Industrivärden's Annual General Meeting 2001
Industrivärden’s Annual General Meeting 2001
Shareholders of AB Industrivärden (publ) are hereby invited to attend the Annual General Meeting to be held at 2 p.m. on Thursday, May 3, 2001, at the Grand Hotel, Vinterträdgården (entrance at the corner of Stallgatan/Blasieholmsgatan), in Stockholm. Coffee will be served before the Meeting.
Notice of Attendance, etc.
To be entitled to participate in the Annual General Meeting, shareholders must be listed on the printout of the shareholder register on Monday, April 23, 2001, and give notice of their intention to participate in the Meeting no later than 3 p.m. on Monday, April 30, 2001.
Notice of intention to participate in the Meeting can be given in writing to AB Industrivärden (publ), Box 5403, SE-114 84 Stockholm, Sweden; by phone at +46-8-666 64 00; by fax at +46-8-661 46 28; or by e-mail at agm@industrivarden.se, whereby confirmation from the Company by e-mail (within 24 hours) is required.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must request temporary registration of their shares in their own names with VPC as per Monday, April 23, 2001.
Owners of Convertible Participating Notes (CPNs) in Industrivärden are welcome to attend the Meeting, provided they notify the Company as above.
Agenda
1. Election of the AGM chairman.
2. Drawing-up and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to check the minutes.
5. Decision as to whether the AGM has been duly convened.
6. Presentation of the annual report and audit report, and of the consolidated accounts and audit report for the group.
7. Decisions concerning
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adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet,
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allocation of the company's profit as shown in the adopted balance sheet,
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discharge from liability of the members of the board of directors and the president.
8. Determination of the number of directors to be appointed by the AGM, and deputies for them.
9. Determination of director's fees.
10. Election of directors.
11. The matter of a nominating committee for future election of directors.
12. The matter concerning authorizing the Board of Directors to make decisions on purchases and transfers of the Company’s own stock.
13. Proposal from Einar Hellbom that the AGM resolve to give the Class A and C shares equal voting power.
Proposals
Shareholders together representing more than 50 percent of the total number of votes in the Company intend to vote in favour of the following proposals regarding the items above:
1. Election of Bo Rydin
8. Seven directors and no deputy
9. SEK 1,800,000 in directors' fees, to be apportioned among the members in accordance with the Board's decision.
10. Reelection of the directors Inga-Britt Ahlenius, Tom Hedelius, Finn Johnsson, Lennart Nilsson, Clas Reuterskiöld and Bo Rydin, and new election of Anders Nyrén.
11. Authorization of the Chairman of the Board to appoint four members from among the shareholders' representatives, who are not directors on the Company's board, to form with him a nominating committee for future Board elections.
The Board submits the following proposal under item 12 above:
Authorizing the Board to make decisions on purchases of the Company's own stock on the stock market and on transfers of the Company's own stock on the stock market or in another manner – on one or more occasions during the period up until the next Annual General Meeting. Such transfer would entail a departure from the shareholders' preemptive right and make it possible for payment to be made by other means than money.
Purchases shall be allowed to be made of up to 5 million shares of the Company's stock. Purchases shall be allowed to be made at a price per share that is within the registered price interval on the stock exchange at the time of the purchase. Transfers shall be allowed to be made of the Company's entire holding of own shares. Transfers on the stock market shall be allowed to be made at a minimum price per share that is within the registered price interval on the stock exchange at the time of the transfer. Transfers in another way shall be allowed to be made at a market price estimated by the Board of Directors.
The purpose of this authorization is to give the Board freedom to act in promoting the shareholders' interests through purchases and transfers of the Company's own stock, including exercising this authority to work with the Company's debt-equity ratio and using own stock as payment in acquisitions.
The Board's complete proposal will be available to shareholders as from April 19, 2001, at the Company.
Einar Hellbom has submitted a proposal in accordance with item 13 above.
Dividend
The Board proposes a shareholder dividend of SEK 5.00 per share, plus a bonus dividend of SEK 3.40 per share, for a total of SEK 8.40 per share. Interest per CPN would thus be SEK 9.66.
The Board proposes Tuesday, May 8, 2001, as the record date for payment of the dividend and CPN interest. Provided that the AGM votes in favor of the proposal, dividends are expected to be sent from VPC on Friday, May 11, 2001.
Stockholm, Sweden, March 2001
The Board of Directors
AB Industrivärden (publ)
Published: 22/3/01
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