Notice of the Annual General Meeting of the Shareholders of Custos

Notice of the Annual General Meeting of the Shareholders of Custos The shareholders in Aktiebolaget Custos (publ) ("the Company") are hereby invited to the Annual General Meeting at 4:30 p.m. on Tuesday, June 8, 2004 in the Auditorium, Moderna Museet, Skeppsholmen, 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 Central Securities Depository and Clearing Organization) as of Friday, May 28, 2004, and second notify the Company by mail at AB Custos, P.O. 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 Wednesday, June 2, 2004 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 names 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, May 28, 2004, 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 attest to the minutes of the proceedings 6. Determination of whether the Meeting has been duly convened 7. Presentation of the annual accounts and auditors' report for the Company and the Group for the financial year 2003 8. Address by the Chief Executive Officer 9. Resolutions: a) on adoption of the income statements and balance sheets of the Parent Company and the Group; b) on discharging the members of the Board of Directors and the Chief Executive Officer from liability for the financial year; c) on allocation of the Company's income according to the adopted balance sheet as well as approval of the record date for the dividend (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 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 on establishment of a nomination committee as well as assigning the Board to appoint remuneration and audit committees (see below) 15. Resolution on approval of merger plan (see below) 16. Adjournment of the Meeting Proposed resolutions Item 9(c) - Proposal on allocation of income The Board of Directors proposes that the dividend for the financial year 2003 be two (2) Series B shares in AcandoFrontec AB per ordinary Custos share. Friday, June 11, 2004 is proposed as the record date for the dividend. If the Meeting approves the proposal, the dividend - in the form of Series B shares in AcandoFrontec AB - is expected to be registered in the VP (securities) accounts of those entitled to the dividend on Tuesday, June 15, 2004. Item 10 - Liquidation The Board of Directors proposes, in light of the planned merger with Investment AB Öresund (see below), that the Company not be placed in liquidation. Items 11, 12 and 13 - Proposal on the number of members of the Board of Directors and alternate members, proposal on fees to be paid to the Board of Directors and auditors and proposal on election of members of the Board of Directors The Nomination Committee has issued the following proposals: · The number of members of the Board of Directors shall be seven (7) without alternates (Item 11). · The fees paid to members of the Board of Directors who do not draw a salary from the Company shall be unchanged and shall total SEK 1,010,000 for the period until the close of the next Annual General Meeting, to be allocated in a manner decided by the Board of Directors (Item 12). · The fees to the auditor for the period until the close of the next Annual General Meeting shall be paid in accordance with regular invoicing by the auditor (Item 12). · Re-election of Board members Per-Olof Eriksson, Leif Gustafsson, Sven Hagströmer, Magnus Henrekson, Sten K Johnson, Mikael Nachemson and Mats Qviberg (Item 13). Shareholders representing about 13 percent of the voting power in the Company have declared their support for the proposals of the Nomination Committee. By way of information, the Annual General Meeting in 2003 re-elected KPMG Bohlins AB as auditor for the period until the close of the Annual General Meeting in 2007. Item 14 - Proposal regarding nomination, remuneration and audit committees In its capacity as a shareholder in the Company, the Swedish Shareholders' Association has requested that the following items of business be discussed at the Annual General Meeting: 1. That the General Meeting shall appoint a nomination committee 2. That the General Meeting shall assign the Board of Directors to appoint a remuneration committee and an audit committee 1. Nomination committee The Annual General Meeting in 2003 approved the establishment of a nomination committee as well as guidelines for the committee's work. In preparation for the Annual General Meeting in 2004, two proposals concerning the nomination committee have been submitted. Shareholders representing about 13 percent of the voting power in the Company propose that the Annual General Meeting approve a resolution that there shall be a nomination committee to prepare and submit proposals to the shareholders of the Company regarding the election of Board members and, as appropriate, auditors as well as the determination of fees to be paid to the Board and the auditors. According to the proposal, the nomination shall occur in such a way that at the beginning of the fourth quarter of the year, the four largest shareholders each appoint a representative. An additional representative shall be appointed by the Chairman of the Board to represent the Company's small shareholders. Under the leadership of the Chairman, the committee shall then work out a proposal for the Board of Directors, to be submitted to the Annual General Meeting for a decision. The names of the shareholder representatives shall be published as soon as they have been appointed, but no later than the end of the fourth quarter of the year. The Swedish Shareholders' Association proposes that a nomination committee elected by the Annual General Meeting shall be established. The committee should consist of three to five persons independent of the Company, who are selected by the Annual General Meeting and represent the Company's shareholders. A representative of the smaller shareholders shall be included on the committee. 2. Remuneration and audit committees The Swedish Shareholders' Association has proposed that the Annual General Meeting approve a resolution to assign the Board to appoint a remuneration committee and an audit committee. According to the proposal, the remuneration and audit committees shall be committees reporting to the Board and entrusted with preparing items of business. The Board is of the opinion that in a company of Custos' size, remuneration and audit issues are best dealt with by the Board as a whole and therefore proposes that the Annual General Meeting vote to reject the proposal of the Swedish Shareholders' Association to establish a remuneration committee and an audit committee. Item 15 - Approval of merger plan The merger plan On April 25, 2004, the Boards of Directors of AB Custos (publ) ("Custos") and Investment AB Öresund (publ) ("Öresund") adopted a joint merger plan. According to the merger plan, Öresund will absorb Custos. Merger payment will consist of one (1) share in Öresund for each share in Custos. By means of registration of the merger with the Swedish Patent and Registration Office ("PRV"), which is expected to occur no earlier than in August 2004, Custos will be dissolved and its assets and liabilities will be transferred to Öresund. Disbursement of the merger payment is expected to occur no later than the tenth banking day after PRV's registration of the merger. The merger plan was registered by PRV, which was announced on May 7, 2004. Since then, the merger plan and documents attached to it have been kept available at the Company, address Norrlandsgatan 16, Stockholm, and will be sent free of charge to those shareholders who request it and who state their mailing address. The merger plan can be ordered by telephone at +46 8 440 57 70. Information memorandum An information memorandum concerning the merger - including the merger plan, an account of the background and rationale of the merger and a description of the merged company, and which constitutes a share issue prospectus concerning the shares in Öresund that will be issued as merger payment - will be distributed around May 25, 2004 to those shareholders of Custos whose mailing address is known at that time and will also be available on Custos' website, www.custos.se. * * * The accounts and auditors' report will be available beginning on May 25, 2004 at the Company at the above address. These documents will be sent to shareholders who request them and state their mailing address. Stockholm, May 2004 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. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/05/10/20040510BIT00130/wkr0001.pdf