Notice of an extraordinary general meeting
Notice
of an extraordinary general meeting to be held on
20 December 2001 at 4 pm at Rica Sjølyst, Drammensveien 154, Oslo, Norway
1. Opening of the meeting and election of a person to chair the meeting.
2. Registration of shareholders present at the meeting.
3. Approval of the notice and the agenda of the meeting.
4. Election of two shareholders to sign the minutes together with the chairperson and to count the votes.
5. Merger between Hafslund Nett Holding AS and Viken Energinett AS, with merger remuneration partially in the form of shares in Hafslund ASA.
On 2 November 2001 the board resolved to recommend the plan to merge Hafslund Nett Holding AS and Viken Energinett AS with merger remuneration partially in the form of shares in Hafslund ASA. The Merger Plan is included in the Merger and Share Issue Prospectus dated 12 November 2001.
It is proposed that the merger be implemented by the takeover of all assets, rights and obligations in Viken Energinett AS by Hafslund Nett Holding AS and that Oslo Municipality and Hafslund ASA as shareholders in Viken Energinett AS receive shares in Hafslund ASA and Hafslund Nett Holding AS, in addition to a supplementary cash payment.
The board invites the general meeting to adopt the following resolution:
The Merger Plan dated 2 November 2001 in respect of the merger between Hafslund Nett Holding AS and Viken Energinett AS with remuneration partially in the form of shares in Hafslund ASA is hereby adopted.
Adoption of the Merger Plan requires an increase in the company's share capital and the adoption of new Articles of Association for Hafslund ASA. The most important amendments in the Articles of Association are as follows:
- The company's registered office will be in Oslo instead of Sarpsborg, cf. Article 4.
- The share capital of the company will be increased, cf. Article 5, first subsection.
- The provision in Article 5, third subsection, to the effect that the company's shares are to be registered in the Norwegian Central Securities Depository is to be deleted as superfluous. It follows from the provisions of Section 4-4 of the Public Limited Companies Act (Norway) that the company's shares are to be registered in the Norwegian Central Securities Depository.
- The provision in Article 6, second sub-section, to the effect that the Board can refuse to approve acquisition of shares if it finds that the acquisition is in contravention of the company's interests, is to be deleted.
- The provision concerning the Election Committee in Article 8 is to be deleted. The Election Committee arrangement is to be continued by decision of the general meeting, see section 9 below.
- The provision in Article 9 concerning the number of Directors is to be amended so that the company's Board comprises five to twelve Directors instead of five to eleven Directors.
6. Board authorization concerning a private share issue reserved for Vattenfall AB (publ.).
On 10 October 2001 Hafslund ASA concluded an agreement with Vattenfall AB (publ.) concerning the acquisition of all shares in Vattenfall Norge AS. Through its wholly-owned subsidiary Oslo Energi AS and other subsidiaries, Vattenfall Norge AS has a total of approx. 345,000 end-user customers on the Norwegian power market.
It has been agreed that Hafslund's payment commitment will comprise 6,676,287 A shares and 4,611,708 B shares in Hafslund ASA, in addition to a cash payment of NOK 188 million to be adjusted pursuant to further provisions in the agreement depending on inter alia working capital and net debt in Vattenfall Norge AS with subsidiary companies at time of takeover.
The issuing of the shares for payment is conditional upon a resolution by the Board of Hafslund to increase the company's share capital as authorized by the general meeting. The Board therefore invites the general meeting to adopt the following resolution:
The Board of Directors is hereby empowered to increase the company's share capital by NOK 11,287,995.- through the issue of 6,676,287 A shares and 4,611,708 B shares of NOK 1.- each.
The authorization shall remain in force up to 31 March 2002.
The authorization shall be used for a private issue of shares to Vattenfall AB (publ.) as payment for shares in Vattenfall Norge AS. Shareholders' preemptive rights pursuant to Section 10-4 of the Public Limited Companies Act can thus be waived, and the authorization may be used to increase capital by means of non-cash assets, cf. Section 10-2 of the Public Limited Companies Act.
The authorization does not encompass decisions on mergers pursuant to Section 13-5 of the Public Limited Companies Act.
With regard to circumstances that have arisen after the last balance day, reference is made to the Merger and Share Issue Prospectus dated 12 November 2001 and to the quarterly report for the 3rd quarter 2001.
7. Election of 8 Directors to be elected by the shareholders.
8. Election of Chairman of the Board and Vice-chairman.
9. Establishment of an Election Committee.
The general meeting is invited to adopt the following resolution:
An Election Committee of four members to be established for the purpose of making recommendations to the general meeting on the election of Directors and any deputies and on the election of the Chairman of the Board. The Election Committee shall call in the Chairman of the Board and the Chief Executive Officer to at least one meeting of the Election Committee before submitting its recommendations. The Chairman of the Board and the Chief Executive Officer do not have voting rights in the Election Committee.
10. Election of four members to the Election Committee.
A. The Merger and Share Issue Prospectus dated 12 November 2001 which includes the Annual Financial Statement, the Annual Report and the Auditor's Report for 2000 in addition to the company's present and proposed new Articles of Association, has been sent to all shareholders registered in the Norwegian Central Securities Depository at the address recorded there. The Prospectus and the company's quarterly report for the 3rd quarter 2001 is also available for inspection at the company's offices in Statsminister Torps vei 1A, Sarpsborg, and at Karenslyst allé in Oslo.
B. Pursuant to Article 5 of the company's Articles of Association, shares in class B do not carry voting rights at the general meeting unless otherwise provided in the Public Limited Companies Act.
C. Pursuant to Article 7, first subsection, of the Articles of Association, shareholders wishing to participate at the general meeting must notify the company in writing within the time limit specified in this notice. Notice of participation should be sent:
Hafslund ASA, Attention: Mona Holmvik Nymo, P.O. Box 363 Skøyen, 0212 Oslo, telefax (+47) 23 01 42 40, to be received not later than 4 pm 17 December 2001. Further information on the general meeting can be obtained from the company, tel. +47 23 01 42 01. Please ask for Mona Holmvik Nymo.
D. Shareholders have the right to be represented at the general meeting. The representative must submit a written form of proxy, duly dated. Shareholders may, if they wish, issue proxy to the Chairman of the Board, Bjørn Eidem, or to the Chief Executive Officer Rune Bjerke.
Oslo, 5 December 2001
The Board of Directors of Hafslund ASA