RusForest AB : 30-Jan-2012 Notice of Extraordinary General Meeting in RusForest AB

Notice of Extraordinary General Meeting in RusForest AB
Monday January 30th, 2012

The shareholders in
RusForest AB (publ)
are hereby summoned to the extraordinary shareholders'
meeting to be held on 1 March 2012 at 3 p.m. CET at the offices of
Advokatfirman Vinge, Smålandsgatan 20, Stockholm

Notification etc.
Shareholders who wish to participate in the shareholders' meeting must

• firstly be included in the shareholders' register maintained by Euroclear Sweden AB as of 24 February 2012, and
• secondly notify the company of their participation in the extraordinary shareholders' meeting no later than 4 p.m. CET on 24 February 2012. The notification shall be in writing to RusForest AB, attn. Mia O'Connor, Hovslagargatan 5, 111 48 Stockholm, Sweden, via fax [phone] or via email [e-mail]. 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 authorization 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 shareholders' meeting. Shareholders wishing such re-registration must inform their nominee of this well before 24 February 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 shareholders' 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 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) Resolution regarding:
(a) amendment of 4 § in the articles of association;
(b) reduction of the share capital;
(c) amendment of 4 and 5 §§ in the articles of association; and
(d) authorisation for the board of directors to issue new shares;
8) Closing of the meeting.

The board of directors' proposal to (a) resolve on an amendment of 4 § in the articles of association, (b) resolve on a reduction of the share capital, (c) resolve on an amendment of 4 and 5 §§ in the articles of association, and (d) authorise the board of directors to issue new shares (item 7)

The board of directors' proposal to resolve on an amendment of 4 § in the articles of association (item 7 (a))
This item is conditional upon that the shareholders' meeting resolves in accordance with the board of directors' proposal under item 7 (b).

The board of directors proposes that the shareholders' meeting resolves on an amendment of 4 § in the articles of association whereby the limits for the company's share capital are changed from not less than SEK 600,000,000 and not more than SEK 2,400,000,000 to not less than SEK 60,000,000 and not more than SEK 240,000,000.

The reason for the amendment is to enable the proposed reduction of the share capital under item 7 (b).

The board of directors' proposal to resolve on a reduction of the share capital (item 7 (b))
This item is conditional upon that the shareholders' meeting resolves in accordance with the board of directors' proposal under item 7 (a).

The board of directors proposes that the shareholders' meeting resolves upon a reduction of the company's share capital by SEK 862,269,246 for the purpose of securing cover of losses. The reduction shall be implemented without a redemption of shares.

Once the resolution has been executed, the company's share capital will amount to SEK 95,807,694 distributed on a total of 95,807,694 shares.

It should be noted that the Swedish Companies Registration Office's permission is not required for the execution of the reduction since the reduction is implemented for the purpose of securing cover of losses.

The reason for the reduction of the share capital is to enable the new issue of shares that the board of directors' intends to carry out supported by the authorisation to issue new shares that the board of directors proposes under item 7 (d).

The board of directors' proposal to resolve on an amendments of 4 and 5 §§ in the articles of association (item 7 (c))
This item is conditional upon that the shareholders' meeting resolves in accordance with the board of directors' proposal under item 7 (d).

The board of directors proposes that the shareholders' meeting resolves on amendments of 4 and 5 §§ in the articles of association whereby the limits for the company's share capital are changed from not less than SEK 60,000,000 and not more than SEK 240,000,000 to not less than SEK 200,000,000 and not more than SEK 800,000,000 and the limits for the number of shares are changed from not less than 60,000,000 and not more than 240,000,000 to not less than 200,000,000 and not more than 800,000,000.

The reason for the amendment is to enable the new issue of shares that the board of directors' intends to carry out supported by the authorisation to issue new shares that the board of directors proposes under item 7 (d).

