
adopt RusForest AB’s employee stock option plan 2012/2015.
Number of employee stock options and exercise price
Employee stock options, with the right to acquire not more than 6,000,000
shares in RusForest, may be issued under the employee stock option plan. Each
stock option may be exercised to acquire one share in the company for payment
of an exercise price of SEK 3. The exercise price and the number of shares that
each stock option entitles to subscription for shall be recalculated in the
event of a split, consolidation, new share issue etc. in accordance with market
practice.
Allocation
The employee stock options can be allocated to persons, in Sweden or other
countries, who at the time of allocation are employed on a permanent basis by a
company within the RusForest group, and who at such time have not given or been
given notice of termination of the employment. As regards employees in other
countries than Sweden it is thereby presupposed that the allocation is in
compliance with law and that the allocation, according to the board of
directors’ opinion, can be made at reasonable administrative and financial
costs and efforts. Allocation of employee stock options can also be made to
persons who commence such employment after the initial allocation. The board of
directors shall resolve upon the allocation of employee stock options and the
allocation shall be made within two categories. Category 1 includes the
managing director with an allocation of not more than 3,000,000 employee stock
options per person. Category 2 includes directors in the company, apart from
the managing director, with an allocation of not more than 1,000,000 employee
stock options per person.
Allocation shall, among other things, be determined with regard to the
employee’s performance, position and contribution to RusForest.
No employee is guaranteed allocation of employee stock options. Allocation of
employee stock options shall be determined by the board of directors within the
scope of the above.
Restrictions regarding the right to transfer and exercise the employee stock
options
Issued employee stock options shall not be considered as securities and shall
not be transferable to a third party.
The right to acquire new shares under the employee stock options shall for each
holder be vested, with 1/3 of the employee stock options allocated to such
holder as from the date falling one year from the date of the initial
allocation (which is expected to occur on 1 June 2012) (the “anniversary
date”), and an additional 1/3 as from each of the two subsequent anniversary
dates, provided that the holder at such dates is still employed within the
RusForest group. Employee stock options, that have been vested, may be
exercised for subscription of shares during the period 1 June 2015 up to and
including 31 December 2015. As regards employee stock options, which may be
exercised as set forth above, the exercise period upon termination of
employment shall be three (3) months as from the termination of employment
after which period all employee stock options shall become void.
The board of directors is authorised to establish additional conditions for
vesting.
Vesting in accordance with the above may be accelerated only if any shareholder
(together with closely-related parties) reaches more than 2/3 of the shares or
votes in the company, or if a shareholders’ meeting so resolves.
Consideration, value, etc.
The employee stock options shall be issued free of charge and the holders will
be taxed when the options are exercised, as regards holders deemed to be
resident in Sweden for tax purposes, as income from employment, for the
difference between the market value of RusForest’s share at the time of
exercise of the employee stock option and the exercise price of the employee
stock option. The majority of the persons that will be allocated employee stock
options are domiciled and liable to taxes in Russia, where as far as the
company has learned, social security charges (Sw. arbetsgivaravgifter) are not
payable.
There is no market value for the employee stock options. A value may, however,
be calculated in accordance with an established model for options. When
calculating the value, the restrictions in the right to transfer and exercise
the employee stock options and the fact that the employee stock options are
forfeited if the employment of the holder is terminated have been considered.
The option value of the employee stock options under the employee stock option
plan is, based on a valuation made by the company, SEK 0.114 per employee stock
option, at an exercise price of SEK 3 per share and based on the closing price
of SEK 1.45 for RusForest’s share on 10 April 2012. When valuing the options,
the company has used Black & Scholes model for valuating options, assuming a
risk free interest of 1.9725 per cent, a volatility of 39.24 per cent and
duration of 1,080 days.
