The shareholders in Boliden AB are given notice of an extraordinary shareholders' meeting to be held on October 21, 2005, at 2.00 p.m. (CET) at World Trade Center (conference room New York), Klarabergsviadukten 70, Stockholm, Sweden. The venue of the meeting opens for registration at 1.00 p.m. (CET).
Notification
Shareholders who wish to attend the shareholders' meeting shall be registered in the share register kept by the VPC AB (the Swedish Central Securities Depository) on Tuesday October 11, 2005 (see below regarding re-registration of nominee-registered shares), and shall notify the Company of their attendance at the shareholders' meeting:
- by mail to Boliden AB, Group Legal Affairs, P.O. Box 44, SE-101 20 Stockholm, Sweden;
- by telephone +46-(0) 8-32 94 29 daytime 9.30-11.30 a.m. and 1.30-4.00 p.m. (CET);
- by facsimile +46-(0)8-30 95 36; or
- on Boliden's web-site www.boliden.com.
The notification of attendance should be received by the Company no later than on October 17, 2005, at 4.00 p.m. (CET). The notification will be confirmed by an entry card to be presented by the participating shareholder upon registration. In the notification, the shareholder shall state its name, social security number or corporate registration number, as applicable, address and telephone number as well as the number of assistants (maximum two) attending the meeting. Where applicable, complete authorising documents such as certificate of registration or equivalent should be enclosed.
Proxy
Shareholders represented by proxy shall issue a dated and signed proxy. If the proxy is issued on behalf of a legal person or entity, a certified copy of a certificate of registration or similar shall be appended. The proxy and the certificate may not be older than one year. The information given will only be used in connection with the shareholders' meeting. In order to facilitate the entry procedure at the meeting, an original of the proxy and, where applicable, the certificate, shall be submitted to the Company by mail at the address referred to above well in advance of the shareholders' meeting.
Shares held by a nominee
Shareholders whose shares are registered in the name of a nominee shall, in order to be entitled to attend the meeting, temporarily re-register their holdings with the VPC in their own name no later than October 11, 2005.
Proposal for agenda
- Opening of the meeting.
- Election of chairman at the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda for the meeting.
- Election of one or two persons to verify the minutes.
- Determination as to whether the meeting has been duly convened.
- Determination of the number of members and deputy members of the board of directors
- Election of members and deputy members of the board of directors and chairman of the board of directors
- Closing of the meeting.
Background and proposal (item 7 and 8)
Outokumpu has per September 19, 2005 sold its remaining holding of shares in Boliden AB. The company has thereafter received written notices from shareholders representing more than one tenth of the shares and votes in the company requesting the company to summon an extraordinary shareholders' meeting to elect members to the board of directors.
Shareholders representing approximately 32 percent of the shares and votes of the company propose that the number of board members elected by the General Meeting shall be eight and that there shall be no deputy board members elected by the General Meeting, that Ulla Litzén, Matti Sundberg, Anders Sundström and Anders Ullberg shall be elected new members of the board of directors to replace Risto Virrankoski who has resigned and Satu Huber and Christoffer Taxell who are to be dismissed, that the board members Carl Bennet, Marie Berglund, Jan Johansson and Leif Rönnbäck remain board members as elected by the annual General Meeting 2005 and that Anders Ullberg shall be elected chairman of the board of directors.
The proposal shall be for the period up until the end of the next annual General Meeting.
For presentation of the proposed new members of the board of directors, see Boliden's web-site www.boliden.com
Stockholm, October 2005
Boliden AB (publ)
The Board of Directors
This document is an in-house translation of the Swedish language notice of the extraordinary shareholders meeting. In case of discrepancies between this document and the Swedish language version, the Swedish language version shall prevail.
For further information, please contact:
Ulf Söderström, Senior Vice President, Group Communications, Boliden AB,
tel.: +46 (0)8-610 15 57, +46 (0)70-618 95 95