KLIPPAN, Sweden, April 5, 2005 (PRIMEZONE) -- The shareholders in KLIPPAN AB, Org No 556360-1821 are invited to attend the annual general meeting at 4 pm on Monday May 9 at Klippan Mill, Bruksallen, Klippan, Sweden.
Notice
Shareholders who wish to participate in the annual general meeting shall be registered in the shareholder register maintained by VPC AB on Friday April 29, 2005, and shall also have given notice of their own participation and that of any assistant to KLIPPAN AB, attention Anders Ljunge, SE-264 23 Klippan, Sweden by noon on Monday May 2, 2005 at the latest. Notice may also be given by telephone to Anders Ljunge, +46 (0 )435-291 64, or alternatively via the switchboard, +46 (0) 771 11 00 00, by fax +46 (0) 435-109 92 or by e-mail: anders.ljunge@klippan-paper.se
The notice shall include name, personal or organization number, address, daytime telephone number, shareholding and, as appropriate, information about any deputy, representative or assistant. A power of attorney is required for any deputy.
If a power of attorney for a legal entity is issued, a certified copy no more than one year old of proof of registration for the legal entity shall be attached. Originals of powers of attorney and any proof of registration should be sent to KLIPPAN AB, attention Anders Ljunge, SE-264 23 Klippan, Sweden in good time before the meeting.
Only owner-registered shareholdings are shown under the shareholder's name in the shareholder list. Nominee shareholders whose shares are administered through the trust department of a bank or by a private fund administrator, must request that the shares will be re-registered temporarily in the shareholder list administered by VPC. Shareholders must inform their share administrators of this in good time before Friday April 29, 2005, when such re-registration shall have been effected.
Personal information supplied by the shareholder in the notice of participation will only be used for carrying out the requisite registrations in conjunction with the meeting.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman for the meeting
3. Drawing up and approval of voting list
4. Approval of the Board's proposed agenda
5. Election of one or two minute checkers
6. Consideration of whether proper notice of the meeting has
been given
7. Managing Director's speech
8. Presentation of the annual accounts and the auditor's
report and consolidated annual accounts and consolidated
auditors' report.
9. Decisions relating to:
a) adoption of the income statement and balance sheet and the
consolidated income statement and balance sheet
b) appropriation of the company's profit or loss according to
the adopted balance sheet
c) discharge from liability for the members of the Board and
the Managing Director
10. Determination of the number of Board members and deputies
11. Determination of fees for the members of the Board and the
auditors
12. Election of Board
13. Election of auditors and deputy auditors up to and
including 2008
14. Election of nomination committee
15. Proposal to change the articles of association
16. Proposal to authorize the Board to decide upon a new
share issue with priority right
17. Any other business
18. Closing of the meeting
Proposed decisions
Appropriation of the resulting loss (point 9b)
The Board and the Managing Director propose that the funds at the disposal of the annual general meeting,
Loss carried forward SEK 0 Loss for the year SEK -54,910,495 Total SEK -54,910,495 be appropriated as follows: Carried forward SEK -54,910,495 Total SEK -54,910,495
The group unrestricted equity in accordance with the group balance sheet amounts to KSEK -106,220.
The Board and the Managing Director propose that the year's loss is covered by utilizing SEK 54,910,495 from reserves. No allocation to restricted equity is proposed.
Determination of the number of Board directors and deputies (point 10)
It is proposed that the number of board directors remains at eight. No deputies are proposed.
Determination of fees for the Board and the auditors (point 11)
The fee to the Board is proposed as a fixed amount of SEK 1,150,000 to be divided by the Board between the Board members elected by the annual general meeting. Members employed by the company receive no fee.
Fees to the auditors are proposed to be paid in accordance with the invoice.
Election of Board (point 12)
Re-election of the members Jan Bernander, Tommy Kullberg and Stefan Lersten is proposed. The deputies Gunnar Bergstrand and Olof Grundberg are proposed as new ordinary members.
The ordinary members Bertil Bernadotte and Lars-Ake Helgesson decline re-election.
Maj-Liss Olsson, Claes Lindqvist and Ulf Ek are proposed as new ordinary members.
Maj-Liss Olsson was until recently head of Handelsbanken's office in Hongkong and Singapore.
Claes Lindqvist is MD of Hoganas AB.
Ulf Ek is MD and joint owner of PolyOhm AB and was previously a member of the Board during 2000-2003.
Election of auditors and deputy auditors (point 13) Re-election of Gert Frej and Berith Ehrenpohl, authorized public accountants, as ordinary auditors is proposed for the period until the Annual General Meeting 2008. Re-election of Gunnar Forslund and Staffan Nevby as deputy auditors for the same period is also proposed. All the auditors are employees of Frejs Revisionsbyra AB.
Election of nomination committee (point 14)
Re-election of the members Jan Bernander, Goran Sundstrom and Robert Stenram is proposed.
The company has been informed that shareholders representing approximately 37% of all votes in the company will be supporting the above proposals.
Change to the articles of association (item 15)
In view of the Board's proposal to authorize the Board to make a decision regarding a new share issue, the Board proposes that the meeting decide to change the wording of clause 4 of the articles of association, which states that the company's share capital shall be at least SEK 41,333,330 and at most SEK 165,333,320.
Authorization for the Board to make a decision about a new share issue with priority right (item 16)
The Board proposes that the meeting decide to authorize the Board to increase the company's share capital through new share issues on one or several occasions during the period from the date of registering the decision with the Swedish Companies Registration Office until at most the time of the next annual general meeting. Such issues may however not entail that the company's share capital exceeds SEK 165,333,320. The issue shall be made with priority right for the company's existing shareholders. It shall be possible to make payment in cash or by subscription with right of offset.
The Board further proposes that the Board, or the person appointed by the Board, shall be authorized by the Meeting to effect the minor changes to the Meeting's decision according to point 16 that may become necessary in conjunction with registration with the Swedish Company Registration Office.
Other
The annual report, the audit report and other documentation for the annual general meeting will be available from the company's head office as from 25 April 2005 and will be sent to those shareholders who so request.
Tour of Klippan Mill
In conjunction with the annual general meeting, a guided tour of Klippan Mill will be given. The tours start at 1.30 pm and participants are asked to gather at the factory gate in Bruksallen in Klippan. After the tour, light refreshments will be served outside the meeting hall. Please notify your interest in participating in the tour when you give notice to attend the meeting.
Klippan, April 2005
KLIPPAN AB The Board
KLIPPAN is a leading producer of speciality paper for the graphic industry with a total capacity of 200,000 per year. Production is carried out at the three mills in Klippan, Lessebo and Molndal.
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