Mr Anders Lundin, authorised public accountant of Öhrlings Coopers & Lybrand AB was elected auditor for the period until the next annual general meeting.

 

The General Meeting established the dividend proposed by the Board of Directors and the Managing Director amounting to SEK 2:50 per share. May 10, 1999 was established as record day and payment from VPC (the Securities Register Centre) is expected to start on May 17, 1999.

 

The General Meeting resolved to change the Articles of Association as follows.

 

§ 4 par 1 and 2 of the Company's Articles of Association has received the following wording;

 

"The share capital shall be no less than SEK two hundred million (200,000,000) and no more than SEK eight hundred million (800,000,000).

 

The shares may be issued in two different classes, designated Class A and Class B. Shares of Class A may be issued up to a maximum number of fifty million  (50,000,000) and shares of Class B up to a maximum number of seven hundred and fifty million (750,000,000)."

 

§ 7 of the Company's Articles of Association shall have the following wording;

 

" For the audit of the company's administration and accounts maximum two (2) authorised public accountants shall be appointed at the Annual General Meeting."

 

§ 8 of the Company's Articles of Association has received the following wording;

 

" A notice convening an Annual General Meeting and an Extraordinary General Meeting to decide upon the alteration of the Articles of Association shall take place at the earliest six and at the latest four weeks prior to the meeting.

 

A notice convening another extraordinary general meeting shall take place at the earliest six and at the latest two weeks prior to the meeting. A notice convening a General Meeting shall be published in Post- och Inrikes Tidningar and in Dagens Nyheter or another national daily paper."

 

§ 10 of the Company's Articles of Association has received the following wording;

 

A shareholder, who wants to take part in the negotiations at a General Meeting, must be registered in a transcript of the share register relating to the facts which were recorded ten (10) days before the General Meeting and must give notice to the company not later than the day mentioned in the notice convening the meeting, before 4 p.m. The last mentioned day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and must not fall earlier than on the fifth weekday before the General Meeting.

 

At the General Meeting, a shareholder is entitled to be accompanied by one or two assistants; however, only if the shareholder gives notice hereof to the company according to what is prescribed in the previous paragraph."

 

In § 14 of the Articles of Association, a new item 3 and adjustments of items 10, 11 and 12 have been made

 

"3) Approval of the Agenda;"

"10) Determination of the number of directors and, where appropriate, the number of auditors;"

"11) Determination of fees for the Board of Directors and, where appropriate, the Auditors;"

"12) Election of the Board of Directors and, where appropriate, appointment of the Auditors".

 

§ 15 par 4 of the Company's Articles of Association has received the following wording:

 

" The redemption price shall, in the absence of an agreement, be an amount corresponding to the true value of the shares, as decided by the provisions prescribed by the Swedish Arbitration Act (1999:116). The redemption price shall be paid within one (1) month from the time when the redemption price was determined."

 

It was resolved by the General Meeting to increase the registered share capital of the Company through a bonus issue. The share capital which before the bonus issue amounted to SEK 71,369,974, distributed on 4,190,412 shares of Class A and 67,179,562 shares of Class B, each with a par value of SEK 1, shall be increased by SEK 214,109,922 to SEK 285,479,896 through a transfer of SEK 214,109,922 from the Company's share premium reserve to its registered share capital. The issue will take place through an increase of the par value from SEK 1 to SEK 4 for each share.

 

The Meeting further resolved that after the increase of the registered share capital through an increase of the shares' par value, the par value of the shares shall be lowered from SEK 4 per share to SEK 1 per share (a so called split), entitling, without payment, owners of Class A shares and Class B shares to receive four new shares of the same Class, each having a par value of SEK 1, for each share with a par value of SEK 4 owned.

 

The bonus issue and split are expected to be executed by VPC (the Securities Register Centre) around June 4, 1999.

 

Stockholm, May 5, 1999

ASSA ABLOY AB (publ)

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For further information, please contact

Carl-Henric Svanberg, President & CEO, tel: +46-8-698 8552 alt. +46-7-510 0551,

or Göran Jansson, CFO, tel. +46-8-698 8572 alt. +46-70-748 8572

 

ASSA ABLOY AB (publ)

P.O. Box 70340, S-107 23 Stockholm

Tel: Int+46-8-698 85 70, Fax: Int +46-8-698 85 85

Visiting address: Klarabergsviadukten 90

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