Extraordinary General Meeting of the Shareholders in Gunnebo AB Wednesday 24 October 2007


Extraordinary General Meeting of the Shareholders in Gunnebo AB Wednesday 24
October 2007

Gunnebo AB's Board has today decided to propose that an Extraordinary General
Meeting of the Shareholders be held on Wednesday 24 October 2007 to make a
decision on the introduction of a new performance-based, group-wide incentive
programme for approximately 120 senior management personnel and other key
employees of the Gunnebo Group. Publication of the interim report for
January-September 2007 will also be brought forward to the same day.

The object of the incentive programme, which is divided into three sections for
purposes of adaptations to national conditions, is to further strengthen
motivation in the company and improve the conditions to enable the company to
reach its future profitability targets. The proposed incentive programme will
replace the employee stock option plan that was set up in 2002 and expired in
April 2007.

Incentive programme in brief:
The underlying structure is a combined stock and warrant programme whereby
senior management personnel and other key employees will be given an opportunity
to subscribe for and tie up newly issued shares or shares already held (“Saving
shares”) until and including the date when Gunnebo's year-end communiqué for the
financial year 2010 is published, in all cases in blocks of 200 shares. For each
block of 200 Saving shares, the participant will be entitled to acquire a
maximum of 1,600 warrants at market price. The subscription price for the
warrants corresponds to 110% of the average price of the shares during the
period 25-31 October 2007.

It is proposed that the warrants will have a duration of approximately four
years with a subscription period beginning on the day after the company's
year-end communiqué for the financial year 2010 has been published and expiring
three weeks after the interim report for the third quarter of 2011 has been
published.

As a part of the incentive programme, participants who have acquired warrants
will be offered a performance-based bonus programme (subvention). The bonus
programme is conditional upon that certain financial programme conditions for
the financial years 2007-2010 are fulfilled and that participants shall have
retained their holdings of both Saving shares and warrants and still be employed
by Gunnebo on the days when Gunnebo's year-end communiqués for each of the above
mentioned financial years are published. The maximum cash payment within the
bonus programme, net after deduction of tax at the standard rate, amounts to
each participant's investment in the warrants (subject to a maximum amount equal
to the investment in the number of warrants for which allotment is guaranteed).

In countries where the tax rules are unfavourable for acquisition and exercise
of warrants, it is proposed that the participants instead be allotted
performance-based employee stock options. These options will be allotted at no
cost in eight series and may only be exercised if the financial programme
conditions for each of the financial years 2007-2010 are satisfied in accordance
with the same principles as apply to the disbursement of subventions within the
framework of the bonus programme. 

The exercise of the allotted employee stock options is also conditional upon
that the participants shall retain their holdings of Saving shares and are
employed by Gunnebo on the day when Gunnebo's year-end communiqué for the
financial year 2010 is published. In countries where the applicable securities
legislation or other regulations do not permit that shares in Gunnebo are
acquired via the exercise of employee stock options, it is proposed that the
allotted options be redeemed in cash instead (so-called synthetic options). The
strike price for the employee stock options and the synthetic options
corresponds to the subscription price for the warrants. As the maximum gross
profit per employee stock option and synthetic option is limited to 2.9 times
the average price of Gunnebo's shares during the period 25-31 October 2007,
there is a possibility that the strike price will be adjusted pro rata.

It is proposed that the programme should include a maximum of 198,000 Saving
shares and a maximum of 792,000 options, which, in the event of full conversion,
would correspond to a maximum of 2.1% of the share capital and votes. In order
to secure delivery of Saving shares, the shares issued via the exercise of the
options and the cash payment that may be required in the event of cash
settlement, the Board proposes that a directed new share issue be made to the
participants at market price computed as the average share price during the
period 29-31 October 2007, subject however to a minimum price of SEK 55. The
Board also proposes that a directed issue of warrants be made at no cost to
Gunnebo's wholly owned subsidiary Gunnebo Service AB, and that Gunnebo Service
AB be entitled to transfer or otherwise make use of the warrants to secure the
commitments that arise out of the programme.

The Board's considered opinion is that the positive effects on the result that
are expected to arise as a consequence of senior management personnel and other
key employees increasing their holdings of shares in the company and becoming
entitled to raise their holdings in the company even further as a result of the
incentive programme will outweigh the costs that the programme will involve.

A detailed description of the programme is provided in the Board's complete
proposal, which, along with a notice of the Extraordinary General Meeting, is
available on the company's website.

The proposal has the support of the major shareholders Stena Adactum AB and
Vätterledens Invest AB and associated parties, together representing
approximately 40% of the shares and votes in the company.

GUNNEBO AB (publ)
Group Communications

For further information please contact:
Martin Svalstedt, Vice Chairman Gunnebo AB, tel. +46 31 774 35 70
Göran Gezelius President and CEO Gunnebo AB, tel. +46 31 83 68 00
Janerik Dimming, SVP Group Communications Gunnebo AB, tel. +46 31 83 68 03,
mobile: +46 705 83 68 03, e-mail: janerik.dimming@gunnebo.com  

www.gunnebo.com

Gunnebo discloses the information provided herein pursuant to the Swedish
Securities Exchange and Clearing Operations Act and/or the Swedish Financial
Instruments Trading Act. The information was submitted for publication at 14.01
CET, on September 21, 2007.

Gunnebo security group has an annual turnover of MEUR 730 and 6,800 employees.
We are suppliers of integrated security solutions for bank, retail and sites in
need of high security protection. Our experience and presence makes your world
safer.

Attachments

09212155.pdf
GlobeNewswire