STOCKHOLM, Sweden, March 17, 2005 (PRIMEZONE) -- Shareholders of SKANDIA INSURANCE COMPANY LTD (publ) are hereby summoned to the Annual General Meeting to be held on Thursday, 14 April 2005, at 4.30 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 Monday, 4 April 2005, and must -- notify Skandia of their intention to attend the Meeting not later than 4.30 p.m. (Swedish time) on Monday, 11 April 2005.
Notification of intent to attend the Meeting shall be made in writing to Skandia, Corporate Law, "AGM", SE-103 50 Stockholm, Sweden, by telephone Int. +46-8-788 25 99 or +46-8-788 30 68, 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 in connection with 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 Monday, 4 April 2005. 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 Karl-Erik Danielsson, Attorney at Law.
3. Approval of the agenda
4. Election of a person to check and sign the minutes together with the chairman
5. Verification of the voting list
6. Decision as to whether the Meeting has been properly called
7. Address by Mr Bernt Magnusson, Chairman of the Board, and report on the work of the Board and the Compensation Committee
8. Address by Mr Bjorn Bjornsson, Vice Chairman of the Board, and report on the work of the Audit Committee
9. Address by Mr Hans-Erik Andersson, President and CEO of Skandia
10. Question & answer session
11. Presentation of the Annual Report and the Consolidated Accounts for 2004
12. Presentation of the Audit Report and the Consolidated Audit Report for 2004, and report on the work of the Auditors
13. Approval of the Profit and Loss Account and Balance Sheet and the Consolidated Profit and Loss Account and Consolidated Balance Sheet for 2004
14. Decision on appropriation of the Company's profit in accordance with the adopted Balance Sheet, and determination of the record date for payment of a dividend
15. Decision as to whether to discharge the Directors and the President from liability for their administration during the 2004 financial year
16. Report on the work of the Nominating Committee
17. Decision on Directors' fees
Nominating Committee Recommendation: The Chairman shall be paid SEK 1,000,000, the Vice Chairman shall be paid SEK 600,000, and the other Directors shall be paid SEK 300,000 each. In addition, a total of SEK 700,000 shall be paid for committee work, of which SEK 250,000 to each of the chairmen of the Compensation Committee and Audit Committee, and SEK 50,000 to each of the other Directors serving on the respective committees. Further, that an extra fee shall be paid to the Chairman of the Board and Vice Chairman of the Board, together totalling SEK 500,000. All fees are unchanged with exception for the extra fee, which is proposed to be halved. Where applicable, Directors' fees for work on subsidiary boards will be paid. No fee shall be paid to Directors who are employees of the Skandia group.
18. Decision on the number of Directors to be elected by the Meeting Nominating Committee Recommendation: Eight Directors (at present seven).
19. Election of Directors
The mandate period expires for Mr Lennart Jeansson, Ms Birgitta Johansson-Hedberg, Ms Kajsa Lindstahl and Mr Anders Ullberg. The mandate period for Mr Bjorn Bjornsson, Dr Karl-Olof Hammarkvist and Mr Bernt Magnusson, who were elected for a two-year term in accordance with the previous wording in the Articles of Association, expires at the end of the 2006 Annual General Meeting. According to the current Articles of Association, the mandate period for Directors shall be one year. Nominating Committee Recommendation:
Re-election of Mr Lennart Jeansson, Ms Birgitta Johansson-Hedberg, Ms Kajsa Lindstahl and Mr Anders Ullberg, and new election of Mr Christer Gardell, all for the period up to and including the 2006 Annual General Meeting.
20. Decision on Auditors' fees
Nominating Committee Recommendation: Reasonable amount as invoiced.
21. Decision on the number of Auditors and Alternate Auditors to be elected by the Meeting
Nominating Committee Recommendation: Two Auditors and no Alternate Auditors.
22. Election of Auditors
Nominating Committee Recommendation: Re-election of Mr Svante Forsberg and Mr Goran Engquist, both Authorised Public Accountants at Deloitte.
23. Damages from former Directors
23.1 Information on investigations
23.2 Issue of seeking damages from the Company's former chairman, Dr Lars Ramqvist
Proposal by the Board of Directors:
The Board proposes that the Annual General Meeting approve a settlement agreement reached on 31 January 2005 between the Company and Dr Lars Ramqvist, with the main purport that Dr Lars Ramqvist will repay to the Company the Director's fees he received in 2000 and 2001, altogether totalling SEK 2,216,667, after which all matters between the parties with respect to this issue will be conclusively settled.
Proposal by the Swedish Shareholders' Association (Sveriges Aktiesparares Riksforbund): The Swedish Shareholders' Association proposes that the Annual General Meeting resolve to assign the Board to initiate a lawsuit against Dr Lars Ramqvist seeking damages.
Background information on the Board's proposal and the document submitted by the Swedish Shareholders' Association are expected to be available for viewing at Skandia's head offices, Sveavagen 44, Stockholm, Sweden, not later than Thursday, 17 March 2005. These documents will also be available upon request from that same date from Skandia, Corporate Law, SE-103 50 Stockholm, Sweden. The Board's background information will also be available from the date stated above on Skandia's website, http://www.skandia.com/agm.
24. Other agenda items submitted by shareholders
24.1 Proposal from Mr Janne Allebo and the Association against injustice and abuse of power (Foreningen mot orattvisor och maktmissbruk, MOOM) on
1. a new, independent investigation into the entire bonus debacle
2. a revision of the current compensation system
24.2 Proposal from Mr Einar Hellbom on a greed test for Directors
Documents submitted by the shareholders who have submitted the agenda items described above will be available for viewing at Skandia's head offices, Sveavagen 44, Stockholm, Sweden, not later than Thursday, 17 March 2005. These documents will also be available upon request from the same date from Skandia, Corporate Law, SE-103 50 Stockholm, Sweden.
25. Closing of the Annual General Meeting
DIVIDEND
The Board of Directors recommends that a dividend of SEK 0.35 (0.30) per share be paid to the shareholders, and that the record date for payment of the dividend shall be 19 April 2005. If this recommendation is adopted, dividends are expected to be distributed from VPC AB on 22 April 2005.
ANNUAL REPORT
The 2004 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. It can also be downloaded from Skandia's website: http://www.skandia.com/agm.
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 25 99 or +46-8-788 30 68, or fax Int. +46-8-788 15 50. It can also be downloaded from Skandia's website: http://www.skandia.com/agm.
Shareholders are cordially invited to attend the Annual General Meeting.
Stockholm, March 2005
The Board of Directors
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://wpy.waymaker.net/client/waymaker1/WOLReleaseFile.aspx?id=80696&fn=wkr0001.pdf