Wallenstam Notice of Annual General Meeting

Wallenstam Notice of Annual General Meeting Lennart Wallenstam Byggnads AB (publ) welcomes shareholders to the Annual General Meeting to be held at 5 p.m. on Tuesday, 23 May, 2000, in Wallenstamsalen, Stadsmuséet, Norra Hamngatan 12, Gothenburg, Sweden. The premises will be open from 4 p.m. for registration. Light refreshments will be available and visitors will be able to visit our information stand. Shareholders must register before 5 p.m. NOTIFICATION Shareholders who wish to participate in the Meeting must - be included in the register of shareholders maintained by the Swedish Securities Register Centre (Värdepapperscentralen VPC AB) by no later than 12 May, 2000. - notify Sofia Åstenius of their intention by no later than 3 p.m. Thursday, 18 May, 2000; address: Lennart Wallenstam Byggnads AB, SE-401 84 Gothenburg, Sweden. Notification, which should preferably be in writing but may also be phoned in on +46-31 200 000, must state the shareholder's name, address, telephone number, national registration, registered shareholding and any guest's name. Shareholders whose shares have been registered in the name of a trustee by either the trust department of a bank or a private broker must temporarily reregister their shares in their own name to be entitled to vote at the Meeting. Such registration must be completed at Värdepapperscentralen VPC AB no later than 12 May, 2000. The Meeting will be held in Swedish. PROPOSED AGENDA 1. The Meeting is opened. 2. Election of a chairman for the meeting. 3. Drawing up and approval of the list of voters. 4. Approval of the minutes 5. Election of two minute-checkers. 6. Corroboration that the annual general meeting has been properly convened. 7. Managing Director's statement. 8. Presentation of the annual report and the consolidated accounts as well as the audit report for the Parent Company and the Group 9. To decide on confirmation of the Parent Company's income statement and balance sheet and the consolidated income statement and balance sheet. 10. To decide on the allocation of the company's profit in accordance with the adopted balance sheet. 11. To decide on the discharge from liability of the Members of the Board and the Managing Director for their administration. 12. To decide on the number of board members to be elected. 13. To establish the number of auditors and deputy auditors to be elected. 14. To fix the remuneration for the board of directors. 15. To fix the remuneration for the auditors and deputy auditors. 16. To elect the board of directors. 17. To elect the auditors and deputy auditors. 18. To decide on the Board of Directors' proposed change in the articles of association, § 3. 19. To decide on the Board of Directors' proposed change in the articles of association, § 9. 20. To decide the Board of Directors' proposed authorisation for the Board to decide on the acquisition and transfer of shares in the company. 21. The Meeting is closed. THE FOLLOWING PROPOSALS WILL BE PRESENTED AT THE MEETING Shareholders representing more than 50% of the total number of votes in the Company have given notice that they will present the following proposals at the General Meeting: Point 12. Seven board members and no deputy board members. Point 13. Two auditors and two deputy auditors. Point 14, 15. Remuneration for the board of directors to amount to SEK 525,000, to be distributed within the board of directors, and the remuneration to the auditors to be subject to a special agreement. Point 16. Re-election of Sören Mannheimer, Marie-Anne Lervik Nivert, Christer Villard, Lennart Svensson, Anders Berntsson and Hans Wallenstam as well as the election of Erik Åsbrink as members of the board. Point 16. Re-election of the auditors Lennart Bertheden and Håkan Jarkvist. Re-election of the deputy auditor Jan Hanner and election of the deputy auditor Helen Eklund. DIVIDEND AND RECORD DATE Point 10. The Board of Directors proposes that a dividend of SEK 1.25 per share (1998: SEK 0.75) be paid and that Friday, 26 May, 2000, be the record date for the payment of dividends. Based on this date, it is estimated that the Swedish Securities Register Office (Värdepapperscentralen AB) will distribute this dividend on Wednesday, 31 May, 2000. BOARD OF DIRECTORS' PROPOSAL FOR CHANGES IN THE ARTICLES OF ASSOCIATION Point 18. § 3. The objective of the company's operations is to engage in business involving building construction, property management, trade in properties and securities and other operations associated therewith. Point 19. § 9. Notice convening the Annual General Meeting and notice convening an extraordinary general meeting, at which the question of changes in the articles of association will be considered, will be issued at the earliest six weeks and at the latest four weeks prior to the date of the Meeting. Notice convening any other extraordinary general meeting will be issued at the earliest six weeks and at the latest two weeks prior to the date of the Meeting. This notice shall be published in Post & Inrikes Tidningar and Svenska Dagbladet. The last day for shareholders notifying the Company of their intention to attend the Annual General Meeting is the date shown in the notice convening the Annual General Meeting, no later than 4 p.m. This day may not be a Sunday, any other national holiday, Saturday, Midsummer, Christmas Eve or New Year's Eve and may not be earlier than the fifth weekday before the meeting. THE BOARD OF DIRECTORS' PROPOSED ACQUISITION AND TRANSFER OF SHARES IN THE COMPANY Point 20. The Board of Directors proposes that the Meeting decide in favour of authorising the Board to decide on the acquisition and/or transfer of Series A and B shares in Lennart Wallenstam Byggnads AB up until the next annual general meeting. A maximum of 1,799,056 shares, equivalent to 10 per cent of the total number of shares in the company, may be acquired. Acquisitions and/or transfers may take place on the stock exchange or in an authorised marketplace and/or by means of an offer made to all shareholders. In the case of acquisitions based on trading on the stock exchange or in an authorised marketplace, the price per share may not be below the lowest registered price offered on the acquisition date and not above the highest registered price offered on the acquisition date. In the case of acquisitions based on offers made to all shareholders, the price per share may not be less than 90 per cent of the lowest registered price offered on the acquisition date and not more than 110 per cent the highest registered price offered on the acquisition date. For transfers based on trading on the stock exchange or in an authorised marketplace, the price per share may not be below the lowest registered price offered on the acquisition date and not above the highest registered price offered on the transfer date. For transfers based on offers made to all shareholders, the price per share may not be less than 90 per cent of the lowest registered price offered on the transfer date and not more than 110 per cent the highest registered price offered on the transfer date. The objective of acquiring and/or transferring shares is to make it possible to adjust the company's capital structure. Detailed information on the Board of Directors' proposal will be made available to shareholders at the company's office - Lennart Wallenstam Byggnads AB, SE 401 84 Gothenburg, Sweden, two weeks before the Annual General Meeting. Lennart Wallenstam Byggnads AB Gothenburg, 19 April, 2000 For further information, please contact Thomas Dahl, Marketing and Information Director, phone: +46-31 200 000 or +46-705 171 142. Wallenstam was established in 1944 and is one of Sweden's major dedicated property companies with more than 300 properties in the three major urban areas Gothenburg, Stockholm and Helsingborg. The focus of the Group's portfolio is residential and commercial properties. The Group's rental income is about SEK 800 million and the value of its property portfolio is about SEK 7.5 billion. Wallenstam's Series B shares have been listed on the Stockholm Stock Exchange since 1984. ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/19/20000418BIT00310/bit0001.doc http://www.bit.se/bitonline/2000/04/19/20000418BIT00310/bit0002.pdf