HNA - MERGER PLAN APPROVED
The General Meeting resolved to amend the company's Articles of Association at the completion of the merger and in accordance with the merger plan.
Upon proposal by the Board of Directors, the General Meeting resolved to grant a power of attorney to the Board of Directors to increase the share capital by NOK 11,287,995 by issue of 6,676,287 A shares and 4,611,708 B shares each at NOK 1. The power of attorney is valid until 31 March 2002, and shall be applied for the issue of shares to Vattenfall AB (publ) as consideration for the shares in Vattenfall Norge AS.
Upon proposal by the Election Committee, Bjørn Eidem, Tore Olaf Rimmereid, Arild Sundberg (new) and Lars Frithiof (new) were elected as members of the Board of Directors for a period of one year, until the annual General Meeting in 2002. Furthermore, Arvid Moss (new), Giselle Marchand (new), Kristin Bjella (new) and Jens P. Heyerdahl were elected as members of the Board of Directors for a period of two years, until the General Meeting in 2003. Bjørn Eidem was elected as chairman of the Board of Directors, and Arvid Moss was elected as vice-chairman.
The General Meeting re-elected Borger A. Lenth (chairman), Christen Furuholmen, Øyvind Refsnes and Leif Josefsson as members of the Election Committee.
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The City of Oslo will as the owner of 67% of the shares in Viken, in connection with the merger receive 40,497,796 A shares and 27,974,237 B shares in Hafslund, equal to 35.1% of the shares in the merged company subsequent to Hafslund's acquisition of Vattenfall Norge AS. Together with the shares owned by E-CO Energi AS (wholly-owned by the City of Oslo) this constitutes a total shareholding of 53.7% in the new company. The City of Oslo will in addition receive a cash payment in the amount of NOK 550 million. Finally, the City of Oslo will be entitled to a contingent cash payment in connection with any losses on receivables related to Hafslund's US trading activities. The contingent additional cash payment is not expected to materially increase the overall cash payment.
The merger, together with the purchases of Vattenfall Norge AS and the subsidiary Oslo Energi AS, the majority in Tindra AS (65.6%) and Viken Energinett AS's acquisition of 100% of Østnett, are all important factors related to Hafslund's expansion of the energy sector. The overall customer base is approx. 700,000 and the Hafslund group will be the leading energy company within the downstream sector.
A completion of the merger in compliance with company law is expected to take place in March 2002.