Annual General Meeting of Custos

Annual General Meeting of Custos The shareholders of Aktiebolaget Custos (publ) are hereby given notice to attend the Annual General Meeting to be held on Thursday, April 5, 2001 at 5:00 pm in Industrisalen, Industrihuset, Storgatan 19, Stockholm, Sweden. Notice to Attend, etc. Shareholders who wish to participate in the General Meeting · must be registered in the shareholder register maintained by VPC AB on Monday, March 26, 2001 and · must notify the company of their intent to participate in the General Meeting by writing to AB Custos, Box 1738, 111 87 Stockholm, Sweden or telephoning at +46 8-440 57 70 or telefaxing at +46 8-440 57 80. Notice of intent to attend must be received by the company not later than 4:00 pm on Monday, April 2, 2001. The notice must set forth the shareholder's name, personal identification/company number, shareholding, address, and daytime telephone number as well as information regarding any assistants the shareholder wishes to attend the meeting. In order to be entitled to participate at the General Meeting, shareholders who have their shares registered in the name of a nominee through the depository department of a bank or brokerage firm must temporarily register their shares in their own name with VPC AB. Shareholders desiring such re-registration must notify their nominees in due time prior to Monday, March 26, 2001 at which time such re- registration must be completed. Proposed Agenda 1. Opening of the meeting; 2. Election of the chairman of the meeting; 3. Preparation and approval of the voting register; 4. Approval of the agenda; 5. Election of two persons to attest to the minutes; 6. Determination of whether the meeting has been duly convened; 7. Presentation of the annual accounts and auditor's report as well as the consolidated financial statements and auditor's report for the group for the year 2000; 8. Remarks by the Chief Executive Officer; 9. Resolutions regarding: (a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet; (b) release from liability for the members of the Board of Directors and managing director; (c) allocations regarding the company's profits in accordance with the adopted balance sheet and determination of the record date for dividends (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. Resolution regarding a reduction of the share capital through a redemption of shares (see below); 15. Decision in principle regarding authorisation for the Board of Directors to carry out a synthetic repurchase of shares in the company (see below); 16. Other business; 17. Closing of the meeting. Proposed Resolutions Matter 9(c) - Proposal for allocation of profits The Board of Directors proposes that a dividend for the 2000 operating year be paid in the amount of SEK 16.50 per ordinary share. Tuesday, April 10, 2001 is proposed as the record date for the dividend. In the event the General Meeting adopts a resolution in accordance with this proposal, it is anticipated that the dividend will be disbursed by VPC AB on Tuesday, April 17, 2001. Matter 10 - Liquidation The Board of Directors proposes that the company not be placed in liquidation as the company's discount to net asset value has now been significantly reduced. Matter 12 - Proposal for fees to the Board of Directors and auditor Shareholders representing approximately 20 percent of the voting power of the company have proposed that the fees paid to the members of the Board of Directors who do not receive a salary from the company be fixed at a total of SEK 2,220,000 to be allocated amongst the Board of Directors in the discretion of the Board of Directors. Fees to the auditor for the period until the close of the next Annual General Meeting are proposed to be paid in accordance with regular invoicing by the auditor. Matters 11 and 13 - Proposal for the number of members of the Board of Directors and election of members of the Board of Directors Shareholders representing approximately 20 percent of the voting power of the company propose the number of members of the Board of Directors to be seven (7) without alternate members and the re-election of the members of the Board of Directors Per-Olof Eriksson, Christer Gardell, Leif Gustafsson, Sven Hagströmer, Magnus Henrekson, Sten K Johnson, Mats Qviberg. The Board Member Jonas Wahlström has asked not to be re-elected. Matter 14 - Reduction of the share capital through redemption of shares The Board of Directors proposes that the company's share capital be reduced by not less than SEK 91,067,800 through a redemption of not less than 3,642,712 ordinary shares. The exact number of shares for redemption will be reported in the Board of Directors' complete proposal prior to the General Meeting. The purpose of the reduction is to finally settle the synthetic repurchase programme which was carried out in accordance with the authorisation from the General Meeting in April 2000, through a repayment to Svenska Handelsbanken AB in its capacity as a shareholder of Custos. The sum which will be repaid for each redeemed share amounts to (i) the lowest listed transaction price for the company's ordinary share on April 6, 2001 less SEK 2 or (ii) the lowest listed transaction price for the company's ordinary share on March 28, 2001 minus SEK 2, whichever is less. Matter 15 - Authorisation regarding synthetic repurchase of shares in the company The Board of Directors proposes that the General Meeting adopt a resolution in principle authorising the Board of Directors, until the next Annual General Meeting, to carry out, on one or several occasions, the synthetic repurchase of not more than 4,000,000 shares, however corresponding to not more than SEK 1,000,000,000. The company shall thereupon enter into a swap agreement regarding the exchange of yield on interest-bearing funds in exchange for the return on Custos stock. The counterparty in the swap agreement will be offered the opportunity to redeem the shares which form the basis for the swap agreement. A forthcoming General Meeting will adopt the resolution regarding redemption. The accounts and an auditor's report will be made available commencing on March 22, 2001, as will the Board of Directors' complete proposal commencing on March 29, 2001, at the company's offices at the address set forth above and will be sent to shareholders who so request and who indicate their postal address. Stockholm, March 2001 AB Custos (publ) The Board of Directors This Press Release 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. ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/03/06/20010306BIT00070/bit0001.doc http://www.bit.se/bitonline/2001/03/06/20010306BIT00070/bit0002.pdf