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VNV Global AGM Information 2013

May 7, 2013

3125_rns_2013-05-07_ab2ffd30-bc7a-4d9e-b191-a449d447b9cd.pdf

AGM Information

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Press Release May 7, 2013

Notice of Special General Meeting in Vostok Nafta Investment Ltd

Notice is hereby given to the holders of depository receipts in respect of shares in Vostok Nafta Investment Ltd (the "Company") that a Special General Meeting ("SGM") in accordance with section 3 of the Company's Bye-Laws shall be held on Friday, May 24, 2013 at 1:00 pm at Setterwalls Advokatbyrå, Arsenalsgatan 6 in Stockholm, Sweden.

Notice to attend etc.

Holders of depository receipts wishing to attend the General Meeting shall:

  • (1) be listed in the register of holders of depository receipts kept by Euroclear Sweden AB on Friday, May 17, 2013; and
  • (2) notify the Company of the intention to attend the General Meeting not later than Monday, May 20, 2013 at 1:00 pm by mail at the address General Meeting, Vostok Nafta Sverige AB, Hovslagargatan 5, 3rd floor, SE-111 48 Stockholm, Sweden, by telephone +46 8 545 015 50, by fax +46 8 545 015 54 or by e-mail to [email protected]. The holder of depository receipts shall state name, personal or company identification number, address as well as telephone number. If a holder of depository receipts intends to be represented by proxy, the name of the proxy holder shall be stated.

Holders of depository receipts which hold their receipts through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the General Meeting. Holders of depository receipts that want to obtain such registration must contact the nominee regarding this well in advance of Friday, May 17, 2013.

Proposed agenda

    1. Election of Chairman for the Meeting.
    1. Preparation and approval of voting list.
    1. Approval of the agenda.
    1. Election of one or two persons to check and sign the minutes.
    1. Resolution that the Meeting has been duly convened.
    1. Resolution to effect a sharesplit and mandatory share redemption programme.
  • (a) Resolution to execute a subdivision of shares.
  • (b) Resolution on the mandatory redemption of shares.
    1. Closing of the Meeting.

Proposed Resolutions

The following resolutions are proposed to be adopted as one single resolution. A valid resolution requires approval of shareholders representing at least two-third of both the votes casts and the shares represented at the SGM.

Item 6: Resolution to effect a share split and mandatory share redemption programme

The Board of Directors recommends that the SGM adopts a resolution to effect a mandatory redemption programme for all shareholders in accordance with the Items below.

Item 6 a: Resolution to execute a subdivision of shares

The Board of Directors recommends that the SGM adopts a resolution to execute a subdivision of shares, whereby each outstanding common share in the Company of par value USD 0.50 per share be divided into three shares, one common share of par value USD 0.35, one Redemption Share Class A of par value USD 0.13 and one Redemption Share Class B of par value USD 0.02 (together the "Redemption Shares"). In connection therewith, holders of Swedish Depository Receipts ("SDRs") representing shares in the Company will receive one Redemption Depository Receipt Class A ("RDR A") and one Redemption Depository Receipt Class B ("RDR B") for each SDR held, whereby one RDR A will represent one Redemption Share Class A and one RDR B will represent one Redemption Share Class B.

The Board of Directors proposes that the record day for the subdivision of shares shall be June 3, 2013. The last day for trading in the SDRs, including the right to receive RDR As and RDR Bs, will be May 29, 2013. No action is required from holders of SDRs in order to receive RDR Aa and RDR Bs. Trading in the RDR A and RDR B will take place on NASDAQ OMX Stockholm from June 4, 2013 up to and including June 18, 2013.

Item 6 b: Resolution to effect the mandatory redemption of shares

The Board of Directors recommends that the SGM adopts a resolution to transfer assets of the Company having a value of approximately USD 84 million to its shareholders by way of redemption of all issued and outstanding Redemption Shares, whereby each even number of 100 RDR A will entitle the holder to non-cash consideration consisting of 58 SDRs in Black Earth Farming Limited and each even number of 1,000 RDR B will entitle the holder to non-cash consideration consisting of 111 shares in RusForest AB (publ).

The Board of Directors also proposes that the record date for the share redemption shall be June 24, 2013. Delivery of SDRs in Black Earth Farming Limited and shares in RusForest AB (publ) is expected to be made to shareholders and holders of RDR As and RDR Bs on or around June 26, 2013 via Euroclear Sweden AB.

Any RDR A or RDR B held on the record date for the redemption which do not constitute an even number of 100 RDR A or 1,000 RDR B will be collected by a bank or securities broker appointed by the Company. SDRs in Black Earth Farming Limited and shares in RusForest AB (publ) received by such bank or securities broker will be sold on behalf of the holders of such RDR A and RDR B and the sale proceeds, after deduction for commissions and other costs in relation to the sale, will be paid to the holders via Euroclear Sweden AB.

Miscellaneous

An information brochure describing the proposals under item 6 above will be available as from May 10, 2013 at the Company's office at Hovslagargatan 5 in Stockholm, Sweden and at its website www.vostoknafta.com.

Stockholm, May 7, 2013

PARETO ÖHMAN AB THE BOARD OF DIRECTORS OF VOSTOK NAFTA INVESTMENT LTD