STOCKHOLM, Sweden, Nov. 28, 2003 (PRIMEZONE) -- The shareholders in Boliden AB (publ) are hereby summoned to attend an extraordinary shareholders' meeting at 3.00 p.m. (CET) on Thursday, December 18, 2003, at Expolaris Kongresscenter, Kanalgatan 73-75 in Skelleftea, Sweden
Right to attend Shareholders that wish to attend the extraordinary shareholders' meeting must - be registered in the shareholders register held by VPC AB (the Swedish Securities Register Center) on December 8, 2003, and - no later than 4.00 p.m. (CET) on December 12, 2003, notify the company of their attendance at the shareholders' meeting (see below).
Shareholders that have their shares held by trustees must, in order to have the right to attend the shareholders' meeting, temporarily register their shares in their own name in the share register held by VPC. Shareholders who wish to make such re-registration must notify their trustee in ample time before December 8, 2003.
Notification etc A notification to attend the shareholders' meeting can be made by mail sent to Boliden AB, Koncernstab Juridik, Box 5001, SE-194 05 Upplands Vasby, Sweden; per telephone +46-(0)8-610 15 49 workdays 9.00-11.30 a.m. and 1.00-4.00 p.m. (CET); per fax +46(0)8-30 95 36; or on the Boliden's web site www.boliden.com. Such notification should state the shareholder's name, personal identification number or registration number, address, telephone number (day time), and information on number of counsels, and information on deputies or representatives. Where appropriate, complete qualification documents such as registration certificate and power of attorney should be enclosed. The notification is confirmed with an admission pass, which is presented at the shareholders' meeting.
Shareholders who are represented through a representative must issue a dated power of attorney on behalf of the representative. If the power of attorney is issued by a legal entity, a confirmed copy of a registration certificate or similar for that legal entity must be enclosed. The power of attorney and the registration certificate must not be older than one year. To facilitate the admission at the shareholders' meeting, the original power of attorney and any registration certificate should be sent to the company by mail, to the above address, in ample time before the shareholders' meeting.
Proposed agenda 1 Opening of the shareholders' meeting and election of chairman at the meeting
2 Preparation and adoption of the voting list
3 Adoption of the proposed agenda
4 Election of one or two persons to verify the minutes
5 Determination whether the shareholders' meeting has been duly convened
6 The board of director's proposal on authorisation to issue new shares
7 Determination on the number of board members and deputy board members
8 Election of board members and deputy board members 9 Conclusion of the shareholders' meeting
Background to the proposals to the shareholders' meeting On October 25, 2003, Boliden announced that Boliden had entered into agreements relating to the purchase of the Finnish company Outokumpu's mining and smelting operations within zinc and copper, and to the divestiture of the Fabrication and Technology Sales operations to Outokumpu. From the agreements mentioned, which are hereinafter referred to as the Transaction Agreements, it is evident that the completion of the transaction with Outokumpu requires that the shareholders' meeting resolves in accordance with the proposal by the board of directors under item 6 and the shareholder proposal for election of new board members under item 8. This means that the shareholders are given the opportunity to decide on the transaction with Outokumpu at the extraordinary shareholders' meeting. In ample time before the extraordinary shareholders' meeting an information memorandum regarding the transaction with Outokumpu will be distributed to the shareholders.
Authorisation on issuances of new shares (item 6) With reference to the Transaction Agreements, the board of directors proposes that the extraordinary shareholders' meeting resolves to authorise the board of directors, for the period up to the next annual shareholders' meeting, to adopt decisions on: 1) issuance of new shares with payment in kind, as well as 2) issuance of new shares with preferential rights for the shareholders. The board of directors shall only be entitled to exercise the authorisations for decisions on an issue in kind whereby such assets are acquired that are referred to in the Transaction Agreements and a rights issue in which the shares issued in the issue in kind are entitled to participate. The board of directors' entire proposal on authorisation on issuances of new shares, together with documents in accordance with Chapter 4 Section 4 as well as Section 6 of the Swedish Companies Act, are held available at the company at the above address as from December 11, 2003, and will be sent to shareholders who so request and state their postal address.
Election of new board members (items 7 and 8) Shareholders representing approximately 30 percent of the votes and capital in the company proposes that the board of directors, on the part elected by the shareholders' meeting, continuously shall consist of eight board members without deputy board members; that board members Gun Berglund, Goran Collert, Sverker Martin-Lof and Kjell Nilsson are dismissed; and that Satu Huber, Tapani Jarvinen, Christoffer Taxell and Risto Virrankoski are elected new board members. Board members Carl Bennet, Marie Berglund, Jan Johansson and Anders Sundstrom remain board members as elected by the annual shareholders' meeting.
The resolutions pursuant to items 7 and 8 shall concern the period up until the end of the next annual shareholders' meeting and come into effect under the condition that, and with effect as from the time of which, Boliden takes possession of assets that are acquired from the Outokumpu group in accordance with the Transaction Agreements.
Stockholm, November 2003
Boliden AB (publ) The Board of Directors
For further information please contact: Ulf Soderstrom, Vice President Public Relations, telephone +46 8 610 15 57, +46 70 618 95 95
Boliden is an international mining and metal-producing company that mines, processes and markets copper, zinc, lead, gold and silver. Boliden owns seven mines and two smelting plants in Sweden and one mine in Canada. The range of activities also includes sales of technology. Copper and brass products are manufactured at plants in Europe. The number of employees is approximately 3 800 and the turnover amounts to approximately 10 billion SEK annually. The Boliden share is quoted on the Stockholm Stock Exchange in Sweden as well as on the Toronto Stock Exchange in Canada. www.boliden.com
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