STOCKHOLM, Sweden, April 3, 2002 (PRIMEZONE) -- The shareholders of Scandiaconsult AB (publ) are hereby notified of the Annual General Meeting of shareholders to be held on Tuesday, May 7, 2002 at 4.30 p.m in Wallenbergsalen, IVA (the Royal Swedish Academy of Engineering Sciences), Grev Turegatan 16, Stockholm.
Notification of Attendance
Shareholders wishing to attend the AGM must:
-- be registered in the shareholders' register kept by VPC AB
(the Swedish Securities Register Centre) on Friday,
April 26, 2002, and
-- notify the company of their own attendance and that of any
assistants (a maximum of two) by Thursday, May 2, at 4.00 p.m. at
the latest. Notification can be issued either in writing to
Scandiaconsult AB, Box 4205, SE-102 65 Stockholm, by phoning
+46 8 615 60 00, by faxing +46 8 702 19 13 or on Scandiaconsult's
web site: www.scc.se. Notification of attendance must include the
shareholder's name, Swedish personal/corporate identity number,
address, telephone number and details of registered shareholdings.
Shareholders who are to be represented must append a power of attorney to their notification of attendance. Representatives appearing on behalf of legal entities must produce a copy of their certificates of incorporation or corresponding authorisation documents specifying an authorised company signatory.
Shareholders whose shares are held in trust must, to be entitled to attend the meeting, temporarily register the shares in their own names with VPC. This re-registration process must be completed by Friday, April 26, 2002 at the latest. Requests for such re-registration should be made well in advance of the above-mentioned date.
Matters to be raised at the AGM:
1. Official opening of the Meeting.
2. Election of a person to chair the Meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to check the minutes along with the
Chairman.
6. Determination of whether the meeting has been duly convened.
7. The Managing Director's speech.
8. Question time.
9. Presentation of the Annual Report and the Auditor's Report, and
of the Consolidated Accounts and the Consolidated Auditor's
Report.
10. Resolutions regarding:
a) the adoption of the income statement and balance sheet and of
the consolidated income statement and the consolidated balance
sheet;
b) the allocation of the company's profit or loss in accordance
with the adopted balance sheet and determination of the
record day for dividend;
c) the discharge from liability of the Members of the Board and
the Managing Director.
11. Determination of the fees for the Board of Directors and
Auditors.
12. Determination of the number of Board Members and Deputy Board
Members.
13. Election of Board Members and Deputy Board Members.
14. Resolution proposal regarding authorising the Board of Directors
to decide on the acquisition and transfer of the company's own
shares.
15. Election of nomination committee.
16. Official closing of the meeting.
Proposals for Resolutions
Dividend Payment (item 10b)
The Board proposes, Monday, May 13, 2002 as the record day for the right to receive a dividend payment. A dividend payment of SEK 1.75 per share and an extraordinary dividend payment of SEK 2.00 per share are proposed for the 2001 financial year. Should the AGM decide in favour of the Board's proposal, it is expected that the dividend will paid on Thursday, May 16, 2002.
Proposal for the Board of Directors' Fees and the Election of the Board of Directors and Nomination Committee (items 11, 13, 15)
The nomination committee proposes:
-- that the Board of Directors' fees for the 2002 financial year
should amount to SEK 900,000 and be distributed within the Board
between the members elected by the AGM who are not employed by the
company,
-- that the Auditors' fees be payable in accordance with
approved invoices,
-- that Lars-Ove Hakansson, Jorgen Andersen, Klas Cederwall,
Jorn B. Jensen, Torbjorn Torell, Thord Wilkne and Svein Ribe
Anderssen be re-elected as Ordinary Board Members and
-- that the nomination committee shall, until the time of the
following AGM, consist of the Chairman of the Board, one
representative of each of the three largest shareholders and one
representative of the Swedish Shareholders' Association.
The nomination committee's proposals are supported by shareholders that represent more than half the number of votes for all shares in the company and by the Swedish Shareholders' Association.
Proposal for a Resolution to Authorise the Board of Directors to Decide on the Acquisition and Transfer of the Company's Own Shares (item 14)
The Board of Directors proposes that the AGM should authorise the Board of Directors, until the time of the following AGM and on one or more occasions, to decide on the following:
The acquisition of the company's own shares on Stockholmsborsen AB on the one hand or, in accordance with an offer to acquire shares directed to all shareholders, the transfer on the other hand of the company's own shares in a way other than on Stockholmsborsen AB in accordance with the rules set forth in section 7, Para. 21 of the Swedish Companies' Act, with or without deviating from the preferential rights of shareholders, or including a provision specifying that shares shall be paid for with means other than cash. The Board of Directors states that its reason for deviating from the preferential rights of shareholders is to achieve optimal market-related terms.
The Board of Directors shall have the right to decide on the acquisition of, at a maximum, the number of shares required for the company's own holding, not to exceed 10 per cent of all the shares in the company at any given time. The acquisition of shares on Stockholmsborsen AB shall be performed at the applicable share price at the time of acquisition, with a deviation not exceeding the registered share price interval at any given time. Acquisition through an offer to shareholders shall be performed at a price corresponding to the share price at the time of the offer with a maximum deviation of 10% up or down.
The Board of Directors shall also have to right to decide on the transfer of the company's own shares in ways other than via Stockholmsborsen AB in accordance with the provisions of section 7, Para. 21 of the Swedish Companies' Act. The transfer may take place at the lowest price corresponding to the applicable share price at the time of transfer, with a deviation that does not exceed the registered price interval at the time of transfer.
The purpose of the Board of Directors' proposal is to enable the adjustment of the company's capital structure on the one hand, and the acquisition of operations through payment with the company's own shares on the other.
The above decision shall only be valid if supported by shareholders that represent at least two-thirds of both the votes cast and the shares represented at the AGM.
Accounting documents and the Auditor's report, together with the Board of Directors' full proposal for the decision to authorise the Board of Directors to decide on the acquisition or transfer of the company's own shares, will be available as of Monday, April 22, 2002 from the company - address: Box 4205, SE-102 65 Stockholm - and will be sent to those shareholders who so request and who specify their postal addresses.
Scandiaconsult is a leading consulting engineering company in the Nordic market, offering comprehensive solutions in infrastructure and construction - from concept and analysis, planning and project management to operation and maintenance. Scandiaconsult's technical expertise is combined with solid knowledge in the fields of environment, international development issues and sustainable use of natural resources. The Group has 2,000 employees at 50 locations in Sweden, Norway and Finland. Scandiaconsult has annual sales of SEK 1.5 billion and is quoted on the A list of the Stockholm Stock Exchange. For more information visit www.scc.se.
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