Notice to Attend an Annual General Meeting of the Shareholders of Europolitan Hol

Notice to Attend an Annual General Meeting of the Shareholders of Europolitan Holdings AB (publ) The shareholders of Europolitan Holdings AB (publ) (the "Company") are hereby given notice to attend an annual general meeting of the shareholders on Tuesday, 26 June 2001, at 3:00 pm at Moderna Muséet, Skeppsholmen, Stockholm. Notice Shareholders who wish to participate at the shareholders meeting must be registered in the shareholders register maintained by VPC AB on Friday, 15 June 2001, and submit notice of their intention to participate at the shareholders meeting not later than 1:00 pm on Wednesday, 20 June 2001 to the following address: Europolitan Holdings AB, Box 5251, 102 46 Stockholm, by fax: +46 8-678 09 80, by telephone: +46 8-678 09 50, or by e-mail: bolagsstamma01@europolitan.se. The notice should state your name, national identification number or company number, address, and telephone number. In order to be entitled to participate at the company meeting, shareholders who have caused their shares to be nominee-registered through a bank's notary department or other nominee must temporarily cause such shares to be registered in their own name in the shareholders register maintained by VPC AB. Such re-registration should be requested of the nominee in due time and must be effected not later than Friday, 15 June 2001. Business 1. Election of a chairman for the meeting 2. Preparation and approval of the voting register 3. Approval of the agenda 4. Election of one or two persons who shall attest the minutes 5. Determination of whether the meeting was duly convened 6. Presentation of the annual report and auditor's report and the consolidated financial statements and the auditor's report for the group 7. Address by the Managing Director 8. Resolutions regarding: a) the adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet, b) allocation of the company's profits in accordance with the adopted balance sheet, and c) release from liability of members of the Board of Directors and the Managing Director for the period covered by the accounts. 9. Determination of fees for the members of the Board of Directors and auditors 10. Determination of the number of members of the Board of Directors and alternate members to be appointed by the meeting 11. Election of the members of the Board of Directors and alternate members 12. Resolutions regarding the issuance of debentures with warrants, etc 13. Authorization for the Board of Directors to adopt resolutions regarding the purchase of shares in the Company 14. Resolutions regarding the approval of the parent company Vodafone's decision to offer to implement an incentives program including employees in the Europolitan Holdings-group 15. Other matters 16. Closing of the meeting. Proposed Resolutions 8 b. Dividends The Board of Directors proposes that no dividend is given for the 2000/2001 financial year. The proposal is motivated by the large investments that are required for the building of the UMTS-network during the financial years to come. 10. Determination of the number of members of the Board of Directors and alternate members By the Board of Directors appointed Nomination Committee has proposed that the Board of Directors shall consist of eight by the shareholders meeting elected members and two by the shareholders meeting elected alternate members. The Vodafone Group, which owns shares representing approximately 71 percent of the total voting capital of the Company, has notified the Company of its intention to vote in accordance with the Nomination Committee's proposal. 11. Election of members and alternate members to the Board of Directors By the Board of Directors appointed Nomination Committee has notified the company of the following nominations to the Board of Directors. It is proposed that Devin Brougham and Ulf J. Johansson be re-elected to the Board of Directors, and that Peter Bamford, Paul Donovan, Stefan Elving, Tim Harrabin, Ian Maxwell and Ulf Spendrup be newly elected to the Board of Directors. The members of the Board of Directors Jeremy Forword, Julian Horn-Smith and Hans Kuropatwa have declined re-election. It is proposed that Jon Risfelt be re-elected as alternate member, and that Jeremy Forword be newly elected as alternate member. The alternate members Mark Carey, Adriana Nugter and John Townsend have declined re- election. The Vodafone Group, which owns shares representing approximately 71 percent of the total voting capital of the Company, has notified the Company of its intention to vote in accordance with the Nomination Committee's aforementioned nominations. 