Notice of Annual General Meeting of Wihlborgs Fastigheter AB (publ)

Notice of Annual General Meeting of Wihlborgs Fastigheter AB (publ) The shareholders of Wihlborgs Fastigheter AB (publ) are hereby given notice of an Annual General Meeting to be held on Wednesday 31 March 2004 at 5pm at Konserthuset (Concert Hall), Föreningsgatan 35, Malmö, Sweden. Notification Shareholders who wish to attend the Annual General Meeting must - be recorded in the shareholders' register maintained by VPC AB (Swedish Securities Register Centre) on Friday 19 March 2004. - no later than 4pm on Wednesday 24 March 2004 notify Wihlborgs of attendance and, where appropriate, of the shareholder's intention to be accompanied by no more than two assistants. Notification of attendance of the Meeting may be effected in the following ways: - by post to Wihlborgs Fastigheter AB, PO Box 97, SE-20120 Malmö, Sweden - by telephone on +46 (0)40 690 57 70 - by fax on +46 (0)40 23 45 52 - by e-mail to The notification must include the shareholder's name, civic registration number/corporate identity number, address, telephone number and number of shares owned. Shareholders who have chosen to nominee-register their shares must, in order to attend the meeting, temporarily re-register their shares in their own names with VPC AB (Swedish Securities Register Centre) no later than Friday 19 March 2004. Requests for such registration must be made to nominees well in advance of that date, in order for it to be possible to arrange this. Shareholders' proxies must, at the Meeting, show dated proxy documents which must not be more than one year old. Representatives of legal entities should show registration certificates or equivalent documents providing evidence of their authority. Agenda 1. Opening of the Meeting 2. Election of Chairman of the Meeting 3. Preparation and approval of voting list 4. Election of one or two persons to verify the minutes 5. Approval of agenda 6. Determination that the Meeting has been duly convened 7. Statement by Chief Executive Officer 8. Presentation of the annual report and the audit report, and the consolidated accounts and the auditors' report on the consolidated accounts 9. Resolutions concerning a, adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet b, allocation of the Company's profit as shown in the adopted balance sheet (see below) c, discharge from personal liability of the Members of the Board and the Chief Executive Officer d, record date, in case the Meeting resolves to declare a dividend (see below) 10. Resolution in respect of the number of Members of the Board 11. Determination of fees to be paid to the Members of the Board and the auditors (see below) 12. The Chairman of the Meeting provides information about positions held in other companies or organisations by those concerned in the election of Members of the Board 13. Election of Members of the Board (see below) 14. Election of Nomination Committee 15. Resolution in respect of authorisation for the Board to acquire and assign own shares (see below) 16. Proposal regarding repurchased shares (see below) 17. Report from the company's audit committee 18. Written communication from Sveriges Aktiesparares Riksförbund/Swedish Shareholders' Association (see below) 19. Any Other Business 20. Conclusion of the meeting Proposed resolutions Dividend, item 9 b and d The Board proposes that the Annual General Meeting declare a dividend of SEK 6.00 per share in respect of the year 2003. Monday 5 April 2004 is proposed as the record date for the dividend. If the Annual General Meeting resolves in accordance with the proposal, the cash dividend is expected to be sent out by VPC AB on Thursday 8 April 2004. Election of Board etc., items 10, 11 and 13 The Nomination Committee proposes that the number of Members of the Board remain unchanged, i.e. seven members. It is proposed that Stefan Dahlbo, Göte Dahlin, Kerstin Fredriksson, Sven-Åke Johansson, Erik Paulsson, Mats Qviberg and Maths O. Sundqvist be re-elected. Fees of SEK 1,025,000 are proposed for the Board, representing an increase of SEK 175,000, to be allocated as the Board may resolve. It is proposed that auditors' fees be paid as per invoice. Election of nomination committee, item 14 It is proposed the nomination committee comprise representatives of the three biggest shareholders in Wihlborgs Fastigheter AB (publ) at the end of the third quarter plus the chairman of the board of Wihlborgs Fastigheter AB (publ) as convenor. Authorisation for the Board to acquire and assign own shares, item 15 The Board proposes that the Annual General Meeting resolve to grant the Board authority, until the next Annual General Meeting, to acquire and assign own shares. No more than the number of shares which at any time correspond to 10 per cent of all the issued shares in the company may be acquired. Acquisition may take place through purchase on the Stockholm Stock Exchange. No more than the number of shares which at any time correspond to 10 per cent all of the issued shares in the company may be assigned. It shall be possible for assignment to take place both on the Stockholm Stock Exchange and, in deviation from the preferential right of the shareholders, to third parties at the time of property or company acquisition. Payment for assigned shares may be made in cash or through payment in kind or by offset, or otherwise subject to conditions. The purpose of the authorisation is for it to be possible continuously to adapt the capital requirements of the company and consequently be able to contribute to increased shareholder value, and to be able to assign shares in connection with the financing of property and business acquisitions, by payment with the company's own shares. Proposal regarding repurchased shares, item 16 The board proposes that the meeting resolve that the company's share capital be reduced by SEK 82,745,300 through withdrawal of 1,654,906 shares. The shares it is proposed be withdrawn have been repurchased by the company in accordance with authorisation by the meeting. Written communication from the Swedish Shareholders' Association, item 18 In their capacity as shareholders in Wihlborgs Fastigheter AB (publ), the Swedish Shareholders' Association has requested to have the following issues dealt with at the AGM: - Decision by the AGM to set up an AGM-elected nomination committee - Decision by the AGM to commission the board with setting up a payment committee - Decision by the AGM to commission the board with setting up an audit committee, or if such a committee already exists a decision that its work and function be accounted for as a separate item at the AGM Miscellaneous The annual report and auditors' report and the Board's full proposals on other matters will be available at Wihlborgs' offices in Malmö and Nacka as from Wednesday 17 March 2004. Copies of the documents will be sent to those shareholders who so request and provide information on their postal address. Programme for Annual General Meeting 4 pm Entrance to the premises where the AGM is to be held is opened 5 pm The Annual General Meeting is opened Light refreshments will be served after the Annual General Meeting. Malmö, February 2004 Wihlborgs Fastigheter AB (publ) The Board Wihlborgs Fastigheter AB (publ) is one of Sweden's biggest listed real-estate companies, with real estate to a book value of SEK 16.6 billion. The real estate, which is concentrated on the Stockholm and Öresund regions, has a rental value on a twelve-month basis totalling SEK 1.7 billion, and a rentable area of 1.8 million square metres. The company has offices in Stockholm, Malmö, Copenhagen and Helsingborg. Wihlborgs' shares are listed on Attract40 on the Stockholm Stock Exchange's O-list. ------------------------------------------------------------ This information was brought to you by Waymaker The following files are available for download:

26 Feb 2004 5:42 PM

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