Notice of Annual General Meeting

Notice of Annual General Meeting Shareholders in Gunnebo AB (publ) are herewith notified that the Annual General Meeting will be held at 5.00 p.m. on Thursday, April 25, 2002 in the new Union building of the Chalmers Institute of Technology's Student union, Chalmersplatsen 1, Göteborg, Sweden. Light refreshments will be served from 4.00 p.m. Notification Shareholders who wish to participate in the Meeting must be entered in the register of shareholders maintained by VPC AB by no later than Monday, April 15, 2002, and shall have notified the company at Gunnebo AB, Box 5181, S-402 26 Göteborg (telephone +46 31 83 68 00) by no later than noon on Friday, April 19, 2002. Shareholders whose shares are registered in nominee names must have their shares temporarily re- registered in their own name by no later than Monday, April 15, 2002 to be entitled to vote at the AGM. Shareholders should instruct their account operator to complete this re-registration process well ahead of this date. Agenda 1. Election of chairman of Meeting. 2. Preparation and approval of voting list. 3. Approval of agenda. 4. Election of one or two persons to approve the minutes. 5. Decision on whether the Meeting has been duly convened. 6. Address by President. 7. Presentation of annual report, consolidated financial statements and report of the auditors for the financial year 2001. 8. Decision on the adoption of the parent company and consolidated profit and loss accounts and balance sheets for the financial year 2001. 9. Decision concerning the treatment of the parent company's unappropriated earnings as stated in the adopted balance sheet. 10.Decision concerning the discharge of the members of the Board and the President from liability for the year under review. 11.Determination of number of members and deputy members of the Board. 12.Determination of fee for the Board. 13.Election of the Board. 14.Authorisation of the Board to decide on share issue. The Board proposes that it be authorised to decide, during the period until the next Annual General Meeting, to increase the company's share capital by a maximum of 6,000,000 kronor by issuing up to 600,000 shares, with or without prior rights for existing shareholders to participate in the issue, and with or without provisions for an exchange of assets, netting off or such other conditions as are referred to in Chapter 4 §6 of the Swedish Companies Act. 15.Proposal for decision on the issue of convertible loan stock with warrants to subscribe to shares in Gunnebo, etc ("Warrant programme"). A. Decision on the issue of loan stock with warrants to subscribe to new shares The Board proposes that the Company shall issue convertible loan stock for a maximum nominal amount of 10,000 kronor with a maximum of 1,000,000 warrants to subscribe to new shares in the Company ("Loan stock") on the following conditions. The right to subscribe to the Loan stock shall, waiving the prior rights of existing shareholders, be reserved to Gunnebo Service AB (a wholly owned subsidiary of the Company)("the Subsidiary"). The loan stock shall be subscribed to and paid for by no later than May 31, 2002. The loan stock shall pay interest at an annual rate of 5 per cent and be redeemable on June 30, 2002. The loan stock shall be issued at a price corresponding to its nominal value. Each warrant shall entitle the holder to subscribe to one new share in the Company during the period between Mary 30, 2002 and May 31, 2007. The subscription price shall correspond to an amount that is 110 per cent of the average latest buying price for the shares quoted on Stockholmsbörsen AB's official list of prices during the period between April 29, 2002 and May 10, 2002 inclusive (Subscription price). The warrants shall be immediately separable from the Loan stock. The subsidiary shall have the disposal of the warrants on the conditions laid out in Point B below. The increase in the Company's share capital in the event of full subscription on the basis of the warrants will amount to a maximum of 10,000,000 kronor, which corresponds to dilution of some 4.7 per cent of the share capital and votes in the event of full exercise of the warrants. The total dilution, taking into account previously issued convertible loan stock that matures on June 30, 2003, will correspond to some 8.4 per cent in the event of full exercise of all warrants and convertible loan stock. The Board's reason for disregarding the prior rights of existing shareholders is its wish to promote the Company's long-term interests by setting up for a number of senior executives within the Group a carefully thought out incentive programme with an international character, that will enable them to benefit from the favourable development in the value of the Company. A further factor behind the incentive programme is that it will make it easier to recruit and keep key employees who are essential for the Company and to increase their commitment to the Company's financial progress. B. Approval of issue of employee warrants, etc With regard to the warrants referred to in Point A above, these warrants shall be at the disposal of the Subsidiary in order to ensure that the Subsidiary or any other company in the Gunnebo Group can fulfil its obligations relating to the employee warrants that are to be issued as described below. It is proposed that the Annual General Meeting resolve in favour of the Subsidiary's