Notice convening an extraordinary general meeting in SAS AB
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[Unauthorised translation] Notice convening an extraordinary general meeting in SAS AB (publ) Notice is hereby given to the shareholders of SAS reregistration of such shares and notification of AB (publ) (the “Company”) that an extraordinary participation in the general meeting must be made general meeting will be held on Tuesday 6 well in advance and not later than on 25 October November 2001. 2001 at 15.00 to Unibank A/S at the above address. Forms of notification and proxy are available from The general meeting will be held at 16.00 at Berns Unibank A/S. Hotell, Kammarsalen, Berzelii Park, Näckströmsgatan 8, Stockholm. Shareholders are In connection with reregistration the financial also entitled to attend the general meeting via institution in Denmark, with which the shareholder’s telecommunication link at 16.00 in Bella Center, shares are registered (and custody account Center Boulevard 5, 2300 Copenhagen S (the number) must be stated. Congress entrance) and at 16.00 at Clarion Hotel Royal Christiania, Buskop Gunnerus gate 3, Oslo. Shareholders whose shares are already registered in their own names with VPC AB in Sweden may Registration of participation at the general meeting give notice of their participation in the general ends when the general meeting starts. meeting later, however, not later than on 30 October 2001 at 16.00 as stated above. Notice to shareholders registered with the Swedish Central Security Depository (“VPC Shareholders registered with VPS in Norway AB”) (other than shareholders registered with the Danish Central Security Depository (“VP”) Shareholders who wish to attend the general or the Norwegian Central Security Depository meeting must contact Christiania og Kreditkasse (“VPS”)) ASA (K-Bank) by letter to Verdipapirseksjonen, PO Box 1166 Sentrum, NO-0107 Oslo or by fax Shareholders who wis h to attend the general +47 22 48 63 49 not later than 25 October 2001 at meeting must be registered in the Company’s 15.00. Otherwise, participation is subject to the register of shareholders maintained by VPC AB on following terms: 26 October 2001. Shareholders who wish to attend the general Shareholders whose shares are registered in the meeting must be registered in the Company’s name of a nominee have to reregister their shares register of shareholders maintained by VPC AB in temporarily in their ow n names to be entitled to Sweden on 26 October 2001. attend the general meeting. Such reregistration must have been completed with VPC AB by 26 Shareholders who have acquired their shares in October 2001. Consequently, the shareholder must Norway must therefore request K-Bank to have inform the nominee well in advance of that date. their shares reregistered temporarily in their own names with VPC AB in Sweden to be entitled to Notification of participation must be made to the attend the general meeting. Request for Company not later than on 30 October 2001 at reregistration of such shares and notification of 16.00 at the address: SAS AB, (publ), att: Investor participation in the general meeting must be made Relations, Agneta Kampenborg Ekström/STOUU, well in advance and not later than on 25 October SE-195 87, Stockholm or by tel +46 8 797 41 99 or 2001 at 15.00 to K-Bank at the above address. fax +46 8 797 51 10. Forms of notification and proxy are available from K-Bank. Shareholders registered with VP in Denmark Shareholders whose shares are already registered Shareholders who wish to attend the general in their own names with VPC AB in Sweden may meeting must contact Unibank A/S by letter to give notice of their participation in the general Company Services H.H., PO Box 850, DK-0900 meeting later, however, not later than on 30 Copenhagen C, by tel +45 33 33 33 01 or fax October 2001 at 16.00 as stated above. +45 33 33 10 31, not later than on 25 October 2001 at 15.00. Otherwise, participation is subject to the Instructions common to all shareholders following terms: When giving notice of their participation in the Shareholders wishing to attend the general meeting general meeting, shareholders should state the must be registered in the Company’s register of address at which they want to participate. shareholders maintained by VPC AB in Sweden on 26 October 2001. Shareholders whose shares are registered in more than one country should state this when giving Shareholders who have acquired their shares in notice of participation. Denmark must therefore request Unibank A/S to have their shares reregistered temporarily in their Shareholders or representatives of shareholders own names with VPC AB in Sweden to be entitled may be accompanied by two persons as a to attend the general meeting. Request for maximum. Such persons accompanying 2(2) l shareholders wil be admitted to the general meeting, provided that the shareholder notifies the 12. Closing of the general meeting. Company of the number of companions as described above regarding notification of shareholders’ participation in each country. Draft resolutions etc Shareholders who are represented by proxy must 2. Election of the chairman of the meeting provide such person with a written proxy. The Claes Beyer original completed form of proxy should, well in advance of the general meeting, be forwarded to 9. Election of members of the Board of the Company at one of the addresses stated in this Directors notice convening the meeting. Representatives of a In pursuance of Article 6 of the Articles of legal person should, furthermore, submit a certified Association, the Board of Directors elected copy of the completed registration form or similar by the general meeting comprises six documentation. members. A proposal for the members to be elected to the Board of Directors for the In connection with the general meeting a list will be period until the end of the next annual made of the participating shareholders, proxies and general meeting will be announced later. companions including details as to the number of shares and votes each shareholder and proxy may 10. Election of a nomination committee for the exercise (list of voting power ). A list of coming election of members of the Board of shareholders who have given notice of their Directors participation, proxies and companions including the In pursuance of Article 13 o) of the Articles details described (list of registered participants) will of Association, the nomination committee be distributed at the entrance. for the coming election of the Board of Directors is to be elected at the annual Proposed agenda general meeting. The Board of Directors proposes that the general meeting should 1. Opening of the general meeting now elect a nomination committee to nominate members of the Board of 2. Election of the chairman of the meeting Directors before the next annual general 3. Drawing up and approval of a list of votes meeting. The proposed members of such nomination committee will be announced 4. Approval of the agenda later. 5. Election of two persons to take the minutes __________________ 6. Questions as to the legality of the notice convening the meeting Stockholm, October 2001 The Board of Directors 7. The report of the President and CEO 8. Resolution of remunerations to the members of the Board of Directors The complete proposals for decision stated 9. Election of members of the Board of under item 9 “Election of members of the Directors Board of Directors and item 10 “Election of a nomination committee” will, when made 10. Election of a nomination committee for the available to the Company, be notified in the coming election of members of the Board of usual manner and be available at the Directors Company’s address: Frøsundaviks Allé 1, 11. The proposal of the shareholder Sveriges Solna, Stockholm, on the Internet at Aktiesparares Riksförbunds for resolution www.scandinavian.net under Investor on an independent auditor: Relations, and from Unibank A/S, Company Services H.H. Helgeshøj Alle 33, 2630 In its capacity as a shareholder of SAS AB Taastrup and from Christania Bank og (publ), Sveriges Aktiesparares Riksförbund Kreditkasse ASA (K-bank), ( " "Akiespararna) requests that an Verdipapirseksjonen, Essendropsgaten 7, independent audit should be made of Oslo. The proposals will also be sent to certain circumstances in the SAS Group in shareholders requesting it. pursuance of section 21 of part 11 of the Swedish companies Act. In the opinion of The general meeting premises will open at the "Aktiespararna" , an independent 15.00 in Stockholm, Copenhagen and Oslo. auditor should be appointed to identify the extent to which the actions of the Board of This is an unauthorised translation of the Directors and the President and CEO in Swedish notice to the extraordinary general relation to the unlawful restrictive trade meeting in SAS AB. In the event of any agreement between SAS and Maersk Air discrepancies, the Swedish original version A/S have caused losses to the Company shall have precedence. and its shareholders and whether the Company can hold the President and CEO and the Board of Directors responsible.