Hakon Invest AB : Notice of extraordinary general meeting of Hakon Invest AB (publ)

 Hakon Invest AB : Notice of extraordinary general meeting of Hakon Invest AB
                                    (publ)

This notice to attend  the extraordinary general meeting  is a translation  of 
the original Swedish  notice. In  case of discrepancies,  the Swedish  version 
shall prevail.

      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 
www.hakoninvest.se.

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.

Proposed Agenda

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
    share issues
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: 

Article 4
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).
(480,000,000).

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 
AB.

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 
mailing address.

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 
company.

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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Source: Hakon Invest AB via Thomson Reuters ONE
HUG#1676886
 
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