issuing of employee warrants providing the right to acquire shares in the Company on the conditions laid out below, and of the Subsidiary's transferring the warrants to another company within the Gunnebo Group for the equivalent purpose. Each employee warrant shall provide the right to acquire from an entity nominated by the Subsidiary (or such other company in the Gunnebo Group as is referred to above) one share in the Company in return for payment of an amount corresponding to the minimum subscription price. The employee warrants shall be issued free of charge to senior executives within the Gunnebo Group. The employee warrants are not transferable. The issue shall comprise a maximum of forty-five thousand (36,000) warrants for the Company's president and a maximum of thirty thousand (24,000) to other members of Group management, certain key personnel and other specialist personnel, and a maximum of fifteen thousand (12,000) to divisional managers, certain key personnel and other specialist personnel. Members of the Board who are elected by the Annual General Meeting and who are not employed by the Company shall not be entitled to receive employee warrants. The Company's Board also reserves the right to allot employee warrants to future employees in the above categories. The warrants will be allotted 2002 and can be used to acquire shares, one third each year during 2004-2006. 25 % will only be utilisable if Gunnebo achieves an average profit increase per share of 8 % per year from 2002. In connection with the issue referred to above, each employee's performance as well as his/her position in and importance to the Gunnebo Group are among the factors that shall be taken into account. The Subsidiary or any other company within the Gunnebo Group shall also be entitled to issue employee warrants, in accordance with the terms in this proposal, to persons who are appointed in the future to such positions and employment in the Gunnebo Group as are referred to above. The warrants have been issued to ensure that the above-mentioned persons receive the underlying shares. All in all, it is estimated that some 750,000 warrants will be used for this purpose. The Subsidiary or other company within the Gunnebo Group shall be entitled to have the disposal of the number of warrants required to cover certain costs, mainly social security premiums, incurred in connection with the exercise of the employee warrants. C. Instruction and authorisation for the Board and the President It is proposed to the Annual General Meeting that the Company's Board be authorised to decide to carry out issues as in Point A above, and it is further proposed that the Board shall see to it that the Board of the Subsidiary has the disposal of the warrants as referred to in Point B above. It is proposed that the Annual General Meeting authorise the Company's Board to cancel the issue and the offering of employee warrants to employees by no later than May 30, 2002 should market conditions or other circumstances be considered by the Board to be unsuitable at that time. It is further proposed that the Annual General Meeting authorise the President to make such minor adjustments to the decision pursuant to this point as may become necessary in connection with the process of registration with the Swedish Patent and Registration Office. The Annual General Meeting's decisions pursuant to Point 15 shall come into effect only if they have the support of shareholders casting at least nine-tenths of the votes and representing nine-tenths of the number of shares represented at the Meeting. The Board's complete proposal for decisions under Points 14 and 15 will be available from the Company as of April 11, 2002. It will also be sent to shareholder who so request and who provide their postal address. Dividend The Board proposes that a dividend of 3.50 kronor per share be paid. It is proposed that the date of record be April 30, 2002. It is expected that the dividend approved by the Annual General Meeting will be distributed on May 6, 2002. Board Shareholders representing some 37 per cent of the total number of shares and votes in Gunnebo AB have notified the Company that they will propose to the Annual General Meeting that Messrs Roger Holtback, Nils-Olov Jönsson, Rolf Ekedahl, Sten Langenius, Bjarne Holmqvist and Per-Henrik Berthelius be re-elected to the Board, and that Mikael Jönsson, currently a deputy member, be elected to the Board Göteborg, March 2002 Gunnebo AB (publ) Board GUNNEBO AB (publ) Information For further information, contact: Bjarne Holmqvist, President and CEO, Gunnebo AB, telephone +46 31 83 68 00, mobile +46 708 40 03 70, or Lennart Gustavsson, Director of Financial Systems and Finance, Gunnebo AB, telephone +46 31 83 68 00 or mobile: +46 705 93 40 80 www.gunnebo.se Gunnebo is today an international fast growing security group with 97 companies, located in 30 countries. The Group has sales to a further hundred markets via agents and distributors. Annual turnover amounts to some MSEK 7,000. Gunnebo's security business includes mainly burglar and fire-resistant safes, security products for banks and cash-handling, electronic security, fire protection, access control and entrance control, alarm centres, out- and indoor perimeter protection. ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/25/20020325BIT01060/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/25/20020325BIT01060/wkr0002.pdf