Hakon Invest AB : Notice of extraordinary general meeting of Hakon Invest AB
This notice to attend the extraordinary general meeting is a translation of
the original Swedish notice. In case of discrepancies, the Swedish version
Notice of extraordinary general meeting of Hakon Invest AB (publ)
The shareholders of Hakon Invest AB (publ) are hereby convened to an
extraordinary general meeting of shareholders to be held on Wednesday, 13
March 2013 at17:00 CET in the Stockholm Conference Room at the Grand Hôtel i
Stockholm, Södra Blasieholmshamnen 8, Stockholm. Light refreshments will be
served at the meeting from 16:00 CET onwards.
Notification of attendance
Shareholders who wish to participate in the general meeting must:
be entered in the share register kept by Euroclear Sweden AB on
Thursday, 7 March 2013; and
no later than Thursday, 7 March 2013 have notified the company via
the company website www.hakoninvest.se, or by mail to Hakon Invest AB, Extra
bolagsstämma, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, or by phone to
+46 (0) 8402 90 40 during weekdays between 09:00 and 17:00 CET.
The notification of attendance shall include the full name, personal identity
number or company registration number, address and phone number. Shareholders
who wish to be accompanied by assistants (maximum two) must provide such
information in the notification. Where applicable, e.g. with respect to legal
entities, complete authorising documents, such as certificates of
registration, are to be enclosed with the notification.
Shareholders whose shares are nominee-registered via a bank or other nominee
must, in order to be eligible to participate in the meeting, well in advance
of Thursday, 7 March 2013 request with the nominee that the shareholder is
recorded in the share register kept by Euroclear Sweden AB.
Shareholders who wish to attend via a representative shall issue a written
power of attorney for such representative. If the power of attorney is issued
by a legal entity, a certified copy of the entity's current certificate of
registration must be enclosed with the power of attorney. The power of
attorney must be dated. If a validity period is stipulated in the power of
attorney, such period may not exceed five years. If no validity period is
stipulated, the power of attorney is valid for a maximum of one year. A copy
of the power of attorney and, if applicable, the certificate of registration
should be sent to Hakon Invest AB, Extra bolagsstämma, c/o Euroclear Sweden,
Box 191, 101 23 Stockholm, well in advance of the general meeting. A form of
power of attorney is available at the company and via the company's website
Notifications to attend that are received within the required timeframe will
be confirmed through the issuance of admission passes, which must be presented
upon entering the general meeting together with (where applicable) an original
of the power of attorney and other authorisation documents.
1.Opening of the general meeting
2.Election of the chairman of the general meeting
3.Preparation and approval of the register of voters
4.Approval of the agenda
5.Election of secretary and two minutes-checkers to attest the minutes
jointly with the chairman
6.Determination of whether the general meeting has been duly convened
7.Resolution on amendments to the articles of association
8.Resolution on authorisation for the board of directors to resolve upon new
9.Closing of the general meeting
The Board of Directors' Proposed Resolutions
Item 2 The chairman of the board of directors, Hannu Ryöppönen, is proposed
to serve as chairman of the general meeting.
Item 7 The board of directors proposes that the general meeting resolves to
amend the articles of association as follows:
Current wording Proposed wording
The Company's share capital shall be The Company's share capital shall be
not less than three hundred million not less than four hundred million
Swedish kronor (SEK 300,000,000) and Swedish kronor (SEK 400,000,000) and
not more than twelve hundred million not more than sixteen hundred million
Swedish kronor (SEK 1,200,000,000). Swedish kronor (SEK 1,600,000,000).
Article 5, Paragraph 1
Current wording Proposed wording
The number of shares shall not be fewer The number of shares shall be not less
than one hundred and twenty million than one hundred sixty million
(120,000,000) and not more than four (160,000,000) and not more than six
hundred and eighty million hundred forty million (640,000,000).
The reason for the amendment is to facilitate resolution on a new share issue
under the authorisation to the board of directors proposed under item 8 below.
Item 8 The board of directors proposes that the general meeting resolves to
authorise the board of directors to resolve, on one or several occasions from
now until the next annual general meeting, on new share issues with or without
deviation from the shareholders' preferential rights. By such resolutions
under this authorisation, the board of directors shall have the right to
issue, at maximum, the number of shares of each class of share that is allowed
be emitted under the articles of association in force at such time and that
falls within the limits stipulated at that time in the articles of association
on the number of shares, and thereby to increase the share capital by, at
maximum, the amount within the share capital limits stipulated in the articles
of association then in force.
In accordance with the statements made in the company's press release of
11February 2013, the reason for the authorisation is to allow the board of
directors to resolve on a new share issue of approximately SEK five billion to
be used to refinance a portion of the loan that is to be taken out in
connection with the company's acquisition of 60 per cent of the shares of ICA
Documents and Additional Information
The board of directors' complete proposed resolutions for items 7 and 8, as
well as forms of power of attorney, are available at the company's offices as
well as on the company's website www.hakoninvest.se. Copies of these documents
will be sent free of charge upon request to shareholders who provide their
In order to pass, the proposals under items 7 and 8 above require the support
of shareholders representing at least two-thirds of both the votes cast at the
general meeting and the shares represented at the general meeting.
The CEO, or the person the CEO appoints, shall be authorised to make minor
amendments to the resolutions as may be necessary in connection with
registration of the general meeting's resolutions with the Swedish Companies
Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB, respectively,
or as may be necessary due to other formal requirements.
The Association of ICA Retailers (Sw. ICA-handlarnas Förbund), which owns
approximately 67.3 per cent of the number of shares and votes in the company,
has committed itself to vote in support of the board of directors' proposal.
The board of directors and the CEO shall disclose details on those
circumstances that could influence the evaluation of an item on the meeting
agenda, provided that a shareholder so requests and the board of directors
considers its disclosure to be feasible without causing material harm to the
As of 13 February 2013, there are 160 917436 shares and votes in Hakon Invest
AB, of which 82067892 are class C shares and 78 849544 are ordinary shares.
251870 ordinary shares are held by Hakon Invest AB.
Stockholm, February 2013
Hakon Invest AB (publ)
The Board of Directors
Notice of EGM of Hakon Invest (pdf)
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(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Hakon Invest AB via Thomson Reuters ONE
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