STOCKHOLM, Sweden, March 18, 2002 (PRIMEZONE) -- In accordance with the listing agreement with Stockholmsboersen AB, Investor AB hereby also announces, by issuing a press release, the content of the notice concerning Investor's Annual General Meeting on April 16, 2002.
Annual General Meeting of Investor AB
Shareholders of Investor AB (publ) are hereby summoned to the Annual General Meeting to be held on Tuesday, April 16, 2002, at 2:00 p.m. at Stockholmsmassan (Stockholm International Fairs), Massvagen 1, Alvsjo, Sweden. Doors will be opened and registration for the Meeting will commence at 12:30 p.m.
Participation
To be entitled to participate in the business of the Meeting, shareholders must:
-- be recorded in the register of shareholders maintained by VPC
AB (the Swedish Securities Register Center) on Friday, April 5,
2002, and
-- must notify the Company of their intention to attend the Meeting
no later than 1:00 p.m. on Wednesday, April 10, 2002, by writing'
to Investor AB, SE-103 32 Stockholm, Sweden, or by calling
+46 8 611 29 10 when notification should be given of the
attendance of any assistants.
Nominee-Registered Shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares be temporarily re-registered in their own names in the register of shareholders maintained by VPC AB. Such registration must be effected on Friday, April 5, 2002. Shareholders are requested to inform their nominees in good time prior to this date.
Proxies, etc.
Shareholders who are represented by a proxy must authorize the proxy by issuing a power of attorney. If such authorization is issued by a legal entity, an attested copy of the certificate of registration must be attached. The certificate may not be more than one year old. The original authorization and certificate of registration, where applicable, should be sent to Investor AB, SE-103 32 Stockholm, Sweden, in good time prior to the Meeting.
Agenda
1. Election of the Chairman of the Meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda and points of order.
4. Election of two persons to attest to the accuracy of the
minutes.
5. A decision on whether proper notice of the Meeting has been
made.
6. The President's address.
7. Presentation of the annual report and the auditors' report,
as well as of the consolidated financial statements and the
'auditors' report for the Investor Group.
8. Adoption of the income statement and the balance sheet, as well
as of the consolidated income statement and the consolidated
balance sheet.
9. Discharge from liability of the Members of the Board of
Directors and the President.
10. Disposition of the Company's earnings in accordance with the
approved balance sheet and determination of a record date for
dividends.
11. A decision on the number of directors and deputy directors who
shall be elected at the Meeting.
12. A decision on the compensation that shall be paid to the Board
of Directors and auditors.
13. Election of Members of the Board of Directors and deputy
directors.
14. Proposal for decision to authorize the Board to decide on
purchase and transfer of own shares.
15. Conclusion of the Meeting.
The Board of Directors' proposals for decision
Item 10 Dividend and Record Date
The Board of Directors and the President propose an ordinary dividend to the shareholders of 3.00 Swedish kronor per share and an extraordinary dividend of 2.50 Swedish kronor per share and that Friday, April 19, 2002, shall be the record date for receipt of dividend. Should the Meeting decide in favor of the proposal, payment of the dividend is expected to be made by VPC AB on Wednesday, April 24, 2002.
Item 14 Purchase and Transfer of Own Shares
The Board proposes that the Board be authorized, during the period until the next Annual General Meeting, to decide on, (i) purchase of the Company's shares on Stockholmsborsen and purchase according to purchase offerings to shareholders respectively, (ii) transfer of the Company's shares on Stockholmsborsen, or in a manner other than on Stockholmsborsen including the right to decide on waiver of shareholders' preferential rights and that payment may be effected other than with cash. Repurchase may take place so that the Company's holding amounts to a maximum of 1/10 of all the shares in the Company. The purpose of the proposed repurchase option is to give the Board greater freedom of action in work with the Company's capital structure. The Board's complete proposal for decision will be available at the Company as of April 2, 2002.
Other Proposals for Decision
Proposals Under Items 11, 12, and 13
Regarding the number of Directors, compensation to the Board of Directors and auditors, and election of the Members of the Board of Directors, shareholders who jointly represent more than 50 percent of the voting rights for all the shares in the Company, have declared their intention to vote for the following proposals:
-- 9 Directors and no deputies.
-- A total compensation to the Board of Directors of 3,775,000
Swedish kronor to be divided as decided by the Board.
-- Auditors' fees to be paid upon approval of their account.
At the 1999 Annual General Meeting, auditors Caj Nackstad and
Gunnar Widhagen as well as the deputy auditors Thomas Thiel and
Bjorn Fernstrom, were re-elected for the period until the
end of the 2003 Annual General Meeting.
-- The following persons are proposed for re-election as Members of
the Board:
Claes Dahlbaeck, Hakan Mogren, Koichi Nishimura, Anders Scharp,
Peter D. Sutherland, Bjorn Svedberg, Jacob Wallenberg and Marcus
Wallenberg.
The Chairman of the Board, Percy Barnevik, resigned on
February 14, 2002. Board member Michael Treschow has declined
re-election.
Election is proposed for Sune Carlsson, President and
CEO of AB SKF.
Internet Webcast
As a service to those shareholders who are unable to attend Investor AB's Annual General Meeting in person, provided this is approved by the Meeting, the intention is to webcast the Annual General Meeting live on the Internet to those shareholders who are registered in the share register maintained by VPC AB on Friday, April 5, 2002, and who have notified their interest in following the Annual General Meeting on the Internet.
Notification of interest in following the Annual General Meeting on the Internet must be made via Investor AB's website www.investorab.com no later than 1:00 p.m. on Wednesday, April 10, 2002. It is not possible to participate in any debate or voting procedures via the Internet.
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