The board of directors' proposal to authorise the board to issue new shares (item 7 (d))
This item is conditional upon that the shareholders' meeting resolves in accordance with the board of directors' proposal under item 7 (c).

The board of directors proposes that the shareholders' meeting resolves to authorise the board of directors, for the period up to the next annual shareholders' meeting, to adopt decisions, whether on one or several occasions and with pre-emption rights for the shareholders, to issue new shares; provided, however, that any such issue must not result in the company's share capital exceeding the company's maximum allowed share capital as set out in the articles of association as adopted from time to time. Such new issue decision may in addition to subscription in cash include a provision that new shares shall be subscribed for by a right of set-off.

The reason for the authorisation is to enable continued investments in existing operations.

For more details and information on background and motives for the authorisation to issue new shares, please see RusForest's press release of 30 January 2012.

Special majority requirements
Resolutions to adopt item 7 (a) - (d) above shall be made as one resolution and shall only be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the shareholders' meeting.

__________________________

The board of directors' complete proposal regarding item 7 above will as from 9 February 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.

__________________________

Stockholm, January 2012
RusForest AB (publ)
The board of directors

Download notice in PDF-format, here.

• 30-Jan-2012
  RusForest intends to carry out a rights issue of approximately SEK 450 million
• 09-Dec-2011
  RusForest AB will acquire Clean Tech East Holding AB's subsidiaries, Eastern Bio Holding AB (EBH) and B.E.N. Bio Energ
• 23-Nov-2011
  RusForest AB, Interim Report, Q3 2011
• 18-Nov-2011
  RusForest strengthens the management team by appointing a Chief Operating Officer
• 15-Nov-2011
  RusForest AB publishes prospectus for registration of bond loan 2011/2014
• 09-Nov-2011
  RusForest intends to acquire Clean Tech East Holding's pellet business
• 26-Aug-2011
  RusForest AB, Interim Report, Q2 2011
• 23-Aug-2011
  RusForest Magistralny has received priority investment project status and a new forest lease
• 13-Jul-2011
  First kiln dried sawnwood delivered from RusForest Magistralny
• 09-Jun-2011
  RusForest AB (publ) acquires additional forest lease-holding companies in Boguchany, Krasnoyarsk region
• 31-May-2011
  Change in number of shares and votes in RusForest AB (publ)
• 26-May-2011
  Report from the annual general meeting in RusForest AB (publ) on 26 May 2011
• 26-May-2011
  RusForest AB, Interim Report, Q1 2011
• 25-May-2011
  RusForest AB (publ) acquires minority stakes in subsidiaries through issue in kind
• 09-May-2011
  RusForest AB (publ) issues three-year bond loan of SEK 500 million
• 05-May-2011
  RusForest AB (publ) publishes its 2010 Annual Report
• 02-May-2011
  RusForest AB (publ) completes acquisition of NTG
• 27-Apr-2011
  Notice of Annual General Meeting in RusForest AB
• 19-Apr-2011
  RusForest AB (publ) - Comment on new ownership structure following block trade
• 15-Apr-2011
  Report from the extraordinary general meeting in RusForest AB (publ) on 15 April 2011
• 28-Mar-2011
  RusForest investigates the prerequisites for carrying out a bond issue
• 28-Mar-2011
  RusForest acquires Nord Timber Group (NTG) through an issue in kind
• 24-Mar-2011
  RusForest AB, Year End Report 2010
• 18-Mar-2011
  Commentary on the Notice to the Extraordinary General Meeting
• 18-Mar-2011
