STOCKHOLM, Sweden, March 19, 2002 (PRIMEZONE) -- The shareholders in Aktiebolaget Custos (publ) are hereby invited to the Annual General Meeting at 3 p.m. on Friday, April 19, 2002 in the Polhemssalen auditorium, Ingenjorshuset City Konferensen, Malmskillnadsgatan 46, 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 Central Securities Depository and Clearing
Organization) as of Tuesday, April 9, 2002, and
Second:
-- notify the Company by mail at AB Custos, P.O. 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 Tuesday, April 16, 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 Tuesday, April 9, 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 attest to the minutes of the
proceedings
6. Determination of whether the Meeting has been duly convened
7. Presentation of the annual accounts and auditors' report for
the Company and the Group for the financial year 2001.
8. Address by the Chief Executive Officer
9. Resolutions:
(a) on adoption of the income statements and balance sheets of
the Parent Company and the Group;
(b) on discharging the members of the Board of Directors and the
Chief Executive Officers from liability for the financial
year;
(c) on allocation of the Company's income according to the
adopted balance sheet as well as approval of the record date
for the dividend (see below)
10. Determination of whether the Company shall be placed in
liquidation (see below)
11. Determination of the number of members of the Board of Directors
and alternate members to be appointed by the General Meeting
(see below)
12. Determination of the fees to be paid to the Board of Directors
and auditors (see below)
13. Election of the members of the Board of Directors and alternate
members (see below)
14. The Board's proposal to amend the Articles of Association
(see below)
15. The Board's proposal on (1) a reduction in the Company's share
capital through redemption of ordinary shares, (2) a new issue of
Series C shares and (3) a reduction in the share capital through
redemption of Series C shares (see below)
16. Decision in principle authorizing the Board of Directors to carry
out synthetic buy-backs of Custos' own shares (see below)
17. Other business
18. Adjournment of the Meeting
Proposed Resolutions
Item 9(c) - Proposal on Allocation of Income
The Board of Directors proposes that a dividend of SEK 14.50 per ordinary share be paid for the financial year 2001. Wednesday, April 24, 2002 is proposed as the record date for the dividend. If the Meeting approves the Proposal, the dividend is expected to be paid by VPC AB on Monday, April 29, 2002.
Item 10 - Liquidation
The Board of Directors proposes that the Company not be placed in liquidation, since in the judgment of the Board, the Company's investment company discount will be reduced.
Item 12 - Proposal on Fees to the Board of Directors and Auditor
Shareholders representing more than 40 percent of the voting power in the Company propose that fees paid to members of the Board of Directors who do not receive a salary from the Company be paid in an unchanged amount, totaling SEK 2,020,000, for the period until the close of the next Annual General Meeting, to be allocated as determined by the Board of Directors. These shareholders propose that fees to the auditors for the period until the close of the next Annual General Meeting be paid in accordance with regular invoicing by the auditors.
Items 11 and 13 - Proposal on the Number of Members of the Board of Directors and Election of Members of the Board of Directors
Shareholders representing more than 40 percent of the voting power in the Company propose that the number of members of the Board of Directors shall be seven (7) without alternate members and propose the re-election of Board members Per-Olof Eriksson, Leif Gustafsson, Sven Hagstromer, Magnus Henrekson, Sten K Johnson, Mikael Nachemson and Mats Qviberg.
Item 14 - Amendment to the Articles of Association
The proposal signifies amending Para. 3 of the Articles of Association in such a way that the share capital of the Company shall comprise a minimum of MSEK 100 and a maximum of MSEK 400 and amending Para. 4 of the Articles of Association in such a way that the Company may issue a maximum of 16 million ordinary shares.
Item 15 - Proposal on 1) a Reduction in the Company's Share Capital Through Redemption of Ordinary Shares, (2) A New Issue of Series C Shares and (3) A Reduction in the Share Capital Through Redemption of Series C Shares
The proposal signifies the completion of the redemption offer approved by an Extraordinary General Meeting of the Company on February 25, 2002 ("the Redemption Offer"). The registration period for the offer expires on April 3, 2002. Because of this, the Board of Directors is submitting proposals whose main contents are as follows.
(1) A Reduction in the Company's Share Capital Through Redemption of
Shares
The Company's share capital shall be reduced through redemption of ordinary shares. The reduction will occur in an amount equivalent to the total nominal (par) amount of the ordinary shares that are registered for redemption through the Redemption Offer ("the Reduction Amount"). The maximum number of ordinary shares that may be registered for redemption and thus be redeemed is 5,430,804, equivalent to a reduction amount of SEK 135,770,100. The exact number of ordinary shares proposed for redemption and the exact reduction amount will be specified in the complete proposal, which will be made available as stated below. The purpose of the reduction in share capital is to repay to the shareholders a cash redemption payment of SEK 250 per share redeemed.
(2) A New Issue of Series C Shares
Simultaneously with the decision to reduce the Company's share capital as stated above, the Company's share capital shall be increased by an amount equivalent to the Reduction Amount through a new issue of Series C shares. The new shares shall be issued at a price of SEK 25 (nominal amount) per share. Only one institutional player ("the Institution"), which will be specified in the complete proposal that will be made available as stated below, shall be entitled to subscribe to the new shares. The new shares shall be subscribed and paid for immediately in cash on April 19, 2002. The reason for this departure from the preferential right of Custos' shareholders is to enable the Company to implement the reduction procedure efficiently without the time delay that would otherwise occur. The Institution shall submit the Series C shares for redemption as stated below.
(3) A reduction in the Share Capital Through Redemption of Series C
Shares
The Company's share capital shall be reduced in an amount equivalent to the Reduction Amount. This reduction shall be implemented through redemption of all Series C shares. The purpose of the reduction is to repay the shareholder in the amount of SEK 25 per share redeemed plus an interest factor. The redemption presupposes that the new issue of Series C shares as stated above has been registered. Simultaneously with the reduction, the intention is to allocate an amount equivalent to the Reduction Amount to the statutory reserve.
Item 16 - Authorization Regarding Synthetic Buy-Backs of Custos' Own Shares
The Board of Directors proposes that the General Meeting adopt a resolution in principle authorizing the Board of Directors, by no later than the next Annual General Meeting, to carry out, on one or more occasions, synthetic buy-backs of no more than 1,500,000 of Custos' own shares, however equivalent to a total amount not to exceed MSEK 400. The Company shall thereupon enter into a "swap agreement" regarding the exchange of the return on interest-bearing funds for the return on Custos' shares. The counterparty in the swap agreement shall be offered the opportunity to redeem the shares that form the basis of the swap agreement. A forthcoming General Meeting shall vote on a resolution concerning redemption.
The accounts and auditors' report will be available beginning on April 5, 2002, and the complete proposals (including the Articles of Association in its new wording) of the Board of Directors will be available beginning on April 12, 2002 at the Company at the above address. These documents will be sent to shareholders who request them and state their mailing address.
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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