General Meeting of the Shareholders of Custos

General Meeting of the Shareholders of Custos The shareholders in Aktiebolaget Custos (publ) are hereby invited to an Extraordinary General Meeting at 3 p.m. on Tuesday, October 9, 2001 in SalénHuset (Forum auditorium), Norrlandsgatan 15, Stockholm, Sweden. Notification etc. Shareholders who wish to participate in the General Meeting must first, be included in the shareholder list maintained by VPC AB (the Swedish Securities Register Center) as of Friday, September 28, 2001, and second, notify the Company by mail at AB Custos, Box 1738, SE-111 87, Stockholm, Sweden, or by telephone at +46 8 440 57 70 or fax at +46 8 440 57 80 no later than 4 p.m. on Friday, October 5, 2001 that they intend to participate in the Meeting. This notification must state the shareholder's name, personal or corporate identity number, shareholding, address, daytime telephone number and information about any assistants and, as appropriate, information on representatives. As appropriate, complete authorization documents such as registration certificates shall be enclosed with the notification. Nominee shares Shareholders whose shares have been registered in the name of a bank trust department or other nominee must temporarily re-register their shares in their own name with VPC AB to be entitled to participate in the Meeting. Shareholders wishing such re-registration must inform their nominee of this well before Friday, September 28, 2001, when such re- registration must have been completed. Proxies etc. Shareholders represented by proxies must issue a signed and dated power of attorney for the proxy. If this power of attorney is issued by a legal person, a certified copy of the registration certificate or equivalent ("registration certificate") for the legal person must be enclosed. The power of attorney and the registration certificate may not be older than one year. The original power of attorney and any registration certificate should be sent by letter to the Company at the above-stated address well before the Meeting. Proposed agenda 1. Opening of the Meeting 2. Election of the Chairman of the Meeting 3. Establishment and approval of the voting list 4. Approval of the agenda 5. Election of two persons to check the minutes of the proceedings 6. Determination of whether the Meeting has been convened pursuant to the Company's articles of association 7. The proposal of the Board of Directors on a resolution to approve the offer of redemption rights to the shareholders (see point A below) 8. The proposal of the Board of Directors on a resolution to approve the reduction in the Company's statutory reserve (see point B below) 9. Election of new Board member (see point C below) 10. Adjournment of the Meeting A. Proposal of the Board of Directors to offer redemption rights to the shareholders (item 7) The Board of Directors proposes that the Extraordinary General Meeting approve a redemption offer. The reason for the proposed redemption is that the Board wishes to minimize the need for capital from AB Custos' own balance sheet. The redemption procedure will also achieve a better balance in the share portfolio of AB Custos. In addition, this redemption will give the Company's shareholders direct ownership in Perbio Science AB ("Perbio"). In the opinion of the Board, there are good prospects for good future return on Perbio shares. The main contents of the proposal are as follows: For each ordinary share, shareholders will receive one redemption right. In order to redeem one ordinary share, four (4) redemption rights will be required. The record date at VPC AB in order for a shareholder to receive redemption rights shall be October 12, 2001. Trading in redemption rights will take place on Stockholmsbörsen (the Stockholm Stock Exchange) during the period October 22, 2001 through November 5, 2001. Shareholders shall be offered the opportunity to sell up to 200 redemption rights without paying a brokerage fee. The registration period for redemption shall be October 22 through November 8, 2001. Registration to sell redemption rights without paying a brokerage fee must take place during the period October 22 through October 29, 2001. Registration must occur using a special registration form that will be distributed to persons directly registered as shareholders on the record date and will be available at Svenska Handelsbanken from the beginning of the redemption period. The redemption payment per share shall consist of three (3) shares in Perbio. The total redemption payment in case of full exercise of all redemption rights, equivalent to 4,507,663 redeemed ordinary shares in Custos, will amount to 13,522,989 shares in Perbio, which are reported in Custos' balance sheet at a book value totaling SEK 488,670,416. Disbursement of the redemption payment, consisting of shares in Perbio, is expected to occur around December 5, 2001. Completion of the redemption offer is conditional upon the necessary approvals by an Extraordinary General Meeting to be held on November 23, 2001, or another day stated in the notice of the Meeting, of resolutions reducing Custos' share capital as a consequence of the redemption offer and stating the final number of shares redeemed and the final total redemption payment. B. Proposal of the Board on reduction in the statutory reserve (item 8) The Board of Directors proposes that the Extraordinary General Meeting approve a reduction in the Company's statutory reserve by SEK 414,162,394 for repayment to the shareholders or for allocation to unrestricted equity. In order to be adopted, the proposed resolution on reduction in the statutory reserve requires the approval of shareholders with two thirds of both votes cast and shares represented at the Meeting. C. Election of new Board member (item 9) Because Christer Gardell is resigning as a member of the Board of Directors and as Chief Executive Officer, shareholders representing more than 50 per cent of the voting power in the Company propose that the incoming Chief Executive Officer, Mikael Nachemson, be elected a new member of the Board. * * * The Board's complete proposals for decisions by the Extraordinary General Meeting related to items 7 and 8, as well as the documents required by Chapter 4, Section 4 of the Swedish Companies Act, will be available at the Company beginning on October 2, 2001 (mailing address AB Custos, Box 1738, SE-111 87 Stockholm, Sweden; street address Norrlandsgatan 16), and will be sent to those shareholders who request it and state their mailing address. Stockholm, September 2001 AKTIEBOLAGET CUSTOS (publ) The Board of Directors This notice 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. For more information regarding the Extraordinary Shareholders Meeting, see link (in Swedish) ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0001.doc http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0002.pdf http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0003.doc Appendix1 http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0004.doc Appendix2 http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0005.doc Appendix3 http://www.waymaker.net/bitonline/2001/09/21/20010921BIT00510/bit0006.doc Appendix4