STOCKHOLM, Sweden, Feb. 28, 2003 (PRIMEZONE) -- The shareholders of Wihlborgs Fastigheter AB (publ) are hereby given notice of an Annual General Meeting to be held on Wednesday 2 April 2003 at 5pm at Slagthuset, Jorgen Kocksgatan 7 A, Malmo, Sweden.
Shareholders who wish to attend the Annual General Meeting must: - be recorded in the shareholders' register maintained by VPC AB (Swedish Securities Register Centre) on Friday 21 March 2003. - no later than 4pm on Wednesday 26 March 2003 notify Wihlborgs of attendance and, where appropriate, of the shareholder's intention to be accompanied by no more than two assistants.
Notification of attendance of the Meeting may be effected in the following ways:
- by post to Wihlborgs Fastigheter AB, PO Box 97, SE-20120 Malmo, Sweden . by telephone on +46 (0)40 690 57 21 . by fax on +46 (0)40 23 45 52 . by e-mail to irene.johansson@wihlborgs.se
The notification must include the shareholder's name, civic registration number/corporate identity number, address, telephone number and number of shares owned.
Shareholders who have chosen to nominee-register their shares must, in order to attend the meeting, temporarily re-register their shares in their own names with VPC AB (Swedish Securities Register Centre) no later than Friday 21 March 2003. Requests for such registration must be made to nominees well in advance of that date, in order for it to be possible to arrange this.
Shareholders' proxies must, at the Meeting, show dated proxy documents which must not be more than one year old. Representatives of legal entities should show registration certificates or equivalent documents providing evidence of their authority.
Agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of voting list
4. Election of one or two persons to verify the minutes
5. Approval of agenda
6. Determination that the Meeting has been duly convened
7. Statement by Chief Executive Officer
8. Presentation of the annual report and the audit report, and the
consolidated accounts and the auditors' report on the consolidated
accounts
9. Resolutions concerning
a) adoption of the income statement and balance sheet, and of the
consolidated income statement and consolidated balance sheet
b) allocation of the Company's profit as shown in the adopted balance
sheet (see below)
c) discharge from personal liability of the Members of the Board and the
Chief Executive Officer
d) record date, in case the Meeting resolves to declare a dividend (see
below)
10. Resolution in respect of the number of Members of the Board
11. Determination of fees to be paid to the Members of the Board
and the auditors (see below)
12. The Chairman of the Meeting provides information about
positions held in other companies or organisations by those
concerned in the election of Members of the Board
13. Election of Members of the Board (see below)
14. Election of Nomination Committee
15. Resolution in respect of authorisation for the Board to acquire
and assign own shares (see below)
16. Any Other Business
17. Conclusion of the meeting
Proposed resolutions
Dividend, item 9 b and d
The Board proposes that the Annual General Meeting declare a dividend of SEK 4.50 per share in respect of the year 2002. The shareholders will be allocated one B-share in Klovern AB, whereby six Wihlborgs shares give entitlement to one B-share in Klovern AB. It is proposed the distribution of shares in Klovern AB be implemented as follows:
- At the Annual General Meeting, a resolution will be made on the distribution of subdivided shares. The subdivided share distributed entitles the holder, provided he has a further five subdivided shares, to receive one share in Klovern free of charge. On the record day, one share in Wihlborgs generates one subdivided share. This subdivided share, which in principle is the equivalent of 1/6 of a Klovern share, will be the object of trading. The shares which are not evenly divisible by six will automatically be sold free of charge on behalf of the shareholders.
- To avoid the problems which arise when a small number of shareholders in Wihlborgs receive a small parcel of shares in Klovern AB, it is proposed that shareholders in Wihlborgs who have 1,000 shares or less will get their shares sold without commission, provided they issue no other instructions.
- Handling of the distribution of subdivided shares will take place during the period between the proposed record day on 7 April and 20 May. By 14 March at the latest, the shareholders in Wihlborgs will receive special letters giving detailed information on all conditions and regulations regarding distribution of the Klovern shares.
- For the greater part of April 2003, trading in the subdivided shares will take place on the Stockholm Stock Exchange. This trading can be said to constitute trading in 1/6 Klovern shares.
Monday, April 7, 2003 is proposed as the record date for the dividend.
If the Annual General Meeting resolves in accordance with the proposal, the cash dividend is expected to be sent out by VPC AB on Friday 10 April 2003. Allocation of the subdivided shares will take place on 10 April 2003.
Election of Board etc., items 11, 12 and 14
The Nomination Committee proposes that the number of Members of the Board shall be seven. It is proposed that Gote Dahlin, Kerstin Fredriksson, Sven-Ake Johansson, Erik Paulsson, Mats Qviberg and Maths O. Sundqvist be re-elected. It is proposed that Stefan Dahlbo, deputy CEO of Investment AB Oresund, be newly elected.
Fees of SEK 850,000 are proposed for the Board, representing an increase of SEK 150,000, to be allocated as the Board may resolve. It is proposed that auditors' fees be paid as per invoice.
Shareholders representing more than 50 per cent of the total number of votes and the capital support the proposals.
Authorisation for the Board to acquire and assign own shares, item 15
The Board proposes that the Annual General Meeting resolve to grant the Board authority, until the next Annual General Meeting, to acquire and assign own shares.
No more than the number of shares which at any time correspond to 10 per cent of all the issued shares in the company may be acquired. Acquisition may take place through purchase on the Stockholm Stock Exchange. No more than the number of shares which at any time correspond to 10 per cent all of the issued shares in the company may be assigned. It shall be possible for assignment to take place both on the Stockholm Stock Exchange and, in deviation from the preferential right of the shareholders, to third parties at the time of property or company acquisition. Payment for assigned shares may be made in cash or through payment in kind or by offset, or otherwise subject to conditions.
The purpose of the authorisation is for it to be possible continuously to adapt the capital requirements of the company and consequently be able to contribute to increased shareholder value, and to be able to assign shares in connection with the financing of property and business acquisitions, by payment with the company's own shares. Miscellaneous The annual report and auditors' report and the Board's full proposals on other matters will be available at Wihlborgs' offices in Malmo and Nacka as from Wednesday 19 March 2003. Copies of the documents will be sent to those shareholders who so request and provide information on their postal address. Programme for Annual General Meeting
4 pm Entrance to the premises where the AGM is to be held is opened 5 pm The Annual General Meeting is opened
Light refreshments will be served after the Annual General Meeting.
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The following files are available for download:
http://www.waymaker.net/bitonline/2003/02/28/20030228BIT00560/wkr0001.doc
http://www.waymaker.net/bitonline/2003/02/28/20030228BIT00560/wkr0002.pdf