  Notice of Extraordinary General Meeting in RusForest AB
• 03-Feb-2011
  RusForest acquires forestry company in Boguchany, Krasnoyarsk region
• 28-Dec-2010
  RusForest redeems SEK bond
• 22-Dec-2010
  RusForest acquires new forest lease in Magistralny, Irkutsk region
• 22-Dec-2010
  LDK-3 acquisition completed
• 13-Dec-2010
  Anti-monopoly approval obtained for LDK-3 acquisition
• 30-Nov-2010
  Change in number of shares and votes in RusForest
• 23-Nov-2010
  RusForest AB, Interim Report, Q3 2010
• 16-Nov-2010
  Notice of Early Redemption of SEK 50,000,000 Bonds in RusForest AB (publ)
• 05-Nov-2010
  RusForest's rights issue oversubscribed and provides the Company with approx. SEK 437 million before issue costs
• 15-Oct-2010
  Prospectus regarding RusForest's Rights Issue now available - including new information about the company's projects
• 08-Oct-2010
  Report from the extraordinary general meeting in RusForest AB (publ) on 8 October 2010
• 08-Oct-2010
  RusForest's acquisition of LDK-3 and Infa approved by the Board of the seller
• 28-Sep-2010
  Alecta acquires 6.9 percent of the shares of RusForest and becomes second largest shareholder
• 22-Sep-2010
  Notice of Extraordinary Shareholders Meeting in RusForest AB
• 22-Sep-2010
  RusForest proposes rights issue, in kind authorisation and acquires a majority stake in LDK-3
• 22-Sep-2010
  RusForest change Certified Adviser
• 15-Sep-2010
  Loan from Vostok Nafta Investment Ltd prolonged, and RusForest receives additional interim financing
• 27-Aug-2010
  RusForest AB, Interim Report, Q2 2010
• 25-Aug-2010
  Alexandr Williams resigns from the Board of Directors
• 26-Jul-2010
  RusForest award employee stock options to CEO, Martin Hermansson
• 01-Jul-2010
  RusForest evaluates the prerequisites for carrying out a rights issue and receives interim financing from Vostok Nafta
• 24-Jun-2010
  Report from the extraordinary general meeting in RusForest AB (publ)
• 08-Jun-2010
  Minutes from Annual General Meeting
• 01-Jun-2010
  RusForest AB appoints Martin Hermansson as President and CEO
• 27-May-2010
  Notice of Extraordinary Shareholders Meeting in RusForest AB
• 24-May-2010
  RusForest AB signs letter of intent to merge with Nord Timber Group
• 21-May-2010
  Report from the annual general meeting in RusForest AB
• 20-May-2010
  Interim Report, January 1 - March 31, 2010
• 06-May-2010
  RusForest AB announces the publishing of its 2009 Annual Report
• 06-May-2010
  RusForest AB, amendment to the interim year-end report, 2009
• 22-Apr-2010
  RusForest AB appoints new deputy CEO
• 21-Apr-2010
  Notice of Annual General Meeting in RusForest AB
• 26-Feb-2010
  RusForest Year End Report, 2009
• 22-Feb-2010
  RusForest carries out bond issue
• 12-Feb-2010
  RusForest investigates the prerequisites for carrying out a bond issue
• 09-Nov-2009
  Interim Report, January 1 - September 30, 2009
• 27-Aug-2009
  Interim Report, January 1 - June 30, 2009
• 13-Aug-2009
  Mintues from Extraordinary Shareholders Meeting
• 05-Aug-2009
  Report from Extraordinary Shareholders Meeting
• 08-Jul-2009
  Summons to Extraordinary Shareholders' Meeting, Aug 5
• 08-Jun-2009
  Minutes from Annual General Meeting and Extraordinary Meeting
• 02-Jun-2009
  Restructuring of Varyag now completed
• 25-May-2009
  Report from Annual General Meeting
• 25-May-2009
  Report from Extraordinary Shareholders Meeting
• 08-May-2009
  Extraordinary Shareholders Meeting May 8, 2009.
• 05-May-2009
  Varyag becomes a forestry company and acquires 50% of RusForest from Vostok Nafta
• 27-Apr-2009
  Varyag Resources Invitation to Annual General Meeting
• 30-Mar-2009
  Russian Gravel Co goes into production
• Prospectuses