STOCKHOLM, Sweden, April 16, 2004 (PRIMEZONE) -- At Skandia's Annual General Meeting on 15 April 2004, in accordance with the recommendation of the Nominating Committee, Mr. Bernt Magnusson was elected as a new director on Skandia's board for a term extending through the 2006 Annual General Meeting, and Ms. Kajsa Lindstahl and Mr. Anders Ullberg were elected as new directors on Skandia's Board for terms extending through the 2005 Annual General Meeting.
In addition, Mr. Bjorn Bjornsson and Dr. Karl-Olof Hammarkvist were re- elected for terms extending through the 2006 Annual General Meeting.
At the Extraordinary General Meeting on 28 January 2004, Mr. Lennart Jeansson and Ms. Birgitta Johansson-Hedberg were elected as directors for terms extending through the 2005 Annual General Meeting.
In connection with the Annual General Meeting Ms. Maria Lilja resigned as a policyholder representative on the board of directors appointed by the Stockholm Chamber of Commerce. Neither the Stockholm Chamber of Commerce, nor the Swedish Consumer Agency has appointed any policyholder representative for the time after the Annual General Meeting.
Thus, Skandia's board has the following composition: Bernt Magnusson, Chairman, Bjorn Bjornsson, Vice Chairman, Karl-Olof Hammarkvist, Lennart Jeansson, Birgitta Johansson-Hedberg, Kajsa Lindstahl and Anders Ullberg, plus three employee representatives.
Discharge of liability
The Annual General Meeting did not discharge from liability the directors and the CEO serving during the period 1 January - 15 April 2003.
Auditors and alternate auditors
Messrs. Goran Engquist and Svante Forsberg, both Authorized Public Accountants at Deloitte & Touche AB, were elected auditors for the time until the next Annual General Meeting.
Messrs. Gunnar Abrahamson and Hans Stenberg, both Authorized Public Accountants at Deloitte & Touche AB, were elected alternate auditors for the time until the next Annual General Meeting.
Nominating Committee
The Annual General Meeting resolved that the Nominating Committee shall consist of five members appointed as follows: . one representative for each of the four largest known shareholders of Skandia that wish to participate in the Committee's work, to be appointed by the respective shareholders, and . one representative for the small and medium-sized shareholders of Skandia, to be appointed by the Skandia Shareholders' Association or similar organization.
Skandia's chairman shall be co-opted to the Committee and be responsible for calling the Committee, after which the Committee members shall appoint a Committee chairman among themselves.
The representatives of the largest shareholders shall be appointed based on the ownership structure of Skandia at the end of the third quarter of the financial year. When determining which shareholders are the largest shareholders, the number of shares owned by closely related parties to such shareholders shall also be counted. The representative of the small and medium-sized shareholders shall be appointed at the same time. The persons appointed to the Nominating Committee shall be indicated in Skandia's third-quarter interim report.
The mandate for the members of the Nominating Committee shall be for the period until the announcement of the next year's third-quarter interim report. If the shareholding is materially changed and this results in a situation where the composition of the Committee deviates from the aforementioned principles, then the relevant Committee member shall resign and be replaced with another person, in which case regard shall be paid to the principles set out above.
The Nominating Committee shall prepare and submit to the General Meeting recommendations concerning:
-- election of a person to serve as chairman of the General Meeting; . directors' fees;
-- the number of directors to be elected by the General Meeting; . election of directors;
-- auditors' fees; and
-- election of auditors.
Amendments of the Articles of Association
The Annual General Meeting resolved to amend Articles 6, 10 and 13 ofthe Articles of Association, in accordance with the recommendation ofthe Board of Directors. These amendments entail primarily that:
-- the term of office for directors elected by the General Meeting shall be one year instead of two years;
-- one director with the special duty to safeguard the interests of the policyholders, to the extent such director shall be appointed pursuant to law, shall be appointed by the Swedish Financial Supervisory Authority instead of two such directors appointed by the Stockholm Chamber of Commerce and the Swedish Consumer Agency respectively; and that
-- one or two auditors, instead of two auditors, shall be appointed by the General Meeting, that alternate auditors are not mandatory for the General Meeting to elect, and that it is clarified that a chartered accounting firm may be appointed as auditor.
The amendments of the Articles of Amendment enter into force when they have been approved by the Swedish Financial Supervisory Authority and registered with the Swedish Patent and Registration Office.
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 20 April 2004. Dividends are expected to be distributed from VPC on 23 April 2004.
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