Notice of an Extraordinary General Meeting in Wihlborgs Fastigheter AB (publ)

Notice of an Extraordinary General Meeting in Wihlborgs Fastigheter AB (publ) Shareholders in Wihlborgs Fastigheter AB (publ) are hereby invited to attend the Company's extraordinary general meeting (EGM), which will be held in Näringslivets Hus, Storgatan 19, Stockholm at 3 p.m on Monday 30 August 2004. Notification Shareholders who wish to attend the EGM must - have been registered in the share register maintained by VPC AB on 20 August 2004. - notify Wihlborgs of their intention to attend the EGM and, where applicable, of the names of any assistants (max. 2) that they wish to invite no later than 4 p.m. on Wednesday 25 August 2004. Such notification may be made: - by post to Wihlborgs Fastigheter AB, Box 888, 131 25 Nacka - by telephone on +46 (0)8 555 148 19 - by fax on +46 (0)8 623 03 38 - by mail to mia.hallden@wihlborgs.se When notifying their intention to attend Shareholders shall state their name, personal identification number (personnummer) or registration number, address and telephone number, and their shareholding in Wihlborgs. Shareholders whose holdings are nominee-registered must, to be entitled to attend the EGM, ensure that their shareholding is temporarily re-registered in their own name at VPC AB no later than Friday 20 August 2004. To ensure that such re-registration can be completed in time, Shareholders must contact their nominees well before this date. Proxies who will be attending the EGM in place of a Shareholder will be asked to present a dated written power of attorney, which may not be older than one year. Representatives of legal entities must present a certificate of registration or equivalent document certifying their authority to act on behalf of the entity. Agenda 1. Opening of the EGM 2. Election of chairman for the EGM 3. Drawing-up and approval of the list of voters 4. Election of two persons to verify the minutes 5. Confirmation that the EGM has been duly convened 6. Presentation by the CEO 7. The Board of Directors' proposals for new share issues and convertible promissory notes 8. Postponement of the decision on commission-free trading in Wihlborgs shares 9. Closing of EGM Proposed decisions The Board of Directors' proposals for directed new share issues and convertible promissory notes and on authorisation for the Board of Directors (item 7 in the proposed agenda) The Board of Directors proposes that the Shareholders decide on the following new share issues to the shareholders of Fabege AB, where existing Shareholders preferential rights are by-passed. Shares and or convertible promissory notes will be paid for in the form of shares in Fabege AB in accordance with the following terms and conditions. 1. A new share issue of up to 40,720,026 new shares in the Company, each with a nominal value of SEK 50. Each lot of 20 class A or class B shares in Fabege AB entitles the holder to twenty-one new shares in the Company. 2. The raising of a convertible debenture loan of up to SEK 4,091,393,074 through the issuance of convertible promissory notes with a total value not exceeding the nominal loan amount. The debenture loan shall carry interest of 5.25 per cent per year and expire on 1 October 2009. During the term of the loan the debt instruments may be converted into shares, each with a nominal value of SEK 50, in the Company at a conversion rate of SEK 105.50 per share. The promissory notes may thus be converted into no more than 38,780,977 new shares in Wihlborgs. Each class A or class B share in Fabege AB entitles the holder to receive convertible promissory notes with a nominal value of SEK 105.50. If all outstanding shares in Fabege AB (excluding those owned by Wihlborgs) are used in the offer, the Company's share capital would increase by up to SEK 2,036,001,300, i.e. from SEK 3,038,445,400 to SEK 5,074,446,700, as a result of the placements. In the amounts stated above the reduction of the Company's share capital that has been decided and registered but not yet implemented pending a legal decision has been taken into account. Those wishing to exercise their right to take to part in the new issues must do so before 15 September 2004. The Board of Directors shall be entitled to extend the offering period. The Board of Directors also proposes that, in the event and to the extent that the offers described above are not fully subscribed, and in the event of an extension of the offering period, the Shareholders authorise the Board of Directors to decide, on one or several occasions, on further new share issues and convertible promissory notes, respectively, in accordance with the terms and conditions described in paragraphs 1 and 2 above, i.e. on condition that the total increase in the Company's share capital not exceed SEK 2,036,001,300 as a result of all decisions relating to the issuance of securities, including the Shareholders' decision on the proposals described above. Postponement of a decision on commission-free trading in Wihlborgs shares (item 8 in the proposed agenda for the EGM) At the Annual General Meeting on 31 March 2004 the Board of Directors was authorised to decide on commission-free trading in Wihlborgs shares up to one trading lot of 100 shares. It was proposed that the decision be implemented in September 2004. In view of the current public offer to the shareholders of Fabege AB, the Board of Directors proposes that the start of such trading be postponed. Other items The proposals described above are related to the Company's public offer to the shareholders of Fabege AB to acquire all shares in Fabege. A more detailed description of the offer is found in the press release from 19 July 2004, which is available on the Company's web site, www.wihlborgs.se An offering prospectus is due to be published and distributed to the shareholders of Fabege around 25 August. It is also intended that the prospectus will be sent to Shareholders in Wihlborgs whose shareholding is registered in their own name prior to the EGM. The full text of the Board of Directors' proposals, the Board's presentations and the Auditors' comments on these as well as any other documents pursuant to Chapters 4 and 5 of the Swedish Companies Act will be available from the Company's offices on S:t Johannesgatan 2 in Malmö and Gustav de Lavals torg 8 in Nacka, Sweden, as of 23 August 2004. Programme for the EGM 2 p.m. Doors to conference room open 3 p.m. Opening of EGM Information meeting in Malmö In connection with the EGM Shareholders in Wihlborgs who have not been able to attend the EGM will be invited to a special meeting at 6 p.m. on Wednesday 8 September in Stora Börssalen in Börshuset on Skeppsbron 2 in Malmö, where they will be informed about Wihlborgs' public offer to the shareholders of Fabege. Those wishing to attend the meeting are requested to contact the reception at Wihlborgs' Malmö office by phone on +46 (0)40 690 57 00 or fax on +46 (0)40 690 57 01 or e-mail at info@wihlborgs.se no later than 4 p.m. on Friday 3 September. Malmö, August 2004 Wihlborgs Fastigheter AB (publ) The Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/08/10/20040810BIT21680/wkr0001.pdf