12. Resolutions regarding the issuance of debentures with warrants, etc. A. Issue of debentures with warrants to subscribe for shares in the Company The Board of Directors proposes that the shareholders meeting adopt a resolution according to which the Company issues two separate series of debentures with warrants to subscribe for shares in the Company (the "Debentures"), with separate periods for the warrants, subject to the following conditions. Each series of debenture shall have a nominal value not exceeding SEK 10,000. One of the series shall have not more than 1,000,000 warrants 2001/2004; the other series shall have not more than 1,000,000 warrants 2001/2005. The right to subscribe for Debentures shall, without pre- emptive rights for the shareholders, inure to Europolitan AB, a wholly- owned subsidiary of the Company (the "Subsidiary"). The Debentures must be subscribed and paid for not later than 30 November 2001. The Debentures shall bear interest at a rate of 6 percent annually and shall be due for repayment on 28 December 2001. The Debentures shall be issued at a price equal to the nominal amount of the Debentures. (A.1) Each warrant 2001/2004 shall entitle the holder to subscribe for one new share in the Company during the period commencing 1 July 2004 up to and including 30 December 2004. The subscription price shall equal 130 percent of the average last transaction price for the shares in the Company on OM Stockholm Exchange AB's official pricelist during the period commencing 5 June 2001 up to and including 18 June 2001. (A.2) Each warrant 2001/2005 shall entitle the holder to subscribe for one new share in the Company during the period commencing 1 July 2005 up to and including 30 December 2005. The subscription price shall equal 140 percent of the average last transaction price for the shares in the Company on OM Stockholm Exchange AB's official pricelist during the period commencing 5 June 2001 up to and including 18 June 2001. The warrants shall be immediately detachable from the Debentures. The Subsidiary shall exercise the warrants in accordance with the provisions set forth in Section B below. Upon full new subscription pursuant to warrants 2001/2004 and 2001/2005, the Company's share capital shall increase by not more than SEK 500,000, which equals a dilution not exceeding approximately 0.5 percent of the share capital and voting capital, prior to the full new subscription pursuant to warrants currently outstanding. The Board of Directors' reason for deviating from the shareholders' pre- emptive rights is to promote the Company's long-term interests by affording the current and future employees of the Europolitan Holdings- group a well-considered incentive programme in accordance with Section B below, which provides the employees with an opportunity to participate in a positive growth in the Company's value. The reason for the incentive programme is motivated by the possibility to more easily recruit and retain key personnel and by the fact that it increases commitment to the growth in the Company's value. B. Approval of the issuance of staff options, etc. Regarding warrants pursuant to section A above, it is proposed that the shareholders meeting adopt a resolution approving the Subsidiary's issuance of staff options entailing a right to acquire warrants for shares in the Company subject to the following conditions and the Subsidiary's transfer of warrants to any other company in the Europolitan Holdings-group for the same purposes. The Subsidiary shall issue two separate series of staff options with different periods of time for exercise thereof: staff options 2001/2004 and staff options 2001/2005, according to which not more than 750,000 staff options 2001/2004 and not more than 750,000 staff options 2001/2005 shall be issued. Each staff option shall entitle the option holder to acquire one warrant for shares in the Company. In the event that the Company re-purchases shares during the term of the staff options there shall be a possibility to deliver shares, instead of warrants, in which case the price per share shall equal the subscription price according to the warrants. The staff options shall be issued free of charge to employees of the Europolitan Holdings-group, and be conditional on continued employment and be not transferable. Not more than 70,000 staff options shall be issued to the Managing Director, not more than 40,000 staff options per person shall be issued to members of the management group, and not more than 15,000 staff options per person shall be issued to officers and other key persons. This means that Members of the Board of Directors of the Company elected by the shareholders meeting, who are not employed by the Company, shall not receive staff options, and that there will be no guaranteed granting. In conjunction with issuance in accordance with the above, an employee's performance, position within, and importance for, the Europolitan Holdings-group shall be taken into account. (B.1) Staff options 2001/2004 may be exercised during the period commencing 1 July 2004 up to and including 30 November 2004 for the purpose of acquiring warrants 2001/2004 free of charge. (B.2) Staff options 2001/2005 may be exercised during the period commencing 1 July 2005 up to and including 30 November 2005 for the purpose of acquiring warrants 2001/2005 free of charge. In accordance with this proposed resolution, the Subsidiary shall also be entitled to issue staff options to persons who subsequently attain a position in the Europolitan Holdings-group as referred to in this Section B, third paragraph above. The Subsidiary shall be entitled to dispose of the requisite number of warrants for shares in the Company in order to cover certain expenses, primarily employer's payroll taxes, incurred in conjunction with any exercise of the call options. C. Provisions and authorization