ÅF - Notice of extraordinary general meeting
The shareholders of AB Ångpanneföreningen (publ) are hereby notified of an extraordinary general meeting to be held on Thursday 15 June 2006 at 17.00 (5 p.m.) at AB Ångpanneföreningen's head office (Fleminggatan 7, Stockholm).
Right to participate
Shareholders who wish to participate in the extraordinary general meeting must
be registered in the share register held by VPC AB (the Swedish Securities Register Centre) no later than Friday 9 June 2006,
notify the Company of their intention to participate in the extraordinary general meeting by no later than 16.00 (4 p.m.) on 13 June 2006.
Shareholders whose shares are held through nominees must temporarily reregister their shares in their own name to be entitled to participate in the extraordinary general meeting. Shareholders who wish to reregister their shares in this way must notify their nominees of this in good time before 9 June 2006.
Notification of intention to participate in the extraordinary general meeting must be made by letter to AB Ångpanneföreningen, Corporate Information, Box 8133, SE-104 20 Stockholm, Sweden, by telephone on +46(0)8 657 10 00, by fax on +46(0)88 653 56 13 or through www.afconsult.com
The notification shall include the shareholder's name, Swedish civil registration or corporate ID number where applicable, address, telephone number, registered shareholding and the number of assistants the shareholder wishes to bring to the meeting (maximum two). Authentication documents, such as power of attorney, registration certificates, etc., should be enclosed with the notification.
1 Proposed agenda
1. Election of Chairman.
2. Preparation and approval of voting list.
3. Election of one or two people to check the minutes.
4. Approval of agenda.
5. Check that the meeting has been duly convened.
6. Resolution on new issue of B shares.
2 Proposed resolution
Resolution on new issue of shares (item 6)
The Board of Directors proposes that the general meeting approve a new issue of a maximum of 4,500,000 B shares, through which resolution the Board will be authorised, no later than Friday 16 June 2006, to determine the maximum amount by which the company's share capital shall be increased (i.e. the number of old shares required for a subscription for one new share), and the amount to be paid for each new share (the subscription price).
The company's shareholders shall have preferential right to subscribe for the new shares in proportion to the number of shares they already hold. Shares which are not subscribed for under the preferential right shall be allocated firstly to subscribers who have exercised their subscription right in the new issue in proportion to the number of subscription rights which each of them exercised, and secondly, to underwriters of the new issue in proportion to the amount of the issue which each underwriting party underwrote. Share subscription by virtue of subscription rights must be paid for in cash during the period with effect from 28 June 2006 up to and including 11 August 2006. The Board of Directors shall have the right to extend the subscription period. The new shares shall be entitled to dividends with effect from financial year 2006. The proposed record day for receipt of subscription rights is 22 June 2006.
The Board intends to stipulate final conditions for the new issue such that the total issue amount will be around SEK 300 million.
The Board of Directors' detailed proposal for the above resolution, together with the documentation required by Chapter 13 § 6 of the Swedish Companies Act (2005:551), shall be available with effect from Thursday 1 June 2006 at the company's head office (Fleminggatan 7, Stockholm), and on the company's website, www.afconsult.com. Any shareholders who wish to examine these documents may request copies from the company. The material will be sent to them by post.
Stockholm, May 2006
AB Ångpanneföreningen (publ)
The Board of Directors
The ÅF Group is a leader in technical consulting, with expertise founded on more than a century of experience. We offer highly qualified services and solutions for industrial processes, infrastructure projects and the development of products and IT systems. We are also one of the leading names in testing and inspection.
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Today the ÅF Group has some 3,500 employees. Our base is in Europe, but our business and our clients are found all over the world.