shareholders, be permitted to transfer a maximum of 723,333 shares in the Company at a selling price of SEK 127.10 per share in conjunction with a demand for the redemption of the call options. The number of shares and the selling price of the shares covered by the transfer resolution in accordance with this item may be recalculated as a consequence of a bonus issue of shares, a consolidation or split of shares, a new share issue, a reduction in the share capital, or other similar measure. The resolution of the Meeting in accordance with the Board’s proposals in item 11 is contingent upon it being supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Meeting. Item 12:The Board of Directors proposes that it be authorised to decide to acquire, on one or more occasions prior to the next Annual General Meeting, a maximum of as many shares as may be acquired without the Company’s holding at any time exceeding 10 per cent of all shares in the Company. The shares shall be acquired on the Stockholm Stock Exchange at a price within the price interval registered at any given time, i.e. the interval between the highest bid price and the lowest offer price. Repurchase may not take place during the period when an estimate of an average price for the Swedish Match share on the Stockholm Stock Exchange is being carried out in order to establish the terms of any stock option programme for the senior company officials of Swedish Match. The purpose of the repurchase is primarily to enable the Company’s capital structure to be adjusted and to cover the allocation of options as part of the Company’s option programme. The resolution of the Meeting with regard to the Board proposals in item 12 is contingent upon it being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting. Item 13 a):The Board of Directors proposes a reduction in the Company’s share capital of SEK 28,800,000 by means of the withdrawal of 24,000,000 shares in the Company. The shares in the Company proposed for withdrawal have been repurchased by the Company in accordance with the authorisation granted by the General Meeting of the Shareholders of the Company. The Board of Directors further proposes that the reduced amount be allocated to a fund for use in repurchasing the Company’s own shares. Item 13 b):Provided that the Meeting passes a resolution in accordance with the Board’s proposals under item 13a) above, the Board of Directors proposes an increase in the Company’s share capital of SEK 28,800,000 through a transfer from non-restricted shareholders’ equity to the share capital (bonus issue). The share capital shall be increased without issuing new shares. The reason for the bonus issue is that if the Company transfers an amount corresponding to the amount by which the share capital is reduced in accordance with the Board’s proposals under item 13a) above, the decision to reduce the share capital can be taken without obtaining the permission of the Swedish Companies Registration Office (Bolagsverket), or, in disputed cases, the permission of a court of law. The effect of the Board of Directors’ proposal under item 13 a) entails a reduction in the Company’s share capital of SEK 28,800,000. The effect of the Board of Directors’ proposal under item 13 b) is a corresponding increase in the Company’s share capital through a bonus issue, thereby restoring it to its balance prior to the reduction. The resolution of the Meeting in accordance with the Board’s proposals in item 13 a) is contingent upon its being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting. Item 14:The Board of Directors proposes that the Company’s statutory reserve be reduced by SEK 80,364,332:20 to SEK 0, and that the reduced amount be allocated to a fund for use in repurchasing the Company’s own shares. The reduction is contingent on permission being obtained from the Swedish Companies Registration Office, or, in disputed cases, a court of law. | | Item 21: The Board of Directors proposes that the Meeting resolves, firstly, to invite shareholders with a shareholding in Swedish Match AB corresponding to fewer than 200 shares (one trading lot comprises 200 shares) to sell their entire shareholding in the company, free of brokerage charges, and secondly, to request that the Board of Directors draw up the details of terms and conditions and determine the timing of such an offer. The Board of Directors shall be entitled to adjust the terms and conditions of the offer in different countries, including the right to reduce the number of shares that shareholders are invited to sell, or entirely exclude shareholders in certain countries, for legal, administrative or cost reasons. Item 22: The Board of Directors proposes that the Articles of Association be amended as specified below. The amendments entail both the deletion of certain instructions in the Articles of Association, due to the fact that the Swedish Companies Act includes corresponding stipulations and such regulation is thus superfluous in the Articles of Association, and certain adjustments and supplements designed to ensure that the Articles of Association comply with the provisions of the new Swedish Companies Act. § 5: The current wording with regard to the nominal value of the share shall be deleted, since the new Swedish Companies Act stipulates that shares can no longer have a nominal value. § 6: As a fixed term for Members of the Board no longer needs to be stipulated in the Articles of Association under the new Swedish Companies Act, it is proposed that the last section of the paragraph, stipulating that Board Members be elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting, be deleted. § 7: To facilitate conformity with the Commission of the European Communities’ recommendation concerning seven-year auditor rotation, the text in the paragraph stipulating that the auditor term be four years shall be deleted with a view to allowing for three-year re-election terms. Furthermore, the wording shall be adjusted to make it clear that “one or two” (instead of “a maximum of two”) auditors or “one or two” (instead of “a maximum of two”) auditing firms shall be elected by a “General Meeting” (instead of “the Annual General Meeting”) The latter amendment means that an auditor may in future, where relevant, also be elected at an extraordinary General Meeting. With reference to the second section of the paragraph which refers to the Board’s right, under certain circumstances, to appoint one or more special auditors to review such statements and plans as are drawn up by the Board in accordance with the Swedish Companies Act, this regulation is to be extended so that, in addition to mergers and the issue of shares, it also covers the issue of warrants or convertibles containing non-cash regulations or stipulating that subscription be carried out with right of offset or other terms and conditions, the transfer of the Company’s own shares in exchange for payment in forms other than money, the reduction of the share capital or the statutory reserve, and the splitting of limited companies. The text is also to be clarified so that it clearly states that one or more registered public accounting firms may be appointed as special auditor. § 9: This paragraph, which primarily refers to the matters that shall be on the agenda of the Annual General Meeting of the Shareholders of the Company, shall be deleted in its entirety, since the Swedish Companies Act no longer contains any requirement for this to be specified in the Articles of Association. § 10: This text, which refers to the period within which notification of General Meetings of Shareholders shall be issued, is to be deleted, since the Swedish Companies Act includes a corresponding stipulation and such regulation is thus superfluous in the Articles of Association. In addition, due to new provision in the Swedish Companies Act, this paragraph is to be amended so that it states that the nationwide newspaper in which notices convening General Meetings shall be published shall be Svenska Dagbladet. This paragraph will now be § 9 following the implementation of the proposed amendments to the Articles of Association. § 11: Due to new provisions in the Swedish Companies Act, the text is to be amended so that the printout of the register of shareholders specified therein shall refer to the state of affairsfive working days (formerly ten days) before the Meeting and is to be adjusted so that reference is made to the correct section of the new Swedish Companies Act. Furthermore, the text should |