STOCKHOLM, Sweden, March 01, 2004 (PRIMEZONE) -- Shareholders in Gunnebo AB (publ) are herewith invited to attend the Annual General Meeting of the company which will be held at 5.00 p.m. on Monday, 29 March 2004, in the Chalmers Studentkar building at Chalmersplatsen 1, Goteborg. Light refreshments will be served from 4.00 p.m.
Notification
Shareholders who wish to participate in the Annual General Meeting shall be entered in the register of shareholders maintained by VPC AB by no later than Friday, 19 March 2004 and have notified the company by no later than noon on Tuesday, 23 March 2004 by writing to Gunnebo AB (publ), Box 5181, 402 26 Goteborg, Sweden or by telephoning +46 (0)31 83 68 00. Shareholders whose shares are registered under a nominee name, must temporarily re-register the shares with VPC in their own names by no later than Friday, 19 March 2004 to be entitled to participate in the Meeting, and should notify their account operator of their wish well in advance of this date.
Agenda
1. Election of Chairman of meeting.
2. Preparation and approval of voting list.
3. Approval of agenda.
4. Election of one or two adjusters to approve the minutes of the
meeting.
5. Resolution on whether the meeting has been duly convened.
6. President's address.
7. Report on the work done by the Board and its committees.
8. Presentation of the annual report and the consolidated
financial statements, and of the report of the auditors on
the annual report and the consolidated financial statements
for the 2003 financial year.
9. Resolutions concerning
a) the adoption of the parent company's profit and loss
account and balance sheet and the consolidated profit
and loss account and balance sheet.
b) the proposed treatment of the company's unappropriated
earnings as stated in the adopted balance sheet.
c) the discharge of the members of the Board and the President
from liability.
10. Resolution concerning the number of members and deputy
members of the Board.
11. Determination of fee for the Board.
12. Election of Board.
13. Election of Nomination Committee.
14. Determination of auditors' fees.
15. Election of auditors and deputy auditors.
16. esolution on a 2:1 share split - amendment to #5 of the
articles of association.
17. Authorisation of Board to take decisions on share issues.
18. Other business.
19. Closure of the meeting.
Proposals for decisions
Dividend
The Board proposes that a divided of SEK 4.50 per share (before split) be paid. The proposed date of record for entitlement to dividend is 1 April 2004. The dividend approved by the Annual General Meeting is expected to be paid on 6 April 2004.
Board members and fee for Board members The Nomination Committee elected by the Annual General Meeting proposes that ordinary Board members Roger Holtback, Nils-Olov Jonsson, Sten Langenius, Mikael Jonsson, Bjarne Holmqvist and Martin Svalstedt be re- elected, and that Lena Olving be elected. Rolf Ekedahl has declined re- election.
It is proposed that the fee for Board members remain unchanged at SEK 1,070,000 and that it be allocated at the discretion of the Board.
Shareholders who jointly represent over 40% of the total number of shares and votes in the company have given notice that they will support these proposals.
Nomination Committee
Shareholders of the company who jointly represent over 40% of the total number of shares and votes in the company have given notice that they will be proposing to the Annual General Meeting that the Nomination Committee comprise the Chairman and a representative of each of the three largest shareholders at the end of the third quarter, and that the Committee's members be introduced in the Q3 interim report for 2004. The Nomination Committee shall submit nominations for the Board to the 2005 Annual General Meeting.
Auditors
Shareholders who jointly represent over 40% of the total number of shares and votes in Gunnebo propose that PricewaterhouseCoopers AB, registered public accounting firm, be elected as the company's auditors for the period ending at the close of the 2008 Annual General Meeting.
Resolution on 2:1 share split - amendment to #5 of the articles of association The Board proposes that #5 of the articles of association be amended whereby the par value of each share shall be SEK 5, giving two new shares each having a par value SEK 5 for each existing share having a par value of SEK 10.
Share issue The Board proposes that it be mandated for the period until the next Annual General Meeting to take decisions on increasing the company's share capital by a maximum of SEK 6,000,000 through the issue of up to a total of 1,200,000 new shares (after split), with or without prior rights for shareholders to take part in the issue and with or without provisions for issues in kind, netting or such other conditions as are referred to in Chapter 4 #6 of the Swedish Companies Act. Goteborg, March, 2004 Gunnebo AB (publ) The Board of Directors
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