Notice of an extraordinary general meeting of Gunnebo Industrier AB (publ)
This is a notice to the shareholders of Gunnebo Industrier AB (publ) that an extraordinary general meeting will be held at 12.00 noon on Friday, 19 September 2008 at the Bruksgården building in Gunnebo, Sweden.
Right to participate in the meeting
Shareholders wishing to participate in the meeting must:
- be entered in the share register kept by VPC AB by 12 September 2008
- register with Gunnebo Industrier no later than 16.00 on 15 September by:
e-mailing to: bolagsstamma@gunneboindustries.com
writing to: Gunnebo Industrier
Extra bolagsstämma
SE-590 93 Gunnebo
Sweden
faxing to: +46 490 89 198
phoning: +46 490 89 224
going to: www.gunneboindustrier.se
Registration must include the shareholder's name, personal identity number or corporate identity number, address, number of shares, daytime phone number and, when applicable, information about proxies (up to two).
Shareholders represented by proxies must issue a power of attorney. If the power of attorney is issued by a legal entity, a certified copy of a registration certificate or similar authorisation for the legal entity must be attached. The power of attorney and registration certificate or similar authorisation may not be issued earlier than one year before the date of the meeting. The power of attorney and registration certificate or similar authorisation should be sent to Gunnebo Industrier AB at the above address well ahead of the meeting. The form for a power of attorney is available at www.gunneboindustrier.se
To be entitled to participate in the meeting, any shareholder who has registered his or her shares under a trustee must temporarily register them in his or her own name with VPC AB. Such registration must be completed by 12 September 2008. Thus, the shareholder must notify the trustee well ahead of that date.
The company has a total of 8,770,909 shares and votes.
Proposed agenda
1. Meeting called to order
2. Selection of the chairman of the meeting
3. Preparation and approval of the list of shareholders entitled to vote at the meeting
4. Approval of the agenda
5. Selection of one or more people to verify and sign the minutes
6. Verification that shareholders have been duly notified of the meeting
7. Determination of the number of board members and deputies
8. Selection of the members and chairman of the board
9. Selection of auditor
10. Revocation of decisions concerning a nominating committee
11. Meeting adjourned
Proposed decision
Composition of the board of directors (items 7 and 8)
Shareholder Segulah Stellata Holding AB, being changed to Gunnebo Industrier Holding AB, which is a wholly owned subsidiary of Segulah III, L.P. and Segulah IV, L.P., which after completion of its public offer to the shareholders of Gunnebo Industrier holds more than 97% of Gunnebo Industrier shares, proposes that the board consist of five members and no deputies, that the present board be dismissed, that Jörgen Centerman, Carl-Gustaf Bergström, Christian Sievert, Marcus Jansson and Håkan Dahlin be elected to the board and that Jörgen Centerman be chosen as its chairman.
Information about the proposed board members:
Jörgen Centerman, born 1951
Main education: Master of Engineering from Lunds Tekniska Högskola.
Other significant assignments: Member and chairman of the boards of Dacke PMC Holding AB and Kemetyl Holding AB, as well as member of the boards of Segulah Advisor AB and Micronic Laser Systems AB.
Previous positions: CEO and Managing Director of ABB Ltd.
Carl-Gustaf Bergström, born 1945
Main education: Master of Business Administration from the School of Economics at Åbo Akademi University.
Other significant assignments: Member of the boards of Dacke PMC Holding AB and Outotec Oyj.
Previous positions: CEO and Managing Director of Cargotec Oyj.
Christian Sievert, born 1969
Main education: Master of Business Administration from Stockholm School of Economics.
Other significant assignments: CEO of Segulah Advisor AB, member of the boards of AB Segulah, Segulah Advisor AB, Nordform Mark- och VA-system AB and Kemetyl Holding AB and deputy member of the board of InfoCare AS.
Previous positions: Consultant for Bain & Co in Stockholm and San Francisco and worked for Donaldson Lufkin Jenrette in Chicago, Commerzbank in Bremen and the Swedish Chamber of Commerce in London.
Marcus Jansson, born 1975
Main education: Master of Business Administration from Stockholm School of Economics.
Other significant assignments: Investment Manager at Segulah Advisor AB and member of the boards of InfoCare AS, Joy Shop AB, Nilssons Gott Holding AB and Almondy Group Holding AB.
Håkan Dahlin, born 1966
Main education: Master of Business Administration from Örebro University.
Other significant assignments: Chief Financial Officer at Segulah Advisor AB. No significant board positions.
Previous positions: Group Finance Director at Munters AB, Chief Financial Officer at Skanditek Industriförvaltning AB and Financial Manager and Controller for various parts of Skanska.
Selection of auditor (Item 9)
Shareholder Segulah Stellata Holding AB, being changed to Gunnebo Industrier Holding AB, proposes that the meeting elect PricewaterhouseCoopers AB and Magnus Svensson Henryson as principal auditor for the period until the adjournment of the annual general meeting held during the fourth financial year after their election.
Revocation of decisions concerning a nominating committee (Item 10)
Segulah Stellata Holding AB, being changed to Gunnebo Industrier Holding AB, proposes that, due to the changed shareholder structure of Gunnebo Industrier and the fact that the company is expected to be delisted from OMX Nordic Exchange Stockholm shortly, previous decisions concerning a nominating committee be revoked.
Gunnebo, Sweden, September 2008
Board of Directors
Gunnebo Industrier AB (publ)