the shareholders in Russian Real Estate Investment Company AB (publ)
Notice convening extraordinary general shareholders meeting in Russian Real Estate Investment Company AB (publ)
Notice is hereby given to the shareholders in Russian Real Estate Investment Company AB (publ), reg. no 556653-9705, of an extraordinary general shareholders meeting on Thursday 2 October 2008 at 15:00, at the premises of Radisson SAS Strand Hotel, Nybrokajen 9, Stockholm.
Right to attend the extraordinary general shareholders meeting
Shareholders who wish to attend the general meeting shall (i) be entered into the transcription of the share register kept by VPC AB as of Friday 26 September 2008, and (ii) give notice of their attendance at the latest on Friday 26 September 2008, before 12:00 by phone +46 8 509 00 100 or by fax +46 8 611 77 99. Notice by telephone can be made week days between 10:00 a.m. and 4:00 p.m. Notice can also be given in writing within the prescribed time to Russian Real Estate Investment Company AB (publ), Hovslagargatan 5B, 111 48 Stockholm. When giving notice of attendance, please indicate your name, date of birth/organisation number, address, telephone number and number of attending assistants. A shareholder may bring one or two assistants, however only if the shareholder has given notice hereof in due course. The data received when giving notice of attendance will be processed and used only for the extraordinary general meeting.
Shareholders whose shares are registered in the name of a nominee, must request to be temporarily entered into the share register kept by VPC AB as of 26 September 2008, in order to have a right to attend the general meeting. The shareholder must inform the nominee to that effect well before 26 September 2008 when he must have been entered into the share register.
Shareholders represented by proxy shall issue a power of attorney for the representative, which shall be presented to the company in original. In case the power of attorney is issued by a legal entity, a certified copy of a certificate of registration for the legal entity shall be enclosed to the proxy. The power of attorney must not be older than one year.
Proposed agenda for the meeting
1. Opening of the meeting and election of chairman of the meeting
2. Establishment and approval of voting list
3. Approval of the agenda for the meeting
4. Election of one or two persons to approve the minutes
5. Establishment as to whether the meeting has been duly convened
6. The board of directors' proposal for resolution on amendments of the articles of association
7. The board of directors' proposal for resolution on authorization for the board to resolve on new issuance of shares
8. Closing of the meeting
Item 6 The board of directors' proposal for resolution on amendments of the articles of association
In order to increase the margins for resolutions on share issuances, the board of directors proposes that the articles of association are amended as set forth in the proposed articles of association. The proposal imply e.g. that that the limitations of the company's share capital is increased from minimum SEK 5.000.000 - maximum SEK 20.000.000 to minimum SEK 13.000.000 - maximum SEK 52.000.000 (§ 3 of the articles of association) and that the limitations on numbers of shares is increased from minimum 2.500.000 - maximum 10.000.000 to minimum 6.500.000 - maximum 26.000.000 (§ 4 of the articles of association).
Item 7 The board of directors' proposal for resolution on authorization for the board to resolve on new issuance of shares
The board of directors proposes that the general meeting resolves to authorize the board to, for the time until the next annual general meeting 2009, at one or several occasions with preferential right for the shareholders in the company, resolve to issue new shares of series A and/or series B. A total maximum of 7.000.000 shares may be issued under the authorization, implying that the share capital may be increased by a maximum of SEK 14.000.000. However, in no event may shares be issued in excess of the limitations on the number of shares and share capital as set forth in the articles of association from time to time. The authorization is to include a right to resolve on new issues with payment by set-off of claims or other conditions.
In order for the resolution by the general meeting in accordance with the proposal under item 6 above to be valid, no less than two thirds of the votes cast as well as the shares represented at the general meeting must be in favour of the proposal. In order for the resolution by the general meeting in accordance with the proposal under item 7 above to be valid, no less than half of the votes cast at the general meeting must be in favour of the proposal.
The board of directors' complete proposals for resolutions under item 6 and item 7 on the proposed agenda are available for the shareholders at the company's office, Hovslagargatan 5B, 111 48 Stockholm, as well as on the company's website, www.ruric.se, as from 18 September 2008. The proposals will also be sent to shareholders that so request and inform of their postal address. The proposals will also be available at the general shareholders meeting.
Stockholm in September 2008
Russian Real Estate Investment Company AB (publ)
The board of directors
For additional information
Craig Anderson, CEO
Phone +7 812 571 52 00 , mob. +7 921 425 97 89
Ruric's business concept is to acquire, develop, manage, let and divest real estate in St Petersburg, Russia, with a focus on commercial premises of the highest quality in the best locations that can thereby contribute positively to the business of the tenants. The company has the vision of becoming a leading real estate company in central St Petersburg.
The strategy is to identify real estate with great potential in the central parts of St Petersburg, create suitable acquisition structures and acquire at the best price. After renovations, commercial premises of the highest class are offered to tenants that are looking for the best possible premises in the best locations and are willing to pay for it.