Shareholders propose incentive programme for Gunnebo AB’s board members

Gunnebo AB’s Board has today decided to refer a proposal submitted by two large shareholders for an incentive programme for board members in the company (“Board Programme 2007”) to an Extraordinary General Meeting of the Shareholders to be held on 24 October 2007.

The programme has been proposed by Gunnebo’s two largest shareholders, Stena Adactum AB and Vätterledens Invest AB (“Main shareholders”), who, together control some 40% of the shares and votes in Gunnebo.

Incentive programme in brief:
The underlying structure is a combined stock and warrant programme whereby board members will be given an opportunity to subscribe for shares and/or allocate shares already held to the programme, in all cases in blocks of 200 shares (“Saving shares”). For each block of 200 Saving shares, the participant will be entitled to acquire a maximum of 800 warrants at market price. The subscription price for the warrants corresponds to 110% of the average share price during the period 25-31 October 2007.

It is proposed that the warrants will have a duration of approximately four years, and that the subscription period shall begin the day after the company’s year-end communiqué for the financial year 2010 is published and expire three weeks after the interim report for the third quarter of 2011 has been published.

It is proposed that the programme should consist of a maximum of 44,000 Saving shares and a maximum of 176,000 warrants. It is estimated that in the event of full conversion, the warrants will correspond to a maximum of 0.5% of the share capital and the number of votes.

In order to secure delivery of shares and warrants within the programme, the Main Shareholders further propose that a directed new share issue be made to the participants at market price; computed as the average share price during the period 29-31 October 2007, subject however to a minimum share price of SEK 55. The Main Shareholders also propose that a directed issue of warrants be made at no cost to Gunnebo’s wholly owned subsidiary Gunnebo Service AB, and that Gunnebo Service AB be entitled to transfer the warrants to participants in the programme.

The Main Shareholders’ considered opinion is that the positive effects on the result that are expected to arise as a consequence of Board members increasing their holdings of shares in the company, and becoming entitled to further increase their holdings in the company as a result of the programme, will outweigh the costs it will involve.

A detailed description of the programme is provided in the shareholders’ complete proposal, which, along with a notice of the Extraordinary General Meeting, is available on the company’s website.

GUNNEBO AB (publ)
Group Communications

For further information please contact:
Janerik Dimming, SVP Group Communications Gunnebo AB, tel. 031 83 68 03,
mobile: 0705 83 68 03, or e-mail: janerik.dimming@gunnebo.com

www.gunnebo.com

Gunnebo discloses the information provided herein pursuant to the Swedish Securities Exchange and Clearing Operations Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 14.01 CET, on September 21, 2007.