Shareholders who wish to attend the General Meeting must:

 

(i) be recorded in the print-out of the share register maintained by the Swedish Securities Register Centre ("VPC"), made as of Sunday April 23, 2000, (due to the intervening Easter weekend, such recording must be made on Thursday April 20, 2000 at the latest;

 

 

(ii) notify ASSA ABLOY AB of their intent to participate in the Meeting at address: ASSA ABLOY AB, "General Meeting", P.O. Box 70340, SE-107 23 Stockholm, Sweden, or by telephone +46-8 506 485 00 or by telefax +46-8 506 485 85, by 4.00 p.m., Wednesday April 26, 2000 at the latest.

 

On giving notice of attendance, the shareholder shall state name, personal registration  number or equivalent, (corporate identity number), address, telephone number and the number and series of shares held. Proxy and representative of a juridical person shall hand in papers of authorisation prior to the Meeting.

 

In order to participate in the proceedings of the Annual General Meeting, owners with nominee-registered shares should request their bank or broker to have their shares temporarily owner-registered with VPC. Due to the intervening Easter weekend, such registration must be made on Thursday April 20, 2000 at the latest, and the banker or broker should therefore be notified in due time before said date.

 

 

 

 

1. Opening of the Meeting.

2. Election of Chairman of the Meeting.

3. Drawing up and approval of the voting list.

4. Approval of the agenda. 

5. Election of one or two person(s) to check the minutes.

6. Determination of compliance with the rules of convocation.

7. The Managing Director's report. 

8. Presentation of the Annual Report and the Auditors' Report and the Consolidated Financial Statements and the Group Auditors' Report.

9. Resolutions regarding

(a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet, as per December 31, 1999;

(b) appropriation of the company's profit according to the adopted Balance Sheet;

(c) record date for dividend;

(d) discharge of the Board of Directors and the Managing Director from liability for the financial year.

10. Establishment of the number of members and deputy members of the Board of Directors.

11. Establishment of fees for the Directors.  

12. Election of members of the Board of Directors.

13. Establishment of the number of Auditors.

14. Establishment of fees for the Auditors.

15. Election of Auditors.

16. Approval of the decision by the Board of Directors to make a rights issue.

17. Authorisation for the Board of Directors to make a directed issue.

18. Closing of the Meeting.

 

 

 

The Board of Directors proposes that a dividend of SEK 0.75 per share be declared.

 

As record date for the dividend, the Board of Directors has proposed May 8, 2000. If the Annual General Meting so resolves, the divi­dend is expected to be distributed by VPC on May 11, 2000.

 

 

 

Shareholders jointly representing more than 50 per cent of all the votes in the Company have made the following proposal:

 

 

The number of board members shall be seven.

 

Re-election of the board members: Georg Ehrnrooth, Melker Schörling, Gustaf Douglas, Per-Olof Eriksson, Carl-Henric Svanberg, Gerhard Wendt and Göran J Ehrnrooth.

 

Fees to the board members shall be unchanged and amount to SEK 810,000 in total, to be distributed among the Directors according to the decision by the Board of Directors.

 

 

The number of auditors shall as previously be one ordinary auditor.

 

Re-election of the present auditor Anders Lundin, Öhrlings PricewaterhouseCoopers AB.

 

The auditor shall be elected for a period of four years and shall receive payment on open account terms.

 

 

 

On April 3, 2000 the Board of Directors - subject to the approval of the General Meeting - resolved to increase the company's registered share capital by not more than SEK 12,799,925 by way of a new share issue of not more than 737,512 shares of Series A and not more than 12,062,413 shares of Series B, each share with a par value of SEK 1. The shareholders shall have preferential right to subscribe for the new shares. The shareholders in the company shall for each number of 25 old shares held of Series A and Series B, respectively, be entitled to subscribe to one new share of the same series. Subscription with subsidiary preferential right or without preferential right shall not be possible. The record date for determination of shareholders being entitled to subscribe to new shares with preferential right shall be May 8, 2000. The subscription price for each share shall be SEK 120. Subscription may be exercised from May 15, 2000 until June 5, 2000. Subscription shall be exercised through simultaneous cash payment. The company shall through Skandinaviska Enskilda Banken SEB effectuate sale of such shareholder's right to participate in the new share issue that does not correspond to a whole new share. The new shares shall entitle the holder to receive dividend as from the financial year 2000. Conversion of convertible bonds 1995/2000 must be executed on April 18, 2000 at the latest, in order to entitle the holder to participate in the new share issue and therefore conversion must be requested as soon as possible and on April 17, 2000 at the latest.

 

 

 

The Board of Directors proposes that the Board of Directors be authorised, until the next annual general meeting, to decide upon a new share issue with a right for the Board of Directors to decide upon a disapplication of the shareholders' preferential rights. The authorisation shall comprise a right to increase the company's share capital by not more than SEK 19,765,032 through an issue of not more than 19,765,032 new shares of Series B, each share with a nominal value of SEK 1. The authorisation shall include a right for the Board of Directors to issue shares for payment in kind. Decision regarding new share issue may take place on one or several occasions. The reason for the authorisation and the disapplication of the shareholders' preferential rights is that the purchase price for ASSA ABLOY AB's acquisition of Williams Plc's lock division partly shall be paid by the issue of new shares of series B in ASSA ABLOY AB. As the time for the completion of the acquisition and the payment of the purchase price are dependent on regulatory approvals, it is necessary for the Board of Directors to be flexible as regards inter alia the date of fulfilment of the share issue.

 

 

 

The Accounts and the Auditor's Report on the Group will, as from April 19, 2000 be available at the company. The complete decision regarding the issue with preferential rights and the proposal for authorisation as concerns a directed issue will be available at the company as from April 26, 2000.

 

Copies of the documentation will be sent to the shareholders who so request and state their address and will also be available at the General Meeting.

 

 

 

Stockholm, April 2000
Board of Directors

ASSA ABLOY AB (publ)