NEW DATE FOR ORDINARY GENERAL MEETING
New date for the Ordinary General Meeting is 10 May 1999. The company's shares will be traded on the stock exchanges without the right to dividends from and including 11 May 1999. Dividends will be paid on 28 May 1999.
Notice of Ordinary General Meeting
4 p.m. on Monday 10 May 1999 at Rica Sjølyst, Drammensveien 154, Oslo
(Norges Varemesse)
THE AGENDA COMPRISES:
1. Approval of notice and the agenda of the meeting.
2. Election of two shareholders to sign the minutes with the chairman and to count the votes.
3. Explanation of the Company's finan-cial statements for 1998.
4. Resolution regarding the annual fin-an-cial statements for 1998:
a) Adoption of the annual accounts and annual report for 1998.
b) Declaration of dividends.
c) Adoption of the consolidated financial state-ments for 1998 for the Hafslund Group.
5. Proposed authorisation for the Board to have the company acquire its own shares.
The directors propose:
The Board of Directors to be authorised according to § 9-4, together with §§ 9-2 and 9-3, of the Public Companies Act, to resolve on behalf of Hafslund ASA to acquire its own shares. The highest nominal value of shares that can be acquired under the authorisation is NOK 11,463,420, equivalent to 10% of the company's share capital.
The lowest payment that can be made for each share shall equal its nominal value, NOK 1, while the highest payment that can be made shall be NOK 60.
The Directors decide how the shares should be acquired and whether the company's own shares should be assigned, and if so how and on what conditions.
The authorisation is valid for up to 18 months from the registration of the general meeting's re-so-lution in the Register of Business Enter-prises.
6. Election of members and deputy members to the Corporate Assembly.
a) Oslo Energi Holding AS proposes:
Prior to the election of new members to the Corporate Assembly, it is resolved to remove all present shareholder-elected members of the Corporate Assembly. The meeting elects 8 shar-eholder-elected members of the Co-r-po-rate Assembly.
b) Primary recommendation of the Nomination Committee for the election of 4 members and 4 deputy members of the Corporate Assem-bly.
c) Secondary recommendation of the Nomi-na-tion Committee for the election of 8 mem-bers and 4 deputy members of the Corporate Assem-bly. In addition, Oslo Energi Holding AS has proposed Ellen Christine Christian-sen, and Vattenfall has proposed Mats Fager-lund, both as members.
7. Number of members of the Corporate Assem-bly.
Proposal to increase the number of members of the Corporate Assembly from 12 to 15 effective from the Ordinary General Meeting in the year 2000.
8. Election of a member to the Nomi-nation Committee.
9. Stipulation of the remuneration for members and deputy members of the Corporate Assembly.
10. Approval of the Auditor's fee.
A. Notice of the meeting, along with the form for registration and representation by proxy for the general meeting and 2 recommendations of the Nomination Committee for the election of mem-bers and deputy members for the Corporate As-sem-bly are sent at least two weeks be-fore the meeting to all shareholders in the company share register at the Nor-wegian Registry of Securities, to the add-resses recorded there. Notice of the meeting will be published in at least one news-paper with national coverage prior to the general meeting being held.
B. Before the general meeting, the con-solidated financial statements will be sent to all share-hol-ders in the com-pany's share register at the Norwegian Registry of Securities to the addresses recorded there.
C. Pursuant to Article 5 of the Articles of Asso-cia-tion, Class B shares do not carry the right to vote at the general meeting unless otherwise provided in the Public Companies Act.
D. Pursuant to Article 7 §1 of the Articles of Asso-cia-tion, shareholders who wish to participate in the general meeting must notify the company in writing by 4.0 p.m. on Friday 7 May 1999. Noti--fication to be sent to Hafslund ASA, P.O. Box 363 Skøyen, N-0212 Oslo, Norway. Further information on the general meeting can be obtained from the com-pany, tel. +47 23 01 42 00.
