STOCKHOLM, Sweden, Feb. 8, 2002 (PRIMEZONE) -- The shareholders in Aktiebolaget Custos (publ) are hereby invited to an Extraordinary General Meeting at 10 a.m. on Monday, February 25, 2002 in SalenHuset (Forum auditorium), Norrlandsgatan 15, Stockholm, Sweden.
Notification etc.
Shareholders who wish to participate in the General Meeting must:
first
-- be included in the shareholder list maintained by VPC AB (the
Swedish Securities Register Center) as of Friday, February 15,
2002, and
second
-- notify the Company by mail at AB Custos, Box 1738, SE-111 87,
Stockholm, Sweden, or by telephone at +46 8 440 57 70 or fax at
+46 8 440 57 80 no later than 4 p.m. on Wednesday, February 20,
2002 that they intend to participate in the Meeting. This
notification must state the shareholder's name, personal or
corporate identity number, shareholding, address, daytime
telephone number and information about any assistants and, as
appropriate, information on representatives. As appropriate,
complete authorization documents such as registration
certificates shall be enclosed with the notification.
Nominee Shares
Shareholders whose shares have been registered in the name of a bank trust department or other nominee must temporarily re-register their shares in their own names with VPC AB to be entitled to participate in the Meeting. Shareholders wishing such re-registration must inform their nominee of this well before Friday, February 15, 2002, when such re- registration must have been completed.
Proxies etc.
Shareholders represented by proxies must issue a signed and dated power of attorney for the proxy. If this power of attorney is issued by a legal person, a certified copy of the registration certificate or equivalent ("registration certificate") for the legal person must be enclosed. The power of attorney and the registration certificate may not be older than one year. The original power of attorney and any registration certificate should be sent by letter to the Company at the above-stated address well before the Meeting.
Proposed agenda
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Establishment and approval of the voting list
4. Approval of the agenda
5. Election of two persons to check the minutes of the
proceedings
6. Determination of whether the Meeting has been convened
pursuant to the Company's articles of association
7. The proposal of the Board of Directors on a resolution to
approve the offer of redemption rights to the shareholders
(see point A below)
8. Adjournment of the Meeting
A. Proposal of the Board of Directors to offer redemption rights to the shareholders (item 7)
The Board of Directors proposes that the Extraordinary General Meeting approve a redemption offer. The reason for the proposed redemption is that the proposal is in line with the Custos strategy to maximize shareholder value through distribution of assets to its shareholders as long as the stock market values the company at a discount. The main contents of the proposal are as follows:
For each ordinary share, shareholders will receive one redemption right. In order to redeem two ordinary shares, five (5) redemption rights will be required. The record date at VPC AB in order for a shareholder to receive redemption rights shall be February 28, 2002.
Trading in redemption rights will take place on Stockholmsborsen (the Stockholm Stock Exchange) during the period March 7, 2002 through March 27, 2002. Shareholders shall be offered the opportunity to sell up to 125 redemption rights commission-free.
The registration period for redemption shall be March 7 through April 3, 2002. Registration to sell redemption rights commission-free must take place during the period March 7 through March 20, 2002. Registration must occur using a special registration form that will be distributed to persons directly registered as shareholders on the record date and will be available at Svenska Handelsbanken from the beginning of the redemption period.
The redemption payment per share shall be SEK 250. The total redemption payment in case of full exercise of all redemption rights, equivalent to 5,430,804 redeemed ordinary shares in Custos, will amount to SEK 1,357,701,000. Disbursement of the redemption payment is expected to occur around May 8, 2002.
Completion of the redemption offer is conditional upon the necessary approvals by the Annual General Meeting to be held on April 19, 2002, or another day stated in the notice of the Meeting, of resolutions reducing Custos' share capital as a consequence of the redemption offer and stating the final number of shares redeemed and the final total redemption payment as well as changing the share capital limits in the Articles of Association.
The Board's complete proposal for decisions related to item 7 will be available at the Company beginning on February 18, 2002 (mailing address AB Custos, Box 1738, SE-111 87 Stockholm, Sweden; street address Norrlandsgatan 16), and will be sent to those shareholders who request it and state their mailing address.
The Board of Directors
This notice is published in Swedish and English. In the event of any difference between the English version and the Swedish original, the Swedish version shall govern.
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