STOCKHOLM, Sweden, March 02, 2005 (PRIMEZONE) -- Shareholders in Gunnebo AB (Publ) are herewith invited to attend the Annual General Meeting at 5.00 pm on Thursday 31 March 2005 in the Chalmers Institute of Technology's Student Union building, Chalmersplatsen 1, Goteborg, Sweden. Light refreshments will be served from 4.00 pm.
Shareholders who wish to participate in the Meeting shall be entered in the register of shareholders maintained by VPC AB by no later than Monday 21 March 2005, and shall have notified the company of their intention in writing by no later than noon on Thursday 24 March 2005. Address: Gunnebo AB (publ), Box 5181, S-402 26 Goteborg, Sweden. Notice may also be given by telephone: +46 31 83 68 00. To be entitled to participate shareholders whose shares are registered under a nominee name must temporarily re-register their shares in their own name with VPC by no later than Monday 21 March 2005. This means that shareholders must notify their account operator well ahead 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 concerning the due convening of the Meeting
6. Address by company's President and CEO
7. Presentation of the activities of the Board and its sub-committees
8. Presentation of the annual report and the consolidated financial
statements for 2004, and the reports of the auditors thereon
9. Decisions on
a) the adoption of the parent company income statement and balance
sheet and the consolidated income statement and balance sheet
b) treatment of the unappropriated earnings as stated in the adopted
balance sheet
c) the discharge of the members of the Board and the President from
liability
10. Decision on the number of members and deputy members of the Board
11. Decision on the fee to be paid to the Board
12. Election of Board
13. Decision on principles for appointing members to the
Nominating Committee
14. Decision on fee to be paid to the auditors
15. Mandate for Board to make decisions on share issues
16. Any other business
17. Closure of the meeting
Proposals for decisions
Dividend
The Board proposes that a dividend of 2.25 kronor per share be paid. It is proposed that the date of record for entitlement to dividend be Tuesday 5 April 2005. It is expected that the dividend approved by the shareholders at the AGM will be distributed by VPC on Tuesday 12 April 2005. The Board proposes that shareholders decide in favour of distributing all shares in Gunnebo Industrier AB, whereby shareholders will receive one share in Gunnebo Industrier AB for every five shares they own in Gunnebo AB. As a result of the distribution, Gunnebo AB's non-restricted equity will decline by no more than 347 million kronor.
Board and Board fee
The Nominations Committee elected by the Annual General Meeting proposes that Roger Holtback, Nils-Olov Jonsson, Sten Langenius, Mikael Jonsson, Bjarne Holmqvist, Martin Svalstedt and Lena Olving be re-elected. It is proposed that a total fee of 1,150,000 kronor be paid to the Board, of which it is proposed that 400,000 kronor be paid to the Chairman -- this fee share include remuneration for committee work -- and 150,000 kronor each be paid to the other members elected by the AGM. The Nominations Committee also proposes that a special fee amounting in total to 75,000 kronor be paid to the members of the Board's audit committee and its remuneration committee -- over and above the Chairman, to be distributed among the members in accordance with the Board's decision. Shareholders representing some 40 % of the total number of shares and votes in the company have indicated that they support these proposals.
Nominating committee
Shareholders representing some 40 % of the total number of shares and votes in the company have notified that company that they will propose to the AGM that the Nominating Committee shall consist of the Chairman of the Board and one representative of each of the company's three largest shareholders at the end of the third quarter and that these representatives shall be presented in the interim report for the January-September period 2005. The Nominating Committee shall submit proposals for the Board to the 2006 Annual General Meeting.
Fee to auditors
The Board proposes that remuneration to the auditors shall be paid in accordance with the current contract.
Share issue
The Board proposes that is be mandated to make decisions during the period between now and the next Annual General Meeting to raise the company's share capital by up to 6,000,000 kronor via the issue of no more than 1,200,000 shares (after split), with or without prior rights for existing shareholders to participate in the issues and with or without conditions relating to any exchange of assets, netting or any such other conditions as a referred to in Chapter 4 #6 of the Swedish Companies Act.
Goteborg March 2005 Gunnebo AB (publ) Board
GUNNEBO AB (publ) Information
For further information, please contact: Janerik Dimming, Director of Information, Gunnebo AB, tel +46-31-83 68 03, +46-705-83 68 03 (mobile) or at e-mail: janerik.dimming@gunnebo.se
Gunnebo is an international fast growing security group with 110 companies located in 32 countries. The Group has sales to a further hundred markets via agents and distributors. Annual turnover amounts to some MEUR 840. Gunnebo's security products mainly include fire and burglar resistant safes, security products for banks and cash handling, electronic security systems, fire protection, entrance control and access control, alarm centres and indoor and outdoor perimeter protection. Gunnebo has at its disposal some of the world's leading brand names in security: Chubbsafes, Fichet-Bauche, Rosengrens, Ritzenthaler, Garny, Leicher, Troax and Elkosta. Gunnebo Engineering holds market leading positions in lifting- and fastening systems.
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