PRESS RELEASE MARCH 18, 2005
Notice to Attend the Annual General Meeting
Shareholders in Elanders AB (publ) are hereby invited to attend the Annual General Meeting
Thursday, 21 April 2005 at 4 p.m. at the Elanders Infomedia Centre on Designvägen 2, Mölnlycke,
The Right to Participate
Those who have the right to participate in the Annual General Meeting are shareholders that are inscribed in the register of the shareholders held by The Swedish Securities Register Office no later than 11 April 2005 and have notified their intent to participate no later than 1 p.m., Tuesday, 19 April 2005.
Shareholders who have nominee registered their shares must temporarily register their shares in their own name no later than Monday, 11 April 2005 in order to participate in the Annual General Meeting. This means that shareholders must notify their nominee of this well in advance of this day.
Notification of participation can be made by mail to Elanders AB (publ) Att: Kristina Vannerberg, Designvägen 2, 435 33 Mölnlycke, Sweden or by telephone to +46 031 750 00 00, fax +46 031- 750 07 25, via e-mail
or via our website www.elanders.se
. Name, social security number or company id number, address and telephone number, number of shares and, when applicable, the number of assistants (max two) attending the Annual General Meeting must be included. Please indicate as well if you wish to join the guided tour (see below).
Program for shareholders
14:30 Guided tour of the Group’s operations in Mölnlycke
16:00 The Annual General Meeting begins
After the meeting refreshments will be served.
1. Opening of the Annual General Meeting
2. Election of Meeting chairman
3. Drawing up and approval of the voting list
4. Approval of the Agenda
5. Election of two minute-checkers
6. Corroboration that the Meeting has been duly convened
7. Chief Executive Officer’s report
8. Presentation of the work done by the Board and its subcommittees
9. Presentation of the annual accounts, auditors’ report, the consolidated financial statements and the consolidated auditors’ report
10. Adoption of
a) the income statement and balance sheet as well as the consolidated income
statement and balance sheet
b) the disposition of Group profits according to the adopted balance sheet
c) the discharge of Board Members and the Chief Executive Officer from liability for the
11. Adoption of the number of Board Members and deputies as well as the number of deputies
12. Adoption of the remuneration of the Board of Directors and the auditors
13. Election of the Board of Directors
14. Decisions concerning the nominating committee
15. Closure of the Meeting
Dividend distribution (Point 10)
The Board of Directors has decided to recommend a dividend of SEK 2 per share. The Board has proposed 26 April 2005 as the record date for the payment of dividends. If the Annual General Meeting approves the Board of Directors’ proposal it is estimated that The Swedish Securities Register Office will distribute this dividend on 29 April 2005.
The Board of Directors and Auditors (Points 11, 12 and 13)
The nominating committee for the Annual General Meeting has consisted of Carl Bennet, Chairman (Carl Bennet AB), Gustav Douglas (Investment AB Latour), Göran Erlandsson (representative for minor shareholders), Mats Gustafsson (SEB Funds) and Caroline af Ugglas (Skandia Liv). These members have been appointed by the Annual General Meeting 2004. The Company has been notified by the nominating committee that shareholders representing more than 55 percent of all votes in the Company will support the following proposal:
• the appointment of Carl Bennet as chairman of the Annual General Meeting.
• the number of the Board will be eight members and no deputies.
• the re-election of Carl Bennet, Erik Gabrielson, Ingegerd Gréen, Patrick Holm, Gunilla Jönson, Per Olof Sjöberg, Johan Stern and Tore Åberg to the Board.
• The appointment of Carl Bennet as Chairman of the Board
• remuneration to Board Members, including committee work, shall amount to SEK 1,960,000 to be divided so that the Chairman receives SEK 420,000 and the other members not employed in the Company will each receive SEK 210,000. Remuneration for committee work is SEK 280,000.
• remuneration to auditors shall follow the current contract.
The Nominating Committee (Point 14)
Shareholders representing more than 55 percent of all shares and votes in the Company have declared that they will propose the Annual General Meeting to decide:
• that the nominating committee for the Annual General Meeting of 2006 will consist of
Carl Bennet, (Carl Bennet AB), Chairman
Gustav Douglas (Investment AB Latour)
Göran Erlandsson (representative for minor shareholders)
Mats Gustafsson (SEB Funds)
Nils Petter Hollekim (Odin Funds)
Caroline af Ugglas (Skandia Liv)
• that in case an owner representative no longer represents the shareholder in question, the shareholder is permitted to choose a new representative as member of the nominating committee
• that the nominating committee will draw up a proposal in the following matters to present to the Annual General Meeting of 2006:
a) nomination of the Chairman of the Annual General Meeting
b) nomination of Board Members
c) nomination of the Chairman of the Board
d) proposal of remuneration to Board Members
e) proposal of remuneration to auditors
f) nomination of nominating committee members for the Annual General Meeting of 2007, and
• that the nominating committee in connection with its role will fulfill the duties that according to the Swedish Code for corporate governance (SOU 2004:130) are required of a nominating committee, including further conveyance of certain information to the Company so that the Company can fulfill its information obligation according to the Code.
The accounts and the auditors’ report will be available at the Company at least two weeks before the Annual General Meeting. Copies of these documents will be sent to shareholders who request it and provide their mailing address. Copies will also be distributed at the Annual General Meeting. This Notice to Attend can also be found on the Company website www.elanders.se
as well as presentations of the nominated Board Members.
Mölnlycke March 2005
Elanders AB (publ) Board of Directors