STOCKHOLM, Sweden, March 12, 2004 (PRIMEZONE) -- The shareholders in Industriforvaltnings AB Kinnevik are hereby invited to an Extraordinary General Meeting on Friday 16 April 2004 at 09.00 a.m. CET at Brasserie by the Sea, Tullhus 2, Skeppsbron, Stockholm.
NOTIFICATION
Shareholders who wish to participate at the Extraordinary General Meeting shall
- have their names entered in the register of shareholders maintained by VPC AB (the Swedish Securities Register Center) on Tuesday 6 April 2004,
- notify the company of their intention to participate by no later than 3.00 p.m. on Wednesday 14 April 2004. The notification shall be made on the company's website, www.kinnevik.se, by telephone +46-433-747 56, or in writing to the company: Industriforvaltnings AB Kinnevik P.O. Box 2094 SE-103 13 Stockholm, Sweden
When giving notice of participation, the shareholder should state name, personal identification number (or company registration number), address, telephone number, shareholdings and any advisors attending. Shareholders who wish to be represented by a representative should submit a written power of attorney giving authorisation to a specific person together with the notice of participation. Written notifications should be marked "EGM". Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name in order to be entitled to participate in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 6 April 2004.
PROPOSED AGENDA
1. Election of Chairman of the Meeting. 2. Preparation and approval of the voting list. 3. Approval of the agenda. 4. Election of one or two persons to check and verify the minutes. 5. Determination of whether the Meeting has been duly convened. 6. Decision regarding offer to reclassify shares of Class A into shares of Class B. 7. Decision on approval of the merger plan. 8. Closure of the Meeting.
OFFER TO RECLASSIFY SHARES OF CLASS A INTO SHARES OF CLASS B
The Board proposes that the Extraordinary General Meeting resolves to make an offer to the holders of Class A shares, whereby each Class A share can be reclassified into one Class B share. Requests for reclassification shall be made during the period commencing on 18 May 2004 up to and including 16 June 2004 by application on a special form which will be submitted to the holders of Class A shares no later than 18 May 2004 and which will also be available on Kinnevik's website, www.kinnevik.se. The specific terms and conditions for the reclassification shall be decided by the Board.
APPROVAL OF THE MERGER PLAN
The merger plan
The Board of Directors of Industriforvaltnings AB Kinnevik (publ) ("Kinnevik") and the Board of Directors of Invik & Co. AB (publ) ("Invik") have prepared a merger plan dated 15 February 2004. The merger plan has been registered by PRV, and was made public on 1 March 2004. The merger plan with attachments has since that time been made available at the company's offices at Skeppsbron 18 in Stockholm and will be sent to those shareholders who request them and who state their postal address. An information memorandum regarding the merger, which includes the merger plan, an account of the background and reasons for the merger and a description of the merged company, which also constitutes an issue prospectus regarding the shares in Invik that will be issued as consideration in the merger, will be distributed to all known shareholders in Kinnevik on or around 19 March 2004 and will also be available on Kinnevik's website, www.kinnevik.se.
According to the merger plan, Invik will absorb Kinnevik. The consideration for the merger shall consist of 0.35 Class A shares in Invik for each Class A share in Kinnevik and 0.35 Class B shares in Invik for each Class B share in Kinnevik. The Board of Directors of Invik has proposed to the Extraordinary General Meeting in Invik to be held on 16 April 2004 to resolve on a share split whereby each share in Invik would be split into ten new shares. After such a share split has been completed, the merger consideration will instead amount to 3.5 Class A shares in Invik for each Class A share in Kinnevik and 3.5 Class B shares in Invik for each Class B share in Kinnevik.
Upon the registration of the merger by PRV, which is anticipated to take place in July 2004 at the earliest, Kinnevik will be dissolved and its assets and liabilities will be transferred to Invik. It is estimated that settlement of the merger consideration will take place no later than ten business days after the registration by PRV of the merger.
Miscellaneous
All the members of the Board of Directors of Kinnevik have participated in the preparation and administration of the merger plan, as well as Kinnevik's CEO. Of these, Cristina Stenbeck and Wilhelm Klingspor are also on the Board of Directors of Invik, and Anders Fallman is CEO of Invik.
The Board member Edvard von Horn and Kinnevik's CEO Vigo Carlund hold substantial numbers of shares in Invik. The Board of Directors would like to highlight these circumstances and the fact that an approval of the merger plan also means that the Meeting accepts the manner in which the merger plan has been administered.
Proposal
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the merger plan prepared by the Board as set out above.
Stockholm in March 2004 BOARD OF DIRECTORS
Industriforvaltnings AB Kinnevik was established in 1936 as an investment holding company. The Company's objective is to increase shareholder value, primarily through net asset value growth. The business consists of operating companies such as farming company MSLA and cartonboard and paper producer Korsnas AB, and a portfolio of long-term investments in a select number of listed companies such as Tele2 AB, Modern Times Group MTG AB, Millicom International Cellular S.A., Metro International S.A., Transcom WorldWide S.A. and Invik & Co. AB. Kinnevik plays an active role on the Boards of its subsidiaries and associated companies. Kinnevik's 'A' and 'B' shares are traded on the Stockholmsborsen 'A-list'.
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