of the Board of Directors and Managing Director It is proposed that the shareholders meeting order the Board of Directors of the Company to effect the resolution in respect of the issuance in accordance with Section A above, and adopt a resolution according to which the Board of Directors shall ensure that the Board of Directors of the Subsidiary issue staff options in accordance with Section B above. It is proposed that the shareholders meeting adopt a resolution authorizing the Board of Directors of the Company to discontinue the issue and offer to the employees not later than 30 November 2001 in the event market conditions or circumstances in general are deemed to be unsuitable by the Board of Directors at such time. It is proposed that the shareholders meeting adopt a resolution authorizing the Managing Director to undertake such minor adjustments to the resolution in accordance with Section 12 as may be necessary in conjunction with the registration at the Patent and Registration Authority. At the annual shareholders meeting in the Company held 20 June 2000 a resolution was adopted to issue debentures with 2 000 000 detachable warrants to subscribe for new shares in the Company ("Incentives Program 2000"). The debenture was subscribed for by the Subsidiary. The loan has been repaid in full and all warrants have been cancelled (the decision on cancellation is however not yet registered by the Patent and Registration Authority), due to the Board of Directors' opinion that Incentives Program 2000 was no longer competitive. The Board of Directors' complete proposals in accordance with this section 12 will be available to the shareholders at the Company's offices commencing on Tuesday, 12 June 2001 and sent by post to shareholders upon request. The adoption of resolutions in accordance with this section 12 requires the support of shareholders representing not less than nine-tenths of the votes cast as well as shares represented at the meeting. 13. Authorization for the Board of Directors to adopt resolutions regarding the purchase of shares in the Company The shareholders meeting is proposed to authorize the Board of Directors to, for the period until the next ordinary shareholders meeting, at one or several ocassions, adopt resolution on the purchase of not more than 2 000 000 shares in the Company on the following conditions. Purchase shall be executed on OM Stockholmsbörsen at a price per share within the at each time registered spread for the price quoted, i.e. the range between the highest buying-price and lowest selling-price. The purpose of any purchase that may be executed is to give the Company increased possibilities to handle the staff options-program which is proposed to be issued in accordance with Section 12 B above. The Board of Directors' complete proposals in accordance with this Section 13 will be available to the shareholders at the Company's office commencing on Tuesday, 12 June 2001 and sent by post to shareholders upon request. The adoption of resolutions in accordance with this Section 13 requires the support of shareholders representing not less than two thirds of the votes cast as well as shares represented at the meeting. 14. Resolutions regarding the approval of the parent company Vodafone's decision to offer to implement an incentives program including employees in the Europolitan Holdings-group The shareholders meeting is proposed to approve of the parent company Vodafone's decision to offer to implement an incentives program for the employees in the Europolitan Holdings-group on mainly the following conditions. Vodafone has decided to offer that all employees, with certain exceptions, in the Europolitan Holdings-group, wholly-owned and majority- owned subsidiaries included, can be included in Vodafone's global incentives program for employees in the Vodafone Group. The employees in the Europolitan Holdings-group who are included in the program shall during the year 2001 free of charge receive options to, after three years at the earliest, purchase shares in the parent company Vodafone at a price corresponding to the market price of a Vodafone share on the UK Stock market on the day before the grant date, which is expected to be some time in July 2001. The number of shares that each employee shall be entitled to purchase shall be calcu-lated by dividing 50 percent of the employee's annual fixed cash earnings as per 2 May 2001 with the aforementioned price of the share. By the shareholders meeting elected members of the Board of Directors who are not employed by the Company shall not be included in the in-centives program and are not entitled to receive options. Vodafone has informed the Company that they with regard to this Section 14 intends to refrain from voting, which procedure is in accordance with recommendation from Aktiemarknadsnämnden. The Board of Directors' complete proposals in accordance with this Section 14 will be available to the shareholders at the Company's office commencing on Tuesday, 12 June 2001 and sent by post to shareholders upon request. Stockholm, May 2000 Europolitan Holdings AB (publ) 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/2001/05/29/20010529BIT00910/bit0003.doc http://www.bit.se/bitonline/2001/05/29/20010529BIT00910/bit0003.pdf