STOCKHOLM, Sweden, March 25, 2003 (PRIMEZONE) -- Shareholders in Fastighets AB Tornet (publ) (Stockholm:TORN) are hereby notified that the Annual General Meeting of Shareholders will take place at 3 pm on Thursday, April 24, 2003 at the World Trade Center, New York-salen, Klarabergsviadukten 70 or Kungsbron 1, Stockholm.
Notification of attendance
Shareholders, who wish to participate in the Annual General Meeting, must:
-- be registered in the share register kept by VPC AB ("VPC") at the latest by Monday, 14 April 2003,
-- and must notify the company in writing of their attention to attend at the latest by 1 pm on Wednesday, April 16, 2003 at the address Fastighets AB Tornet, Box 623, SE-182 16 Danderyd, Sweden or by telephone (+46)8- 544 905 17.
Notification is to include the person's name, date of birth/Swedish personal identity no./address/telephone number, number of shares, and assistants (if any) at the meeting. Personal particulars will only be used in conjunction with the Annual General Meeting for the requisite registration and preparation of a voting list.
Shareholders, whose shares are nominee-registered, must request that their shares are temporarily registered in their own name at VPC in good time before April 14, 2003 to be able to participate in the Annual General Meeting. Requests are to be made to the nominee and must have been completed at the latest by Monday, April 14, 2003.
If participation takes place by virtue of a power of attorney, this is to be sent to the company in the original together with the notification of the intention to attend the Annual General Meeting.
Agenda
1. Opening of the meeting.
2. Election of a chairman at the meeting.
3. Drawing up and approval of the agenda.
4. Approval of the agenda.
5. Appointment of persons to check the minutes.
6. Consideration of whether the meeting has been duly convened.
7. Presentation of the annual accounts and the auditors' report and the
Group statement of income and the consolidated balance sheet for the
financial year 2002.
8. Address by the managing director.
9. Decision on adoption of the statement of income and balance sheet and
the Group statement of income and consolidated balance sheet.
10.Decision on appropriation of the company's profit and the record date.
11.Decision on discharge from liability for the board members and the
managing director.
12.Determination of the number of board members, who are to be appointed
by the Annual General Meeting.
13.Determination of the fees for the board and the auditors.
14.Election of members of the board.
15.The board's proposal for amendment of the articles of association. 16.Appointment of auditors.
17.The board's proposed decision on authorisation for the board to decide
on acquisition and transfer of Tornet's shares.
18.Motion by the Swedish Association of Share Investors concerning the
nominations committee for nomination of board members.
19.Conclusion of the meeting.
Proposed decisions
Item 10 Dividend and record date
The board proposes to the Annual General Meeting that a dividend of SEK 4.50 per share be paid for the financial year 2002. The board recommends that Tuesday, April 29, 2003 be set as the record date. If the Annual General Meeting accepts the board's proposal, it is expected that dividend can be sent out by VPC on Monday, May 5, 2003.
Items 12, 13, 14 and 16
With regard to the number of board members, fees for the board and auditors, and the election of the board and appointment of auditors, the nominations committee makes the following recommendations:
-- Seven ordinary board members.
-- A fee for the board of SEK 1,100,000 to be distributed by the board.
-- Auditors' fee to be paid according to the usual norms for charging.
-- It is proposed that the ordinary board members Goran Ahlstrom, Goran
Collert, Katja Elvang, Lars Gardo, Lars Hansson, Sverker Lerheden and
Karl-Evert Oskarsson be re-elected.
-- It is proposed that a new appointment be made of the public accounting
firms Ohrlings PricewaterhouseCoopers AB and Deloitte & Touche AB,
both for the period until the end of the annual general meeting of
shareholders in 2007.
The proposal is supported by shareholders who together represent more than 24 per cent of the votes and equity in the company.
Item 15 Amendments to the articles of association
The amendments entail substantially the following: # 7 A registered public accounting firm may be appointed as auditor.
Item 17 Authorisation, repurchase of Tornet's shares
It is proposed that the Annual General Meeting authorise the board, during the period until the next Annual General Meeting of shareholders, provided that the board deems it appropriate, to make a decision on one or more occasions on acquisition of Tornet's shares, with the right for the board to acquire as many shares as correspond to a tenth of the total number of shares of the company. If such repurchase is made, it shall take place through Stockholmsborsen. Acquisition shall take place at a price per share within the price interval registered on the stock exchange at the time of acquisition. It is proposed that authorisation given to the board also include the possibility to transfer repurchased shares, with or without a departure from the shareholders' right of priority, as payment when acquiring a business or for financing an acquisition of business or by cancelling these. In the event of transfer of repurchased shares, the reason for the departure from the priority right is that the company can, in such a transfer, obtain more favourable terms than could otherwise have been obtained. The board shall be able to decide on set-off or to otherwise attach conditions to the shares. It shall be possible to transfer shares in exchange for another compensation than money. In the event of cancellation of repurchased shares, the board shall put forward a proposal to a shareholders' meeting to decide on reduction of the share capital by cancellation. The purpose of any acquisitions shall be to achieve added value for the shareholders.
Item 18 Appointment of nominations committee
The Swedish Association of Share Investors has, in the capacity of shareholder, made a proposal according to which a nominations committee is to be appointed by the Annual General Meeting, consisting of members independent of the company, who represent the company's owners at the Annual General Meeting. The committee should include a representative of the smaller shareholders. Shareholders, who together represent more than 24 per cent of the votes and equity in the company, have notified that they will move that this proposal be rejected and instead intend to allow the nomination process to proceed so that the four largest shareholders will each appoint a representative at the end of the third quarter each year, who, together with the chairman of the board, will form the nominations committee which is to prepare a proposal for the board to be presented to the Annual General Meeting for decision. The composition of the nominations committee is to be published in conjunction with the company's nine- month interim report.
Shareholders may be accompanied by one or two assistants at the Annual General Meeting provided that the shareholder has made notification to this effect as provided for in the above Notification.
Coffee will be served from 2 pm.
Stockholm, March 2003
THE BOARD OF DIRECTORS
Danderyd, March 25, 2003 Fastighets AB Tornet (publ)
For further information, please contact: Sverker Lerheden, Managing Director, Fastighets AB Tornet, +46-8-544 905 00
Britt-Marie Einar, Information and IR Manager, Fastighets AB Tornet, +46- 8-544 905 08, +46-70-576 92 08
Fastighets AB Tornet is one of Sweden's major listed property companies. Its Swedish holding has a lettable area of around 2.9 million square metres and a book value of approximately SEK 19 billion. Almost 97 per cent of the property holdings, measured as book value, are in Sweden and mainly concentrated in Sweden's six largest cities and in Norrkoping and Karlstad. The properties are owned and managed by the subsidiaries ArosTornet, Malmstaden, MalarTornet, SkansTornet and Euro Tower.
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