The Annual General Meeting of the ÅF Group for financial year 1999

The Annual General Meeting of the ÅF Group for the financial year 1999: * Managing Director underlined improved profitability as the ÅF Group's number one priority * SEK 175 million convertible bond programme for employees approved * Dividend of SEK 3.50 per share accepted * Hans Dalborg elected as new Chairman for the ÅF Group Board. Pending approval at a forthcoming extraordinary general meeting, it is proposed to offer Dalborg the option of purchasing 57,000 shares from the Group's major shareholder. Managing Director, Gunnar Grönkvist, pointed out in his address that the Group had now turned the corner as far as market demand was concerned, with capacity utilisation showing a gradual but uninterrupted upward trend during the first four months of the year. He also confirmed that there are clear indications among key clients (including those in the process industries where demand has long been sluggish) of an increased willingness to invest. The most positive development during the first few months of the year has been the 30 percent-plus growth in the Software, Electronics & Mechanical Engineering business area, yielding a profit margin of over ten percent. HVAC & Sanitation also reported a profit margin nudging ten percent. The forecast for the year, excluding the effect of the advised premium refunds from the SPP insurance company, is that the Group will exceed last year's pre-tax profit of SEK 55 million. According to Grönkvist, within a few years' time the Group's declared objective of an eight percent profit margin will once again be a reality. The AGM resolved to accept the proposed dividend of SEK 3.50 per share, with the settlement date of 16 May 2000. It is anticipated that the dividend will be sent out by the Swedish Central Securities Depository (VPC) on Friday 19 May 2000. The AGM approved the re-election to the Board of Gunnar Grönkvist, Bo Källstrand, Yngve Lundberg, Jan-Erik Olsson and Lars Westerberg. Hans Dalborg, Managing Director and Chief Executive Officer of the Nordic Baltic Holding Group (Merita-Nordbanken), was elected to the Board. At the inaugural Board Meeting following the AGM Hans Dalborg was appointed to the position of Chairman of the Board of AB Ångpanneföreningen. In conjunction with the election of Hans Dalborg, Ångpanneföreningen's Research Foundation announced that a decision had been made to offer Dalborg the opportunity to sign call options on 57,000 B shares in the company as a motivating factor. As this offer requires approval in an extraordinary general meeting, the Research Foundation issued a call for an extraordinary meeting to be held by July 2000 at the latest. The options will give Dalborg the right to purchase these shares from the research foundation at a price equivalent to the average value at the end of trading on the 15 trading days prior to Hans Dalborg's nomination for a position on the ÅF Group Board. The price will thus be SEK 155 per share. Dalborg will be granted the option to acquire the shares at a time of his own choosing with effect from 1 January 2002, provided that he remains as Chairman of the Board. The right to purchase the shares under these conditions terminates on 31 May 2003. The AGM resolved to offer permanent employees of the ÅF Group in Sweden the opportunity to subscribe to a convertible bond loan programme. The loan amounts to a nominal value of maximum SEK 175 million and will run from 13 July 2000. Subscriptions may be made up to and including 7 June 2000. The conversion rate is set at 117 percent of the average market value for the ÅF Group's B share during the period 22-26 May 2000 and may be converted during the period which stretches from 21 January 2004 up to and including 20 May 2005. Individual employees have the right to subscribe for up to a maximum of SEK 100,000. Under current market conditions each individual employee is guaranteed a subscription of approximately SEK 50,000. Handelsbanken Investment Banking has acted as advisor in the financial construction of this convertible programme. The dilution effect has been calculated not to exceed a maximum of 10 percent of share capital and approximately 6.5 percent of the votes. At the inaugural Board meeting following the AGM it was resolved that the interim report for the first half-year will be presented on 2 August, and the nine-month report on 27 October. AB ÅNGPANNEFÖRENINGEN Corporate Information ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/05/15/20000515BIT00830/bit0001.doc http://www.bit.se/bitonline/2000/05/15/20000515BIT00830/bit0002.pdf