Hedging of the employee stock option plan
To hedge that RusForest can meet its obligations, including the payment of
social security charges, to the holders of employee stock options at the time
of exercise of the employee stock options, it is proposed that the annual
general meeting also resolves to issue not more than 6,270,000 warrants with
the right to subscribe for new shares to the wholly-owned subsidiary RusForest
Ltd. Not more than 270,000 of the warrants will be used to finance any costs,
including potential social security charges, which arise at the time of
exercise of the employee stock options. Any surplus warrants not necessary to
finance such costs shall be cancelled.
Reasons
The reasons for adopting RusForest’s employee stock option plan 2012/2015, and
the reasons for the deviation from the shareholders’ preferential rights in the
issue of warrants, are that the board of directors considers it very important
to be able to motivate, keep and recruit qualified employees to the group
through giving the employees the opportunity to become owners in the company.
The board of directors is of the opinion that this strengthens the interest for
the company’s business and also stimulates company loyalty in the future. As
the employee stock option plan is intended to be an incentive for the employees
in the RusForest group, it is assessed to positively influence the future
development of the group and thereby be beneficial for the shareholders.
Dilution of existing shares and votes
To hedge the employee stock options which are allocated within the employee
stock option program it is proposed that 6,270,000 warrants shall be issued.
Based on the number of shares and votes after the completion and full
subscription of the rights issue of 383,230,776 new shares and provided that
the existing and outstanding warrants are not exercised, the proposed employee
stock option program, assuming that all employee stock options and the hedging
warrants are exercised, will result in a dilution of not more than
approximately 1.3 per cent of shares and votes.
Majority requirements
Resolutions in accordance with the board of directors’ proposals fall within
Chapter 16 of the Swedish Companies Act regarding certain directed issues etc.
and require support of shareholders representing not less than 9/10 of the
votes cast as well as of the shares represented at the annual general meeting.
The nomination committee’s proposals
Proposal regarding 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 11, 12 and 13)
The nomination committee, consisting of Anders F. Börjesson, Vostok Nafta,
chairman, Leif Törnvall, Alecta, Oskar Rundlöf, Libra, and Louise Hedberg, East
Capital,has submitted the following proposals:
-- The number of board members shall be five (5), with no deputy members (item
11).
-- The number of auditors shall be one (1) registered accounting firm (item
11).
-- The fees to each board member who does not draw any salary from the company
shall amount to SEK 150,000. The fee to the chairman of the board of
directors shall however amount to SEK 300,000. Fees to the audit committee
and operational committee established by the board of directors, consisting
of up to three board members each, will amount to SEK 100,000 to the
chairman and SEK 75,000 each to the other committee members. The nomination
committee proposes that the board of directors is authorised, when needed,
to engage one or more of the board members to strengthen the company's
management, for which work such board member is entitled to a fixed fee of
SEK 10,000 per person and day (item 12).
-- The auditors’ fee is proposed to be paid on account, as approved by the
board of directors (item 12).
-- Re-election of Franz Bergstrand, Per Brilioth, Jerker Karlsson, Kenneth
Eriksson and Camilla Öberg as board members. Kenneth Eriksson is proposed
as chairman of the board of directors. The audit committee is proposed to
consist of Camilla Öberg (chairman), Kenneth Eriksson and Per Brilioth. The
operational committee is proposed to consist of Franz Bergstrand
(chairman), Kenneth Eriksson and Jerker Karlsson. The composition of the
committees may be altered upon the resolution of the board of directors.
(item 13).
The term for the company’s auditor, KPMG AB with Carl Lindgren as auditor in
charge, expires at the end of the annual general meeting 2014.
__________________________
Annual accounts, the auditor’s report and the proposals under items 11-14 above
will as from 19 April 2012 be held available at the company’s office,
Hovslagargatan 5, 111 48 Stockholm, and at the company’s webpage
www.rusforest.com and be sent to shareholders that so request and inform the
company of their postal address. The proposal regarding item 14 will also be
sent free of charge to those shareholders that have notified their attendance
at the general meeting.
__________________________
Stockholm, April 2012
RusForest AB (publ)
The board of directors