Notification of the Annual General Meeting of Gunnebo AB (publ)

The Annual General Meeting of Gunnebo AB (publ) will be held at 4 p.m. CET on
Tuesday, April 12, 2016, at Chalmers Kårhus, Chalmersplatsen 1, Göteborg,
Sweden. Registration starts at 2.30 p.m. CET.
Participation
In order to be entitled to participate, shareholders who wish to attend the AGM
must be recorded in the register of shareholders maintained by Euroclear Sweden
AB on Wednesday, April 6, 2016, and must notify Gunnebo of their intention to
attend the AGM no later than Wednesday, April 6, 2016 (preferably before 4 p.m.
CET), on the company’s website www.gunnebogroup.com, or by telephone: +46
(0)10 209 50 32, or by written notice under address Gunnebo AB, Annual General
Meeting, P.O. Box 5181, SE-402 26 Göteborg, Sweden, whereby notification should
also be given of the attendance of any assistants.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the
trust department of a bank or similar institution must, in order to be entitled
to participate in the AGM, register the shares in the shareholder’s own name on
Wednesday, April 6, 2016. Shareholders must inform their nominees well in
advance of this date. The registration in the shareholder’s own name can be
temporary.

Proxies, etc
Shareholders who are represented by a proxy shall issue a written and dated
power of attorney for the proxy. The power of attorney may not be valid for
longer than five years from the date of issue. The form to use for a power of
attorney is found on the company’s website, www.gunnebogroup.com. The original
power of attorney should be sent to Gunnebo AB under the above address well in
advance of the AGM. If the power of attorney is issued by a legal entity, a
verified copy of the certificate of registration or a corresponding document of
authority of the legal entity shall be attached.

Agenda

1. Election of the Chairman of AGM

2. Preparation and approval of voting list

3. Approval of the agenda of the AGM

4. Election of one or two persons to approve the minutes

5. Determination whether the AGM has been properly convened

6. Presentation of the annual report, the consolidated accounts, the Auditor’s
report and the Auditor’s report on the consolidated accounts for the financial
year 2015

7. Address by the company’s President and CEO

8. Resolutions in respect to

a) adoption of the profit and loss statement and balance sheet, the consolidated
profit and loss statement and the consolidated balance sheet for the Group

b) appropriation of the profit or loss in accordance with the approved balance
sheet

c) discharge of liability for the members of the Board and Directors and the
President

9. Determination of the number of Board members and Deputy members of the Board
of Directors

10. Determination of the fees payable to the members of the Board of Directors
and to the Auditor

11. Election of the members of the Board of Directors

12. Election of the Chairman of the Board of Directors

13. Appointment of the Nomination Committee

14. Election of Auditor

15. Resolution on approval of the principles for remuneration to senior
executives

16. Authorisation for the Board of Directors to decide on new share issue

17. Closing of the AGM

The Nomination Committee’s Proposals for Resolutions

Chairman of the AGM, Number of members of the Board of Directors, fees payable
to the Board of Directors, fees payable to the Auditor, election of the members
of the Board of Directors, election of the Chairman of the Board of Directors,
appointment of the Nomination Committee and election of the Auditor (Items 1, 9
- 14)
Gunnebo AB’s Nomination Committee, which is composed by Dan Sten Olsson,
Chairman (Stena Adactum), Nils Olov Jönsson (Vätterledens Invest), Ricard
Wennerklint (If Skadeförsäkring), together representing shareholders holding
approximately 57% of the shares and votes in the company, and by Martin
Svalstedt (Chairman of the Board of Directors), proposes the following.

Item 1: Martin Svalstedt as Chairman of the AGM.

Item 9: Seven ordinary Board members without Deputy members.

Item 10: A total fee to the Board of Directors amounting to SEK 2,000,000, to be
divided with SEK 500,000 to the Chairman of the Board of Directors and SEK
250,000 to each of the other Board members elected by the shareholders.
Remuneration for those Board members assigned to the Audit Committee with SEK
50,000 for the Chairman and SEK 30,000 each for other members. Remuneration for
those Board members assigned to the Remuneration Committee with SEK 50,000 for
the Chairman and SEK 30,000 each for other members. However, no remuneration
will be payable to the Chairman of the Board for committee work. The proposed
fees are unchanged in relation to previous year.

