ÅF - Invitation to attend an Extraordinary General Meeting of shareholders
For further information
Viktor Svensson, Informationschef 08-657 12 01/ 070-657 20 26
Shareholders in AB Ångpanneföreningen (publ) are invited to an Extraordinary General Meeting (EGM) of the company that will take place at 10.00 a.m. on Tuesday 14 August 2007 at AB Ångpanneföreningen's head office at number 7 Fleminggatan in Stockholm, Sweden.
Entitlement to attend
Shareholders who wish to participate in the EGM must
- have their names entered in the shareholders' register maintained by VPC AB, (the Swedish Securities Register Centre) by Wednesday 8 August 2007 at the latest, and
- confirm their intention to participate by 16.00 (4.00 p.m.) on Friday 10 August 2007 at the latest.
Shareholders who have elected to use a nominee for their shareholding must temporarily re-register their shares in their own name if they wish to exercise the right to participate in the meeting. Shareholders who wish to re-register their shareholding in this way must inform their nominee of this in good time prior to 8 August 2007.
Notice of an intention to participate in the EGM may be made by post to AB Ångpanne-föreningen, Corporate Information, Box 8133, SE-104 20 Stockholm, Sweden, or by telephone on +46 (0)10-505 00 00, by fax on +46 (0)8-653 56 13, or by e-mail via www.afconsult.com
Please specify your name, personal or corporate identity number, address, telephone number, registered shareholding and number of assistants/advisors (maximum of two). You are also kindly requested to provide documentary proof of entitlement to attend the meeting (power of attorney, registration certificate, etc.) together with your notification of attendance.
Proposed agenda for the EGM
1 Election of a chairman for the meeting
2 Preparation and approval of the list of those eligible to vote
3 Approval of agenda
4 Election of one or two persons to check the minutes
5 Confirmation of the legality of the call to meet
6 Approval of the resolution to sell subsidiary companies
Approval of the resolution to sell subsidiary companies (item 6 on the agenda)
(a) The Board of Directors of the company has approved the sale of all of the shares in the Finnish subsidiary ÅF-CTS Oy for a consideration of 4,000,000 (four million euros), which is in line with the book value of the subsidiary. The purchaser is the management of ÅF-CTS Oy which in turn will subsequently sell parts of the company to the venture capital company Nordic Mezzanine Ltd and the venture capital company Nordic Mezzanine Ltd. ÅF-CTS Oy has 130 employees and reports sales of approximately 9,000,000 (nine million euros) a year.
(b) The Board of Directors of the company has approved the sale of all the shares in the French subsidiary AF-Chleq Froté S.A. for a consideration of 3 (three euros). The purchaser is the management of AF-Chleq Froté S.A. AF-Chleq Froté S.A. has 50 employees and reports sales of approximately 6,000,000 (six million euros) a year.
These divestments are part of the process of re-alignment currently being undertaken within the ÅF Process Division. In view of the fact that the purchasers in both the above instances, (a) and (b), hold a position such as that described in Chapter 16, Section 2, paragraph 1, clause 2 of the Swedish Companies Act, it is necessary for the resolutions to acquire legal force that the sale in each instance is approved by a general meeting of shareholders in AB Ångpanneföreningen. For the resolution under item 6 of the agenda to be valid, it is required that the proposal is adopted by shareholders representing at least nine-tenths both of the votes cast and of the shares represented at the general meeting.
A proxy form for shareholders who wish to take part in the meeting via proxy will be available from the company at Fleminggatan 7 in Stockholm from 31 July 2007 and on the company's website: www.afconsult.com
As per 26 July 2007 there was a total of 16,368,926 shares issued and outstanding in the company: these represent 23,608,868 votes, divided into 804,438 "A" shares representing 8,044,380 votes and 15,564,488 "B" shares representing 15,564,488 votes. After full conversion the number of shares will rise to 16,993,926.
Stockholm, Sweden - July 2007
AB Ångpanneföreningen (publ)
The Board of Directors