The board of directors of NAXS Nordic Access Buyout Fund AB (publ) (“NAXS” or the “Company”) has, upon request by the company’s majority shareholder Tompkins Square Park S.a.r.l. (the ”Majority Shareholder”), through its financial manager QVT Financial LP, resolved to convene an Extraordinary General Meeting to be held on Thursday, 19 December 2013 at 10:00 a.m. CET at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden.
The object of the request by the Majority Shareholder for the board to convene an Extraordinary General Meeting is the election of a new board of directors of NAXS. The Majority Shareholder has informed the board of directors of the Company that it will submit a proposal for new members to the board of directors ahead of the Extraordinary General Meeting. Such proposal will, when received by the board of directors, be made available at the Company’s offices and on NAXS’s website.
The complete notice including an agenda is set forth below and will be published in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) on 26 November 2013. An announcement regarding the notice will be published on the same day in Svenska Dagbladet.
Lennart Svantesson, CEO
Telephone: +46 73-311 00 11
N.B. The English text is an in-house translation. In the event of any discrepancies between the text in this document and the Swedish document, the latter shall prevail.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN
NAXS NORDIC ACCESS BUYOUT FUND AB (publ)
The shareholders of NAXS Nordic Access Buyout Fund AB (publ) (the “Company” or “NAXS”) are hereby invited to an extraordinary general meeting (the “Meeting”) on Thursday, 19 December 2013 at 10:00 a.m. CET at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden.
The extraordinary general meeting has been convened upon request from the Company’s majority shareholder Tompkins Square S.a.r.l., through its finance manager QVT Financial LP.
RIGHT TO ATTEND THE MEETING
Shareholder that wish to attend the Meeting,
shall be registered in the share register maintained by Euroclear Sweden AB by Friday, 13 December 2013;
and shall have notified the Company of their intention to attend the Meeting and of any representative/proxy/advisor who will represent/accompany the shareholder to the Meeting on Friday, 13 December 2013. Notification shall be sent in writing to NAXS Nordic Access Buyout Fund AB (publ), Attn: Lennart Svantesson, Grev Turegatan 10, 1st floor, SE-114 46 Stockholm, Sweden or by e-mail (firstname.lastname@example.org). Notification shall include the shareholder's name, personal identification number/corporate registration number (or similar), address and daytime telephone number, as well as, wherever applicable, details of representatives, proxies and advisors. A maximum of two advisors may attend. To facilitate registration at the Meeting, notification, wherever applicable, should include a signed power of attorney, registration certificate and other documents proving identity.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney is valid for a period of one year from its issuance; however the power of attorney may be valid for up to five years from its issuance if explicitly stated. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in duly time prior to the Meeting. A proxy form is available on the Company’s website (www.naxs.com) and will be sent to shareholders who request the form.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Friday, 13 December 2013, and the shareholders must therefore advise their nominees well in advance of this date.
RIGHT TO REQUEST INFORMATION
The 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
As of the date of this notice there are in total 15,000,000 shares and votes in the Company. The Company holds 110,752 own shares as of the date of this notice.
1. Opening of the Meeting
2. Preparation and approval of the voting list
3. Election of the chairman of the Meeting
4. Presentation and approval of the agenda
5. Election of two persons to verify the minutes together with the chairman of the Meeting
6. Determination as to whether the Meeting has been duly convened
7. Determination of the number of members and deputy members of the board of directors
8. Determination of the fees to the board of directors
9. Election of members and chairman of the board of directors
10. Closing of the Meeting
No proposals regarding items 7-9 have been submitted. If such proposals are submitted to the board ahead of the extraordinary shareholders meeting, they will immediately be held available at the Company's office on Grev Turegatan 10, 1st floor, Stockholm, Sweden, and sent to the shareholders who so request and who inform the Company of their postal address. Any proposals submitted in accordance with the above will also be held available on the Company's website www.naxs.se and be presented at the Meeting.
Stockholm, November 2013
The board of NAXS Nordic Access Buyout Fund AB (publ)