Auditors’ fees to be paid in accordance with approved invoices.

Item 11: Re-election of Tore Bertilsson, Göran Bille, Charlotte Brogren, Bo
Dankis, Eva Elmstedt, Mikael Jönsson, Martin Svalstedt. A presentation of the
nominated Board members is available on the company’s website:
www.gunnebogroup.com.

Item 12: Re-election of Martin Svalstedt as Chairman of the Board of Directors.

Item 13: The Nomination Committee shall consist of the Chairman of the Board of
Directors together with one representative of each of the three by voting power
largest shareholders at the end of the third quarter of 2016. Should such
shareholder not wish to appoint a representative, the fourth largest shareholder
by voting power will be invited to do so instead etc.

The Nomination Committee shall appoint its Chairman subject to that the Chairman
of the Board of Directors may not be elected Chairman of the Nomination
Committee. The constitution of the Nomination Committee shall be made public not
later than in connection with the publication of the Company’s report for the
third quarter 2016. The mandate period of the Nomination Committee runs until
the next Nomination Committee has been appointed and its mandate period starts.
Should a member of the Nomination Committee resign from the Nomination Committee
during the mandate period or become prevented from fulfilling his/hers
assignment, the Nomination Committee shall without delay request the shareholder
that has appointed the member, to appoint another member to the Nomination
Committee. Should the shareholder not appoint another member, the right to
appoint another member of the Nomination Committee shall transfer to the
subsequent largest shareholder by voting power, provided such shareholder has
not already appointed a member of the Nomination Committee or previously waived
such right.

The Nomination Committee’s shall provide to the Annual General Meeting of the
Shareholders 2017 proposals for (i) chairman of the Annual General Meeting, (ii)
number of members of the Board of Directors and Deputy members to be elected by
the shareholders, (iii) chairman of the Board of Directors and other members of
the Board of Directors elected by the shareholders, (iv) fees payable to members
of the Board of Directors elected by the shareholders and fees payable
to members of the Board’s committees, (v) fees payable to the Auditor, (vi)
procedure for appointing the members of the Nomination Committee and (vii)
election of Auditor.

Item 14: Re-election of the registered auditing company Deloitte AB for the
period until the end of the Annual General Meeting of the Shareholders 2017.

The Board of Directors’ Proposals for Resolutions

Dividend (Item 8 b)
The Board of Directors propose a dividend to the shareholders of SEK 1 per share
and that Thursday, April 14, 2016, shall be the record date for receipt of the
dividend. Should the AGM decide in favour of the proposal, payment of the
dividend is expected to be made by Euroclear Sweden AB on Tuesday, April 19,
2016.

Principles for remuneration to senior executives (Item 15)
The Board of Directors proposes that the Annual General Meeting resolves to
determine the following principles for remuneration to senior executives.

These principles concern remuneration and other terms of employment for members
of the Gunnebo group management team and are valid for employment agreements
entered into after the approval of the principles by the Annual General Meeting
and for changes to existing employments agreements made thereafter. The proposal
is in compliance with the principles of previous years.

Gunnebo shall offer a level of remuneration and other terms of employment which
enables the company to recruit and retain senior executives. The overall
principles for salary and other remuneration to senior executives are thus that
compensation shall be competitive and on market level.

The total remuneration to senior executives shall consist of fixed salary,
variable remuneration including long-term incentive programmes, pension and
other benefits.

The fixed salary shall take into account the individual’s position, competence,
areas of responsibility, performance and experience and shall normally be
reviewed on an annual basis. The fixed salary shall constitute the basis for the
calculation of the variable salary.

The variable salary shall be dependent upon the individual’s achievement of
specific quantitative financial business objectives and shall not exceed 50% of
the fixed salary.

The Board shall, for each financial year, evaluate whether a share or share
-price related incentive programme shall be proposed to the Annual General
Meeting or not. It is the Annual General Meeting who decides upon such
programmes. The Board has decided not to propose to the Annual General Meeting
to decide upon an incentive programme.

