STOCKHOLM, Sweden, March 21, 2003 (PRIMEZONE) -- Shareholders of Skandia Insurance Company Ltd. (publ) (Other OTC: SKNFF) are hereby summoned to the Annual General Meeting to be held on Tuesday, 15 April 2003, at 4 p.m. (Swedish time). Location: Globe Arena, Annex, Arenatorget, Entrance 2, Stockholm, Sweden.
NOTIFICATION OF ATTENDANCE, ETC.
Shareholders intending to attend the Annual General Meeting, must
-- be recorded as shareholders in the Shareholder Register maintained by
the Swedish Securities Register Centre (VPC AB) as per Friday, 4 April
2003,
and must
-- notify the Company of their intention to attend the Meeting not later
than 4.30 p.m. (Swedish time) on Thursday, 10 April 2003. Notification
of intent to attend the Meeting can be made in writing to Skandia,
Corporate Law, "AGM", SE-103 50 Stockholm, Sweden, by telephone Int.
+46- 8-788 29 63, +46-8-788 30 68 or +46-8-788 25 99, by fax Int.
+46-8-788 15 50, or via the Internet at http://www.skandia.com/agm.
Please note that if voting by proxy, power of attorney must be
submitted to the Company in original and may not be sent by fax or
via the Internet. Information provided to the Company will be used
only for the Annual General Meeting.
Shareholders whose shares are held in trust by a bank or private broker must temporarily register their shares in their own names in the Shareholder Register to be able to attend the Annual General Meeting. Such registration must be completed not later than Friday, 4 April 2003. Shareholders are advised to notify the trustee well in advance of 4 April of their request to have their shares re-registered.
INTERPRETATION OF THE PROCEEDINGS INTO ENGLISH
For the convenience of non-Swedish speaking shareholders, the proceedings of the Annual General Meeting will be simultaneously interpreted into English, if so requested in connection with notification of attendance to the Annual General Meeting.
AGENDA AND PROPOSED DECISIONS
1. Opening of the Meeting
2. Election of a chairman to preside over the Meeting Nominating
Committee Recommendation: Mr. Claes Beyer, Attorney at Law.
3. Address by Mr. Lars-Eric Petersson, President and CEO of Skandia
4. Setting of the agenda
5. Election of a person to check and sign the minutes together with the
chairman
6. Verification of the voting list
7. Decision as to whether the Meeting has been properly called
8. Presentation of the Annual Report and the Consolidated Accounts for
2002
9. Presentation of the Audit Report and the Consolidated Audit Report
for 2002
10. Approval of the Profit and Loss Account and Balance Sheet
and the Consolidated Profit and Loss Account and Consolidated
Balance Sheet for 2002
11. Decision on appropriation of the Company's result in
accordance with the adopted Balance Sheet and determination of the
record date for payment of a dividend
12. Decision as to whether to discharge the Directors and the
President from liability for their administration during the 2002
financial year
13. Decision on Directors' fees
Nominating Committee Recommendation:
-- Chairman SEK 1,000,000 (unchanged),
-- Vice Chairman SEK 450,000 (unchanged),
-- Director SEK 300,000 (unchanged).
In contrast with previous years, there shall be no requirement to
purchase Skandia shares. No fees shall be paid to Directors who are
employees of the Skandia group. In addition, it is proposed that the
Annual General Meeting appropriate SEK 500,000 (unchanged) to be
apportioned at the Board's discretion, to Directors in connection
with their duties on Board committees.
14. Decision on the number of Directors to be elected by the
Meeting
Nominating Committee Recommendation: Eight Directors (unchanged).
15. Election of Directors
(The term of office, which is two years according to the Articles of
Association, expires for Dr. Oonagh McDonald, Mr. Lars-Eric
Petersson, Mr. Clas Reuterskiold and Dr. Gunter Rexrodt. Dr. Gunter
Rexrodt has declined re-election. In addition, Dr. Lars Ramqvist
and Mr. Melker Schorling have announced that they wish to resign
from the Board in connection with the Annual General Meeting.)
Nominating Committee Recommendation:
Re-election of
-- Dr. Oonagh McDonald,
-- Mr. Lars-Eric Petersson,
-- Mr. Clas Reuterskiold, and
new-election of
-- Mr. Bengt Braun,
all for the period through the 2005 Annual General Meeting, and
new-election of
-- Mr. Bjorn Bjornsson, and
-- Mr. Leif Victorin,
both for the period through the 2004 Annual General Meeting. The
Swedish Consumer Agency and the Stockholm Chamber of Commerce, which
have the duty to appoint the policyholders' representatives on the
Skandia Board, have appointed Professor Boel Flodgren (re-election)
and Ms. Maria Lilja (re-election), respectively, as the
policyholders' representatives, for the period through the 2004
Annual General Meeting.