E. Shareholders have a right to be rep-resen-ted by proxy. A written document gran-ting power of attorney must be presented by the person acting as proxy. Share-holders may if they wish issue the proxy to the Chairman of the Corporate As-sem-bly, Hans Halvorsen, or to Johan Fredrik Odfjell, Chairman of the Board, or to Hans Tormod Han-sen, President and CEO.
F. In accordance with the resolution of the general meeting, dividends will be paid on 28 May 1999. The company's shares will be traded on the stock exchanges with-out the right to dividends from and including 11 May 1999.
Oslo, 22 April 1999
Hans Halvorsen
Chairman of the Corporate As
Nomination of members and deputy members to the Corporate Assembly
The Nomination Committees primary recommendation
to the ordinary general meeting in Hafslund ASA
to be held 10 May 1999
1.MEMBERS
1.1Under § 9 of the company's articles of association the term of service of the corporate
assembly's eight shareholder-elected members is two years, half of them retiring each year.
The following member's term of service expires in 1999:
Anders Gustav Hedenstedt, Hans Herman Horn, Svein R. Hagen and Sverre Morten Blix.
Anders Gustav Hedenstedt will not stand for re-election. Hans Herman Horn can not be re-elected on account of the retirement age stipulated in the Articles of Association. Svein R. Hagen accepts nomination as first deputy member.
1.2The nomination committee nominates the members for re-election:
Sverre Morten Blix
and recommends further that Bertil Tiusanen succeeds Anders Gustav Hedenstedt, that Nils Bjørnebekk succeeds Hans Herman Horn, and that Sten Åke Forsberg succeeds Svein R. Hagen.
Bertil Tiusanen is 49 years of age, and is EVP and CFO of Vattenfall AB.
Nils Bjørnebekk is 64 years of age, and is Chairman of the Board of Østfold Energi AS.
Sten Åke Forsberg is 52 years of age, and is Senior Vice President of Den norske Stats oljeselskap.
2.DEPUTY MEMBERS
2.1.At least four deputy members shall be elected. Under § 9 of the articles of association, the term of service of the deputy members is one year.
The deputy members are:
Christen Furuholmen, Erik Wahlstrøm, Kai Sørbråten, Tarald Glastad and Georg Kervel.
Erik Wahlstrøm, Kai Sørbråten og Tarald Glastad will not stand for re-election.
2.2 The nomination committee nominates the following two deputy members for re-election:
Christen Furuholmen and Georg Kervel,
and recommends further Svein R. Hagen and Ellen Christine Christiansen as new deputy members.
Ellen Christine Christiansen is 34 years of age, and is Vice-chairman of the Board of Oslo Energi Holding AS.
The order in which they will be called is recommended to be as follows:
Svein R. Hagen, Christen Furuholmen, Ellen Christine Christiansen and Georg Kervel.
Oslo, 22 April 1999
Hans Herman Horn Emil Aubert Christen Furuholmen Borger Lenth
Nomination of members and deputy members to the Corporate Assembly
The Nomination Committees secondary recommendation
to the ordinary general meeting in Hafslund ASA
to be held 10 May 1999
Oslo Energi Holding AS has proposed that prior to the election of new members to the Corporate Assembly, it is resolved to remove all present shareholder-elected members of the Corporate Assembly, and that the meeting elects 8 shareholder-elected members of the Corporate Assembly.
As secondary recommendation to the General Meeting, provided that the proposal from Oslo Energi Holding AS is adopted, the nomination committee nominates the following members for election
Members: Deputy members:
Hans Halvorsen Svein R. Hagen
Ragnar Søegaard Christen Furuholmen
Bertil Tiusanen (new) Ellen Christine Christiansen (new)
Nils Bjørnebekk (new) Georg Kervel
Olaug Svarva
Sten Åke Forsberg (new)
Sverre Morten Blix
Annie Blakstad
Oslo, 22 April 1999
Hans Herman Horn Emil Aubert Christen Furuholmen Borger Lenth