Pension premiums for senior executives resident in Sweden are paid in accordance
with a premium based plan. The premiums may, depending on age and salary level,
amount to a maximum of 35% of the base salary. Senior executives resident
outside Sweden may be offered pension benefits that are competitive in the
countries where the senior executives are resident, preferably defined
-contribution plans. The retirement age shall be 65.

Additional benefits consist of company car and private health insurance.

For senior executives resident in Sweden, the termination period in case of
termination by the company shall be 12 months and 6 months in case of
termination by the senior executive. Severance pay is not applied. Senior
executives resident outside Sweden may be offered notice periods for termination
that are competitive in the countries where the senior executives are resident,
preferably notice periods comparable to the notice periods applied to senior
executives resident in Sweden.

The Board reserves the right to deviate from these principles if special reasons
for such a deviation exist in any individual case.

Remuneration to senior executives already decided which has not become due for
payment at the Annual General Meeting 2016 falls within the frames of these
principles, except that the CEO is entitled to 12 months’ severance pay in case
of termination by the company and that any variable salary to the CEO shall be
treated as pensionable income and furthermore that the CEO is entitled to
retirement at the age of 63.5.

No deviations from the principles approved by the Annual General Meeting 2015
have been made.

Authorisation for the Board of Directors to decide on new share issue (item 16)
The Board of Directors proposes that the Annual General Meeting resolves, during
the period until the next Annual General Meeting to authorise the Board of
Directors in conjunction with agreements on company acquisitions, on one or
several occasions, with or without deviation from the preferential rights for
the shareholders, for a cash payment or through payment in kind or set-off, to
decide upon a new share issue in the company. The authorisation shall comprise a
maximum number of shares corresponding to 10% of the total number of shares in
the company.

The reason for the possibility to deviate from the preferential rights for the
shareholders is that the company shall be able to issue shares as payment in
conjunction with company acquisitions, alternatively to procure capital for such
acquisitions. The issue price will be determined in accordance with then current
market conditions.

The Board of Directors, the CEO or a person appointed by one of them shall be
entitled to make any minor adjustments to the above decision which might be
required in conjunction with registration with the Swedish Company Registration
Office.

A decision under this item is valid only if supported by shareholders
representing at least two-thirds of both votes cast and shares represented at
the Annual General Meeting.

The shareholders’ right to require information
The Board of Directors and the CEO shall at the annual general meeting, upon
request by a shareholder, provide information in respect of any circumstances
which may affect the assessment of a matter on the agenda, and any circumstances
which may affect the assessment of the company’s financial position. Such
information may be provided where the Board of Directors believes that such may
take place without significant harm to the company. The duty to provide
information also applies to the company’s relationship to other group companies
as well as the group accounts and the abovementioned circumstances regarding
subsidiaries.

Further information
The Annual Accounts and the Auditor’s Report and the statement of the Auditor
regarding the application of the principles for remuneration to senior
executives will be available at Gunnebo AB and on Gunnebo AB’s website
www.gunnebogroup.com no later than March 22, 2016, and will be distributed
without charge to shareholders who so request and state their address.

The Nomination Committee’s complete proposals for resolutions and the motivated
opinion by the Nomination Committee regarding the proposal for the Board of
Directors as well as the Board of Directors complete proposals for resolutions
in respect of items 15 and 16 on the agenda are available at Gunnebo AB and on
Gunnebo AB’s website www.gunnebogroup.com and will be distributed without charge
to shareholders who so request and state their address.

The President’s address will be available on Gunnebo AB’s website as of April
12, 2016.

At the time of the issue of this notice, the total number of shares in the
company amounts to 76,185,001, corresponding to the equal number of votes. The
company does not hold any own shares.

Göteborg, March 2016
Gunnebo AB (publ)
The Board of Directors
The Gunnebo Group is a global leader in security products, services and
solutions with an offering covering cash handling, safes and vaults, entrance
security and electronic security for banks, retail, CIT, mass transit, public &
commercial buildings and industrial & high-risk sites.

The Group has an annual turnover of €660 million, employs 5,500 people and has
sales companies in 32 countries across Europe, Middle East & Africa, Asia
-Pacific and the Americas as well as Channel Partners on over 100 additional
markets.

We make your world safer.