16. Decision on Auditors' fees
Nominating Committee Recommendation: Reasonable amount as invoiced.
17. Election of Auditors
Nominating Committee Recommendation: Re-election of Mr. Jan
Birgerson, Authorized Public Accountant, Ernst & Young, and
re-election of Mr. Carl Lindgren, Authorized Public Accountant,
KPMG.
18. Election of Alternate Auditors
Nominating Committee Recommendation: Re-election of Mr. George
Pettersson, Authorized Public Accountant, KPMG, and re-election of
Mr. Olof Cederberg, Authorized Public Accountant, Ernst & Young.
19. Decision on Nominating Committee and its remuneration
Nominating Committee Recommendation: As an amendment of the decision
made by Skandia's 1995 Annual General Meeting, the Nominating
Committee shall consist of six members appointed as follows:
-- one representative for each of the four largest owners
(owner-groups) of Skandia, to be appointed by the respective
owners (owner-groups)
-- one representative for the small and medium-sized shareholders of
Skandia, to be appointed by the Skandia Shareholders' Association
or similar
-- one representative for the policyholders of Skandia Liv, to be
appointed by the Stockholm Chamber of Commerce
Skandia's Chairman shall be co-opted to the Committee and be
responsible for calling the Committee, while the representative of
the largest owner (owner-group) shall serve as chairman of the
Committee. Representatives of the largest owners shall be appointed
based on the ownership structure of Skandia in connection with the
release of the third-quarter interim report, and it shall also be
indicated in the report which persons have been appointed to the
Nominating Committee. The representative of the small and
medium-sized shareholders shall also be appointed at this time.
The Nominating Committee's mandate shall entail the drafting and
presentation of recommendations concerning:
-- election of a person to serve as chairman of the General Meeting
-- Directors' fees
-- the number of Directors
-- election of Directors
-- Auditors' fees
-- election of Auditors
Swedish Shareholders' Association Recommendation: The Annual General
Meeting shall appoint a Nominating Committee.
20. Agenda items submitted by shareholders
Agenda items submitted by Mr. Ildefonso Escriche, Saltsjo-Boo
20.1 Decision that bonus/employee option programmes at Skandia be
terminated
20.2 Decision that no bonuses be paid for the 2002 financial year
20.3 Decision on the halving of compensation and other terms
for the CEO and other employees with managing positions in the
group
Agenda items submitted by Mr. Anders Johansson, Jarfalla
20.4 Decision on appointing an independent commission to
investigate transactions between Skandia and Skandia Liv
20.5 Decision on assigning the Auditors with the task of
examining transactions between Skandia and Skandia Liv and on
obtaining an assurance from the Chairman of the Board and the
CEO in relation to this
Agenda items submitted by the Swedish Shareholders' Association
20.6 Decision on assigning the Board with the responsibility of
appointing a Compensation Committee
20.7 Decision on assigning the Board with the responsibility of
appointing an Audit Committee
20.8 Decision, for the purpose of investigating if Skandia and/or
its shareholders have suffered economic loss, on the
appointment of such a special examiner as meant in 11 Chapter
21 # of the Swedish Companies Act, to examine transactions
between Skandia and Skandia Liv, to examine the remuneration
and benefits paid to senior executives, Directors and related
parties to these persons, and to examine the principles for
the reporting of embedded value.
Documents sent in from shareholders who have submitted the matters
above are available for inspection at Skandia, Corporate Law,
Sveavagen 44, Stockholm.
21. Adjournment of the Annual General Meeting
DIVIDEND
The Board of Directors recommends that a dividend of SEK 0.30 per share be paid, and that the record date for payment of the dividend shall be 22 April 2003. If this recommendation is adopted, dividends are expected to be distributed from VPC AB on 25 April 2003.
ANNUAL REPORT
The 2002 Annual Report is available upon request from Skandia, SE-103 50 Stockholm, Sweden, telephone Int. +46-8-788 10 00, fax Int. +46-8-788 28 38, or can be downloaded from Skandia's website http://www.skandia.com.
SWEDISH-SPEAKING SHAREHOLDERS
This summons to attend the Annual General Meeting of Skandia Insurance Company Ltd (publ) can also be obtained in Swedish from Skandia, Corporate Law, SE-103 50 Stockholm, Sweden, telephone Int. +46-8-788 29 63, +46-8-788 30 68 or +46-8-788 25 99, or fax Int. +46-8-788 15 50 or can be downloaded from Skandia's website http://www.skandia.com/stamma.
A welcome is extended to the shareholders to attend the Annual General Meeting.
Stockholm, March 2003
The Board of Directors
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