NovaCast Technologies Ltd. (publ.) Press release from extraordinary general meeting 24 February 2010


NovaCast Technologies Ltd. (publ.) Press release from extraordinary general
meeting 24 February 2010

At the extraordinary general meeting on 24 February 2010 a unanimous general
assembly accepted the Board's decision about a private placement new shares
issue of 40 MSEK to Fouriertransform AB. The issue price is 6 SEK per share and
the number of shares will thereby increase with 6.666.667 to 20.273.828 and
Fouriertransform will have a participating interest of 32,9% of the capital and
24,3% of the voting rights. The shares have been subscribed to and payment will
be made no later than 26 February.


Fouriertransform AB is a wholly-owned state venture capital firm for investments
within the automotive industry. The company was established in December 2008
with equity of 3 billion SEK. Lars-Olof Gustafsson is Chairman of the Board and
Per Nordberg is CEO since January 1, 2010. 

Fouriertransform's main business is investing in business activities that are
considered capable of contributing to upholding the Swedish automotive
industry's leading global position, particularly in the area of environment and
safety. 
Fouriertransform invests in projects related to ground vehicles. A wide variety
of products and solutions can be included here, for example weight reduction,
friction reduction, engine and fuel reduction, as well as IT solutions and
software. It is vital that these projects can be commercialized and are
innovative, that they will be lucrative. 

In view of the shares issue current major shareholders Hans Svensson and
Investment Management Sweden AB (Main share holders), a limited company owned by
Mr. Svensson, have reached a shareholder agreement with Fouriertransform AB. The
agreement contains regulations regarding how the parties will vote on specific
issues, mainly related to changes in articles of association, changes in share
capital including issue of convertibles, share warrants and other instruments
that may entitle to ownership of shares in the Company, dividends, essential
changes in Company's business activities, liquidation, fusion, sharing and
issuing of incentive programs. If parties are unable to reach an agreement they
shall hold a mediation meeting. In cases where parties are unable to reach an
agreement after a mediation meeting, the Main shareholder will undertake to vote
against proposal(s) about a decision regarding the specific issues, should
Fouriertransform vote against such proposal(s). The objective is in reality to
give Fouriertransform a form of veto right in certain important issues. In
accordance with the shareholder agreement the Main shareholder also undertakes
to vote for election into the Company's board of up to two members suggested by
Fouriertransform. The Company's board currently consists of five members. Both
parties also have first right on purchase of each other's shares.  

The shareholder agreement causes mandatory bids, from which exemption has been
applied for and granted by the Swedish Securities Council at a meeting on
February 1, 2010.

Fouriertransform is subscribing to 310.000 A-series shares and 6.356.667
B-series shares in the issue.
The number of shares to date, before the issue, is 13 607 161, of which 1 770
111 are A-series shares and 11 837 050 B-series shares, which corresponds to a
total of 29 538 160 voting rights. A-series shares entitle shareholder to ten
votes and B-series shares to one vote. After the issue, the number of A-series
shares will be 2.080.111 and B-series shares will be 18.193.717, giving a total
of 20.273.828 shares and 38.994.827 votes. 

After completion of the issue the Main shareholder will own approx. 40,3 % of
the number of votes and approx. 10,1 % of share capital in the Company and
Fouriertransform will have approx. 24,3 % of the number of votes and approx.
32,9 % of share capital. 

The extraordinary general meeting was held at Company offices in Ronneby,
Sweden.

For information kindly contact CEO Hans Svensson, +46 70 565 22 50. 
Visit our website www.novacast.se

Attachments

02242420.pdf