(ELUX) The shareholders of AB Electrolux (publ) are hereby invited to
participate in the Extraordinary General Meeting of Shareholders of the
Company on Wednesday, June 16, 2004 at 6.00 p.m. CET, at the Axel
Wennergren hall, AB Electrolux, S:t Göransgatan 143, Stockholm, Sweden.
Attendance at the meeting
Shareholders who wish to participate in the General Meeting must
– be registered in the share register kept by VPC AB (Swedish Central
Securities Depository & Clearing Organisation) on Sunday, June 6, 2004.
– give notice of intent to participate, thereby stating the number of
advisors attending, to the Company no later than 4 p.m. on Friday, June
11, 2004. Notice of intent to participate can be given by mail to AB
Electrolux, C-J, SE-105 45 Stockholm, Sweden, by telephone +46-8-738
6410 or by fax +46-8-738 6335.
Since the record date (June 6, 2004) will fall on a Sunday, shareholders
must be registered with VPC on Friday, June 4, 2004, to be entitled to
participate in the General Meeting.
Notice should include the shareholder’s name, registration number, if
any, address and telephone number. Shareholders may vote by proxy, in
which case a power of attorney should be submitted to the Company prior
to the General Meeting.
Shareholders, whose shares are registered through banks or other
trustees, must have their shares registered in their own names in order
to be entitled to participate in the General Meeting. In order for the
registration to be entered in the share register on Sunday, June 6,
2004, shareholders should request that the trustee effects re-
registration well in time before Friday, June 4, 2004.
Agenda
1. Election of Chairman at the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two minutes-checkers
5. Determination as to whether the meeting has been properly convened
6. Proposal for resolutions on
a) reduction of the share capital through redemption of shares of
series A and/or series B
b) new issue of shares of series C
c) reduction of the share capital through redemption of shares of
series C and transfer to the statutory reserve
7. Closing of the meeting
Proposal for resolutions on (A.) reduction of the share capital through
redemption of shares of series A and/or series B, (B.) new issue of
shares of series C and (C.) reduction of the share capital through
redemption of shares of series C and transfer to the statutory reserve
(Item 6)
Background
The Annual General Meeting of AB Electrolux decided on April 21, 2004 to
implement a share redemption offer, pursuant to which the Company’s
shareholders are offered to have their shares redeemed with repayment to
the shareholders of approximately SEK 3 billion. The application period
for participation in the redemption offer runs from and including May 4,
2004 up to and including June 1, 2004.
In order to implement the redemption offer and to effectuate payment to
the shareholders, an Extraordinary General Meeting must resolve on (i)
reduction of the share capital, as a consequence of the redemption
offer, with a statement of the definite redemption price and the
definite number of shares that the redemption comprises, (ii) an issue
of new shares of series C to such an extent that an amount equal to the
reduction amount is contributed to the Company, and (iii) reduction of
the share capital in an amount corresponding to the reduction amount
through redemption of shares of series C and transfer to the statutory
reserve.
In view of the above, the Board of Directors proposes that the
shareholders at the Extraordinary General Meeting on June 16, 2004 adopt
primarily the following resolutions.
A. Reduction of the share capital through redemption of shares of series. A and/or series B
The Company’s share capital shall be reduced by no more than SEK
76,652,650 (the reduction amount) through redemption of no more than
15,330,530 shares. The purpose of the reduction is repayment to the
shareholders. For each redeemed share SEK 200 will be paid, of which SEK
5 constitutes the par value. In total, payment will be made of no more
than SEK 3,066,106,000.
The exact redemption amount and the number of shares of series A and/or
series B, which are proposed to be resolved on by the General Meeting
under this Section A., will be made public no later than a week before
the General Meeting.
B. New issue of shares of series C. The Company’s share capital shall by way of a new issue be increased by
no more than SEK 76,652,650, through subscription for no more than
15,330,530 shares of series C, each share with a par value of SEK 5.
The exact share capital increase and the number of new shares of series
C, which are proposed to be resolved on by the General Meeting under
this Section B., will be made public no later than a week before the
General Meeting.
Svenska Handelsbanken AB (the “Bank”) shall subscribe for the new shares
with deviation from the shareholders’ preferential rights. Subscription
for the new shares shall be made on a subscription list no later than
June 21, 2004 and a price of SEK 5 per share shall be paid in cash for
the subscribed shares, in connection with the subscription. The new
shares are subject to the articles of association’s reservation on
reduction in accordance with Chapter 6, Section 8 of the Swedish
Companies Act and do not entitle to dividend.
As concerns the reason for deviation from the shareholders’ preferential
rights and the basis for establishment of the issue price, the following
is stated. The resolution to redeem shares pursuant to Section A. above
may be executed without the delay of obtaining court approval, if, at
the same time, an amount equal to the reduction amount is contributed to
the Company by way of a new issue of shares. The Bank has undertaken to
subscribe for the shares and have the shares redeemed in accordance with
Section C. below. The issue price has been determined in agreement with
the Bank.
C. Reduction of the share capital through redemption of shares of series. C and transfer to the statutory reserve
The Company’s share capital shall be reduced by no more than SEK
76,652,650 (the reduction amount) through redemption of no more than
15,330,530 shares of series C, and an amount corresponding to the
reduction amount shall be transferred to the statutory reserve. The
purpose of the reduction is repayment to the shareholder (the Bank). In
order to make the transfer to the statutory reserve of an amount
corresponding to the reduction amount, funds from non-restricted equity
will be used. Redemption shall be effectuated immediately after
registration of the new shares of series C issued in accordance with
Section B. above.
The exact redemption amount and the number of shares of series C, which
are proposed to be resolved on by the General Meeting under this Section
C., will be made public no later than a week before the General Meeting.
A redemption price shall be paid for each redeemed share in the amount
of SEK five, adjusted as per the day of redemption with an interest rate
corresponding to STIBOR 30 days plus 0.05 percentage points, calculated
from the day of payment of the subscription price for the shares of
series C.
The General Meetings’ resolutions under Item 6 Sections A. – C. above
shall be adopted together as one resolution. In order for the resolution
to be valid, shareholders holding not less than two thirds of the votes
cast as well as the shares represented at the General Meeting must vote
to approve the resolution.
The Board of Directors’ complete proposals under Item 6 as well as
documents pursuant to Chapter 4, Section 4 of the Swedish Companies Act
will be available at the Company – AB Electrolux, C-J, S:t Göransgatan
143, SE-105 45 Stockholm, Sweden and on the Group’s home page on the
internet: www.electrolux.com/egm2004 – and will, on request, be sent to
shareholders at the address given, as from June 9, 2004.
Stockholm in May 2004
THE BOARD OF DIRECTORS
The Electrolux Group is the world’s largest producer of powered
appliances for kitchen, cleaning and outdoor use, such as refrigerators, washing machines, cookers, vacuum cleaners, chainsaws, lawn mowers, and
garden tractors. Every year, customers in more than 150 countries buy
more than 55 million Electrolux Group products for both consumer and
professional use sold under famous brands such as AEG, Electrolux, Zanussi, Frigidaire, Eureka and Husqvarna. In 2003, Electrolux had sales
of SEK 124.1 billion and 77,100 employees.
Further information
For further information, please contact Investor Relations at +46 8 738
60 03. Electrolux Press Hotline is available at +46 8 657 65 07.