STOCKHOLM, Sweden, March 18, 2004 (PRIMEZONE) -- The shareholders in Pergo AB (publ) are hereby invited to attend the Annual General Meeting on Thursday 22 April 2004 at 11.00 a.m. at the Headquarters, Strandridaregatan 8, Trelleborg, Sweden.
Right to attend and notification
Shareholders who wish to attend the General Meeting:
- must be recorded in the share register maintained by the Swedish Securities Register Centre ("VPC") as of Monday 12 April 2004 (registration must however, due to intervening weekend, be made not later than Thursday 8 April 2004) and
- notify the company of their intent to attend the General Meeting by noon Friday 16 April 2004 at the latest at address: Pergo AB (publ), Att: Kristine Fagerlund, P.O. Box 1010, SE-231 25 Trelleborg, Sweden, by e-mail: kristine.fagerlund@pergo.com, by fax +46 410-36 33 00 or by phone +46 410-36 33 76
When notifying the company the shareholder shall state name, address, telephone number (daytime) and personal code number or organisation registration number as well as the number of counsel the shareholder wishes to bring to the meeting (maximum two counsel). Proxy and representative of juridical person shall submit papers of authorisation with notice of participation to the company prior to the meeting.
Shareholders who have placed their shares in trust must re-register the shares in their own names to allow them to participate in the General Meeting. Such re-registration must, due to intervening weekend, have been executed not later than Thursday 8 April 2004 and accordingly the trustee should be informed thereof in due time before said date.
The company will confirm receipt of notice of participation by sending an admission card to be shown at the General Meeting.
Agenda
Proposed Agenda
1. Opening of the Meeting.
2. Election of the Chairman to preside at the Meeting.
3. Preparation and approval of a voting list.
4. Approval of the agenda.
5. Election of two persons to approve the minutes.
6. Examination of whether the General Meeting has
been properly convened.
7. Managing Director's report.
8. Presentation of the Annual Report, the Auditors' Report
on the Parent Company, the Consolidated Accounts and
the Auditors' Report on the Group.
9. Resolutions in respect of the following:
a) the adoption of the Parent Company Income Statement,
the Parent Company Balance Sheet, the Consolidated
Income Statement and the Consolidated Balance Sheet;
b) the appropriation of the company's profit according to
the adopted Balance Sheet as well as record date; and
c) the Directors' and the Managing Director's discharge
from liability.
10. Determination of the number of Directors of the Board.
11. Determination of the fees for the Board of Directors
and the Auditors.
12. Election of the Board of Directors.
13. Proposal regarding Nomination Committee.
14. Closing of the meeting.
Proposals
Dividends (item 9 b on the agenda)
The Board of Directors proposes that no dividends shall be distributed for the financial year 2003.
Election of the Board of Directors as well as determination of the fees for the Board of Directors and the Auditors (items 10, 11 and 12 on the agenda).
The Nomination Committee established before the General Meeting, which consists of Bertil Villard, Chairman of the Board, Lennart Holm (Sydsvenska Kemi AB), Peter Rudman (Nordea Fonder), Johan Englund (representative of the Wendt family), Petter Odhnoff (Andra AP-fonden) and Peter Ronnstrom (Lannebo Fonder) proposes
- that the Board of Directors shall unchanged consist of six Directors;
- that as members of the Board is proposed re-election of Kurth Augustson, Stefan Johansson, Hans Larsson, Bjorn Rosengren, Bertil Villard and Katarina Wendt-Englund;
- that the fee to be paid to the Board is proposed to amount to SEK 1,070,000, of which SEK 370,000 to the Chairman of the Board and SEK 140,000 to each one of the other members of the Board elected by the General Meeting; and
- that the Auditors shall unchanged be remunerated according to invoice for hours worked.
Nomination Committee (item 13 on the agenda)
Shareholders, jointly representing approximately 38 per cent of the number of votes of all shares in the company, has proposed
- that the Chairman of the Board annually during the fourth quarter shall summon a Nomination Committee based on the ownership on September 30th;
- that the Committee, in addition to the Chairman of the Board, shall consist of members representing the five largest shareholders of the company and if any of these do not wish to participate in the nomination activities, the next largest shareholder shall be offered representation in the Committee;
- that the Committee among its own members shall appoint a chairman:
- that the Committee has the task of making proposals for election of Directors of the Board and Auditors as well as for fees for the Directors of the Board and the Auditors;
- that the composition of the Committee shall be made public in connection with the company's interim report for the third quarter; and
- that the Nomination Committee to such extent it deems necessary shall be entitled to, at the company's cost, engage external consultants within the scope of its tasks.
Documents, etc
The Consolidated Accounts and the Auditors' Report will be available at the company's premises as well as on its website www.pergo.com as from Thursday 8 April 2004 and will be sent to all shareholders upon request and to the shareholders who have notified their intention to attend the General Meeting.
Trelleborg 2004-03-18 Pergo AB Corporate Communications
Pergo is a laminate flooring company with leading market positions, particularly in Europe and the US. Net sales amounted to MSEK 2,799 (3,194) in full-year 2003 and the number of employees was 795 (784) as at December 31, 2003. Pergo developed laminate flooring at the end of the 1970s and launched the product in Europe during the 1980s. The company started sales in the US in 1994 and, to a smaller degree, in Asia in 1995 and Latin America in 1997. The company's products have been marketed under the Pergo(R) brand name since 1989. The company is listed on the Stockholm Stock Exchange. For further information about Pergo, please visit our homepage www.pergo.com.
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