HAFSLUND ASA - Notice of the Ordinary General Meeting 2003

Notice of the Ordinary General Meeting 2003 to be held on Monday, 5 May 2003 at 4 p.m. at
Hafslund ASA, Sommerrogaten 1, Krogh-salen, Oslo

1.  Opening of the meeting and election of a chairman of the meeting.
2.  Registration of shareholders in attendance.
3.  Approval of the notice convening the meeting and the agenda of the meeting.
4.  Election of two shareholders to sign the minutes together with the chairman of the meeting.
5.  Review of the Annual Financial Statement for 2002.
6.  Adoption of the Annual Financial Statement for 2002:
     a)   Approval of the Annual Accounts and Annual Report for Hafslund ASA and the Hafslund group.
     b)   Approval of the proposal for the employment of Hafslund ASA's result for the year.
7.  Proposed authorization for the Board to have the Company acquire its own shares.
The Directors propose the extension until the Annual General Meeting in 2004 of the authorization granted at the Annual General Meeting held on 14 May 2002 concerning acquisition of own shares by the Company as follows:

"The Board of Directors to be authorized pursuant to Section 9-4, together with Sections 9-2 and 9-3, of the Public Limited Companies Act (Norway) to resolve on behalf of Hafslund ASA to acquire its own B shares.  The highest nominal value of shares that can be acquired under this authorization is NOK 19,522,344, equivalent to 10% of the share capital of the Company.

The lowest payment that can be made for each B share shall be NOK 10, while the highest payment that can be made shall be NOK 50 per share. The Directors decide how the shares shall be acquired and whether the shares should be assigned and, if so, how and on what conditions.

The authorization is valid up to the time of the Annual General Meeting in 2004."
8.  Amendment of the Articles of Association
It follows from Section 6-1 second paragraph of the Public Limited Companies Act that a board of directors will always elect its chairperson if it has been agreed that the company is not to have a corporate assembly, see Section 6-35, second paragraph.  An agreement of this nature was concluded with the employees on 31 October 2001 and formed part of the merger plan in connection with the merger with Viken Energinett AS.  The final sentence of Article 8 of the current Articles of Association of the Company provides that "The Chairman of the Board shall be elected by the general meeting".  Accordingly, the Board of Directors proposes the deletion of the final sentence of Article 8 and the amendment of Article 8 of the Articles of Association to read as follows:
The Board
Article 8  The Board of the Company comprises five to twelve Directors.  From three to eight Directors are elected by the general meeting.  The period of office for Directors elected by the general meeting is two years.  The period of office for as close to half of these Directors as possible shall expire each year.  From among the employees, the employees shall elect at least two Directors, or at least the number of Directors and observers (if applicable) with deputies that the employees are entitled to elect pursuant to the provisions of the Public Limited Companies Act (Norway) with regulations, in companies that do not have corporate assembliesThe period of office is two years.
9.  Submitted proposals
The City of Oslo has proposed that the General Meeting makes the following decision:
The Board is hereby instructed to implement the necessary measures in order to ensure that the management does not carry out any of the following initiatives without having obtained prior clearance from the Board:
  •          Any decision concerning strategic investments exceeding a value of NOK 5 million.
  •          Employment of proxies from the Board issued after 1 January 2003.
  • This instruction is to apply until the following dates, whichever occurs first: 1) 1 September 2003 and 2) The date of presentation of the compulsory offer for take-over of the total number of shares in the company, in pursuance with Chapter 4 of the Securities Trading Act (Norway).
    10.  Election of up to eight members of the Board.
    11.  Stipulation of Directors' fees and deputy directors' fees.
    12.  Election of the Election Committee.
    13.  Stipulation of the fee payable to the members of the Election Committee.
    14.  Approval of the auditor's fee.
    A    The Annual Accounts, Annual Report and Auditor's Report for 2002 will be distributed by separate post.
    B    The recommendation of the Election Committee will be presented at the General Meeting.
    C    According to Article 5 of the Articles of Association, shares in Class B do not carry voting rights at the general meeting unless the Public Limited Companies Act provides otherwise.
    D    According to Article 7, first subsection, of the Articles of Association, any shareholder wishing to take part at the general meeting must notify the Company within the time limit provided for in this Notice of the Meeting.  Attendance may be registered on our website http://www.hafslund.no/registrering, electronically with the aid of Investor Services or by returning the attached form to the following address:

    Den norske Bank ASA, Verdipapirservice co/Grethe Nes, Stranden 21, 0021 Oslo, telefax: +47 22 48 11 71

    Notice of attendance at the general meeting must be given by 4 p.m. on Wednesday, 30 April.
    For further information on the general meeting contact Hege Yli Melhus of Hafslund ASA on tel.: +47 22 43 50 58, or by e-mail to: hege.melhus@hafslund.no.
    E    Shareholders may be represented by proxy.  The proxy must present a written and dated form of proxy.  Shareholders may, if they so wish, appoint the Chairman of the Board, Bjørn Eidem, or the Chief Executive Officer, Rune Bjerke, as their proxy.
    Oslo, 13 April 2003
    The Directors of Hafslund ASA