STOCKHOLM, Sweden, April 18, 2002 (PRIMEZONE) -- At Skandia's Annual General Meeting on April 17, 2002, in accordance with the recommendation of the Nominating Committee, Melker Schorling (currently serving as a policyholder representative on Skandia's board) was elected as a new director on Skandia's board. In addition, Lars Ramqvist, Eero Heliovaara and Willem Mesdag were re-elected as directors. All of these directors were elected for terms extending through the 2004 Annual General Meeting.
As policyholder representatives on Skandia's board, the Swedish Consumer Agency and the Stockholm Chamber of Commerce appointed Boel Flodgren (re-election) and Maria Lilja (new election), respectively.
Following the Annual General Meeting, the number of AGM-elected directors has increased from seven to eight, and Skandia's board has the following composition: Lars Ramqvist, Boel Flodgren, Eero Heliovaara, Maria Lilja, Oonagh McDonald, Willem Mesdag, Lars-Eric Petersson, Clas Reuterskiold, Gunter Rexrodt and Melker Schorling, plus three employee representatives.
At the Annual General Meeting, Jan Birgerson, Authorized Public Accountant, Ernst & Young, was re-elected as auditor, and Carl Lindgren, Authorized Public Accountant, KPMG, was elected to a first term, for the period through the next Annual General Meeting.
Amendments to the Articles of Association
The Annual General Meeting resolved, in accordance with the Board's proposal, to amend Article 2 to state that the Company may conduct direct and indirect insurance business - besides accident and health insurance business - within all classes of life insurance, including unit-linked business, with the exception of marriage and birth insurance, throughout Sweden and both within and outside the European Economic Area (EEA); to revoke Article 3 as a consequence of the fact that provisions on net retention will be governed by an internal actuarial steering document; to amend Article 12 by adding that losses will be covered firstly by unrestricted equity and, secondly, by restricted equity; and that the Company's Articles of Association be re-numbered as a consequence of the revocation of Article 3 (now in force).
Stock Option Programme
The Board had submitted a proposal to the Annual General Meeting for an option programme for the years 2003-2005. In drafting the proposal, the Board had, since February, consulted extensively with Skandia's Swedish institutional owners. The Board gave careful consideration to the owners' views and adjusted the proposal on several points. After having made the adjustments in response to this consultation it was judged that the proposal would be able to receive the support of the required majority at the Annual General Meeting. On the day of the Annual General Meeting the Board was notified that a strong majority would vote in favour of the proposal, but that it was unlikely that the proposal would receive the 90% of the votes at the Meeting, which is required in application of the Swedish so-called LEO legislation.
In view of this development, the Board announced at the Annual General Meeting that it had decided to withdraw the proposal for the stock option programme. This decision was made after the Board had received a letter from the following Swedish institutions: Alecta, AMF Pension, the First, Second, Fourth and Sixth AP Funds, SHB Fonder/SPP Fonder, SHB Liv/SPP Liv, KP Pension & Forsakring, Nordea's mutual funds, Robur and SEB Trygg Liv/SEB Fonder. In their letter, this group of owners declared that they have a fundamentally positive view of stock-related compensation systems which align the management's interests with the shareholders'. These owners declared further in their letter that at an extraordinary general meeting they will vote in favour of the option programme proposed by the Board to the Annual General Meeting, with unchanged terms, but shortened to one year (2003). The above-mentioned owners, together with other owners who have declared their support for the Board's proposal for the stock option programme, represented 95% of the votes at the Annual General Meeting.
In view of the above, the Board will soon call an extraordinary general meeting to decide on the option programme for 2003.
Dividend
The Annual General Meeting approved a dividend of SEK 0.30 per share and set the record date for payment of the dividend at April 22, 2002. Dividends are expected to be distributed from VPC on April 25, 2002.
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