General Meeting in Custos

General Meeting in Custos The shareholders of Aktiebolaget Custos (publ) are hereby invited to an extraordinary general meeting on Thursday 8 February 2001 at 9.00 a.m. in Johnsonsalen at IVA's Conference Centre, Grev Turegatan 16, Stockholm, Sweden. Right to Attend To be entitled to attend the general meeting, the shareholder shall - be registered in the shareholders' register kept by VPC AB on Monday 29 January 2001, - as well as give notice of attendance to the company no later than on Friday 2 February 2001 at 4.00 p.m. Nominee shareholders who have registered their shares by a bank or an investment firm must, in order to be entitled to attend the general meeting, temporarily register their shares in their own names. Such registration must be effectuated on Monday 29 January 2001, which means that the shareholder in due time before such date must notify its nominee. Notice of Attendance Notice of attendance at the general meeting may be given in writing to AB Custos, P.O. Box 1738, SE-111 87 Stockholm, or by telephone +46-(0)8-440 57 70 or via telefax +46-(0)8-440 57 80. When giving notice of attendance, please state name, personal identity number (date of birth) or corporate identity number, address, telephone number and holdings of shares as well as, where applicable, information regarding representatives, proxies and assistants. Complete documents showing the due authorisation of representatives such as certificates of registration and proxies shall, where applicable, be attached to the notice of attendance. Proposed Agenda 1 Opening of the general meeting . 2 Election of chairman of the general meeting . 3 Preparation and approval of the voting list . 4 Approval of the agenda for the general meeting . 5 Election of two persons to check the minutes . 6 Determination of whether the general meeting has been . duly convened 7 The Board of Directors' proposal regarding reduction . of the share capital through redemption of ordinary shares and new issue of Class C shares (see below) 8 Conclusion of the general meeting The Board of Directors' proposal regarding reduction of the share capital through redemption of ordinary shares and new issue of Class C shares (item 7) The proposal involves the completion of the redemption offer resolved by the extraordinary general meeting on 5 December 2000 (hereinafter referred to as the "Redemption Offer"). The acceptance period for the offer expires on 22 January 2001, and by reason thereof the Board of Directors chiefly proposes the following. Reduction of the share capital through redemption of ordinary shares The company's share capital shall be reduced through redemption of ordinary shares. The reduction shall be effected by an amount equivalent to the total nominal amount of the ordinary shares which are offered for redemption pursuant to the Redemption Offer (hereinafter referred to as the "Reduction Amount"). The highest number of shares which may be offered for redemption and will thereby be redeemed is 6,157,320. The exact number of ordinary shares which are proposed to be redeemed is set forth in the complete proposal which will be made available according to the below. The purpose of the reduction of the share capital is repayment to the shareholders of a redemption sum per redeemed ordinary share consisting of two shares of either Class A or Class B in Svenska Cellulosa Aktiebolaget SCA. New issue of Class C shares Concurrently with the adoption of the resolution regarding reduction of the share capital according to the above, the company's share capital shall be increased by an amount equivalent to the Reduction Amount through the issue of new Class C shares. The new shares shall be issued at a price of SEK 25 per share. The right to subscribe for the new shares shall only vest in Svenska Handelsbanken AB. The new shares must be subscribed and paid for in cash immediately on 8 February 2001. The reason for deviation from the shareholders' pre-emption rights is to effectively carry out the reduction procedure without the time delay which would otherwise arise. The complete proposal by the Board of Directors according to item 7 and documents in accordance with chapter 4 section 4 of the Swedish Companies Act will be held available at the company's office as from Thursday 1 February 2001 and will be sent to shareholders which so request. Stockholm in January 2001 Aktiebolaget Custos (publ) the Board of Directors ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2001/01/22/20010122BIT00390/bit0001.doc http://www.bit.se/bitonline/2001/01/22/20010122BIT00390/bit0002.pdf