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ID: 1003597
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(Thomson Reuters ONE) - The shareholders of RNB RETAIL AND BRANDS AB ("RNB") are herebysummoned to the Extraordinary General Meeting to be held on Thursday,September 10, 2009, at 4 p.m. at the Company's premises atRegeringsgatan 29 in Stockholm.Participation etcTo be entitled to participate at the Meeting, shareholdersmust be recorded in the register of shareholders maintained byEuroclear AB (formerly VPC AB) on Friday, September 4, 2009 at thelatest; andmust notify the Company of their intention to attend the Meeting nolater than on Tuesday September 8, 2009, under the address P.O. Box16142, SE-103 23 Stockholm, or by calling +46 8 410 520 60 oremailing ann-charlotte.bjorkman(at)rnb.se. When notifying the Company,information on the number of shares, name, personal registrationnumber, address, telephone number and any attending advisors shall beincluded.Nominee-registered sharesShareholders whose shares are registered in the name of a nomineethrough the trust department of a bank or similar institution must,in order to be entitled to participate in the Meeting, request thattheir shares are temporarily re-registered in their own names in theregister of shareholders maintained by Euroclear. Such registrationmust be effected well in advance of September 4, 2009, whenregistration must have been completed.Number of shares and votesAs of the date of this notice, the Company has issued totally114,157,664 shares with one vote each.Proposed Agenda1 Opening of the Meeting.2 Election of Chairman of the Meeting.3 Drawing up and approval of the voting list.4 Approval of the agenda.5 Election of one or two persons to attest theaccuracy of the minutes.6 Decision on whether due notice of the Meetinghas been made.7 Approval of the Board of Directors' resolutionon a private placement.8 Approval of the Board of Directors' resolutionon a preferential rights issue.9 Election of member of the Board and remuneration10 Conclusion of the Meeting.Motion under item 7The Board of Directors of RNB proposes that the Extra General Meetingapprove a directed share issue to Konsumentföreningen Stockholm("KfS"), whereby the Company's share capital will be increased by nomore than SEK 34,959,350 through the issue of not more than34,959,350 new shares. The issue price is SEK 6.15 per share. Thefinal date for subscription of and payment for the new shares isSeptember 15, 2009.The reasons for deviating from the preferential rights of existingshareholders are as follows. The Board of Directors has concludedthat the company requires a capital contribution of slightly morethan SEK 200 M and that the most suitable alternative for thecompany, in part considering the rights issue of SEK 340 Mimplemented in autumn 2008, is to implement a directed share issue,as described above. The Board of Directors has also decided topropose a rights issue for the company's existing shareholders in theamount of approximately SEK 100 M, as described in Item 8 below, toenable existing shareholders to subscribe for shares on the sameterms as those applying to KfS. As a result, the company's financialfreedom of action will be further strengthened.RNB and KfS have entered into an agreement under which KfS undertakesto subscribe for all of the shares covered by the directed shareissue. The issue price was set following negotiations with KfS and isadjudged, considering the prevailing market conditions, to be acommercial price taking into account the issue volume, time factorand subscription undertaking.Motion under item 8The Board of Directors of RNB proposes that the Extra General Meetingapprove a rights issue, whereby the Company's share capital will beincreased by not more than SEK 16,308,237 through the issue of notmore than 16,308,237 new shares. The Company's existing shareholderswill have preferential rights to subscribe for the new shares,whereby seven (7) existing shares will provide entitlement tosubscription of one (1) new share for a cash amount of SEK 6.15 each.Shares not subscribed for on the basis of preferential rights willprimarily be offered to those persons who have subscribed for theshares on the basis of preferential rights and, in the event ofover-subscription, will be allotted on a pro rata basis in relationto the number of subscription rights that such persons have exercisedfor subscription of shares. The record date for participation in therights issue shall be September 21, 2009. Subscription of new sharesbased on preferential rights may take place from September 25 throughOctober 9, 2009. Subscription based on preferential rights shalloccur by means of payment. Subscription that is not based onpreferential rights shall be effected using a special subscriptionlist, whereby payment for any allotted shares shall be rendered incash in accordance with the instructions on the settlement note.Motion under item 9It is proposed that Laszlo Kriss be elected to the Board ofDirectors.Laszlo Kriss. Born 1946.President of Konsumentföreningen Stockholm (KfS) since 1996. He isChairman of Atrium Ljungberg AB and Board member of KfS and MedMeraBank AB. Between 1986 and 2006, Kriss was president of variousproperty companies including KF Fastigheter, Fastighets AB Brogatanand Atrium Fastigheter AB.It is proposed that Laszlo Kriss receives a remuneration of SEK52,000 for the period until the next annual general meeting. Theremuneration corresponds to approximately 50 per cent of the annualremuneration paid to directors not employed by the company.For a resolution under Item 7 to be valid it is required that it besupported by shareholders representing at least two thirds of thevotes cast and shares represented at the Meeting. For a resolutionunder Item 8 to be valid it is required that it be supported byshareholders representing at more than half of the votes cast.Certain major shareholders, representing about 30 percent of theshares in the company, take a positive view of the share issues andthe proposed election to the Board of Directors and have undertakento support these motions at the Extraordinary General Meeting.The Board of Directors' complete proposal under items 7 and 8 above,including documents according to Chapter 13, Section 6, of theCompanies Act, will be available at the Company and on the Company'swebsite, www.rnb.se, as of August 27, 2009 and will be sent to thoseshareholders that so request and state their postal address.A form for power of attorney is available at www.rnb.se/poaRNB RETAIL AND BRANDS AB (publ)Stockholm in August 2009The Board of Directorshttp://hugin.info/132993/R/1336917/318437.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.



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Date: 08/26/2009 - 08:03
Language: English
News-ID 1003597
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Firma: RNB Retail and Brands AB
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Stadt: London
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