STOCKHOLM, Sweden, March 25, 2002 (PRIMEZONE) -- Shareholders in Gunnebo AB (publ) are herewith notified that the Annual General Meeting will be held at 5 p.m. on Thursday, April 25, 2002 in the new Union building of the Chalmers Institute of Technology's Student union, Chalmersplatsen 1, Goteborg, Sweden. Light refreshments will be served from 4 p.m.
Notification
Shareholders who wish to participate in the Meeting must be entered in the register of shareholders maintained by VPC AB, by no later than Monday, April 15, 2002, and shall have notified the company at Gunnebo AB, Box 5181, S-402 26 Goteborg (telephone +46 31 83 68 00) by no later than noon on Friday, April 19, 2002. Shareholders whose shares are registered in nominee names must have their shares temporarily re- registered in their own name by no later than Monday, April 15, 2002 to be entitled to vote at the AGM. Shareholders should instruct their account operator to complete this re-registration process well ahead of this date.
Agenda
1. Election of chairman of Meeting.
2. Preparation and approval of voting list.
3. Approval of agenda.
4. Election of one or two persons to approve the minutes.
5. Decision on whether the Meeting has been duly convened.
6. Address by President.
7. Presentation of annual report, consolidated financial
statements and report of the auditors for the financial
year 2001.
8. Decision on the adoption of the parent company and consolidated
profit and loss accounts and balance sheets for the financial
year 2001.
9. Decision concerning the treatment of the parent company's
unappropriated earnings as stated in the adopted balance sheet.
10. Decision concerning the discharge of the members of the Board and
the President from liability for the year under review.
11. Determination of number of members and deputy members of the
Board.
12. Determination of fee for the Board.
13. Election of the Board.
14. Authorization of the Board to decide on share issue. The Board
proposes that it be authorised to decide, during the period until
the next Annual General Meeting, to increase the company's share
capital by a maximum of 6,000,000 kronor by issuing up to 600,000
shares, with or without prior rights for existing shareholders to
participate in the issue, and with or without provisions for an
exchange of assets, netting off or such other conditions as are
referred to in Chapter 4 Para.6 of the Swedish Companies Act.
15. Proposal for decision on the issue of convertible loan stock with
warrants to subscribe to shares in Gunnebo, etc ("Warrant
programme").
A. Decision on the issue of loan stock with warrants to subscribe to new shares
The Board proposes that the Company shall issue convertible loan stock for a maximum nominal amount of 10,000 kronor with a maximum of 1,000,000 warrants to subscribe to new shares in the Company ("Loan stock") on the following conditions. The right to subscribe to the Loan stock shall, waiving the prior rights of existing shareholders, be reserved to Gunnebo Service AB (a wholly owned subsidiary of the Company)("the Subsidiary"). The loan stock shall be subscribed to and paid for by no later than May 31, 2002. The loan stock shall pay interest at an annual rate of 5 per cent and be redeemable on June 30, 2002. The loan stock shall be issued at a price corresponding to its nominal value.
Each warrant shall entitle the holder to subscribe to one new share in the Company during the period between Mary 30, 2002 and May 31, 2007. The subscription price shall correspond to an amount that is 110 percent of the average latest buying price for the shares quoted on Stockholmsborsen AB's official list of prices during the period between April 29, 2002 and May 10, 2002 inclusive (Subscription price). The warrants shall be immediately separable from the Loan stock. The subsidiary shall have the disposal of the warrants on the conditions laid out in Point B below. The increase in the Company's share capital in the event of full subscription on the basis of the warrants will amount to a maximum of 10,000,000 kronor, which corresponds to dilution of some 4.7 per cent of the share capital and votes in the event of full exercise of the warrants. The total dilution, taking into account previously issued convertible loan stock that matures on June 30, 2003, will correspond to some 8.4 per cent in the event of full exercise of all warrants and convertible loan stock.
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