Industrivärden's Annual General Meeting

Industrivärden's Annual General Meeting 2000 Shareholders of AB Industrivärden (publ) are hereby invited to attend the Annual General Meeting to be held at 2 p.m. on Friday, May 5, 2000, at the Grand Hotel, Vinterträdgården (entrance at the corner of Stallga- tan/Blasieholmsgatan), in Stockholm. Coffee will be served before the Meeting. Notice of Attendance To be entitled to participate in the Annual General Meeting, shareholders must be listed on the printout of the shareholder register on April 25, 2000, and give notice of their intention to participate in the Meeting no later than 3 p.m. on Wednesday, May 3, 2000. Notice of intention to participate in the Meeting can be given by mail to AB Industrivärden (publ), Box 5403, SE-114 84 Stockholm, Sweden; by phone at +46-8-666 6400; by fax at +46-8-661 46 28; or by e-mail at agm@industrivarden.se, whereby confirmation from the Company by e-mail (within 24 hours) is required. To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must make sure that their shares are registered in their own names with VPC on April 25, 2000. Owners of Convertible Participating notes (CPNs) in AB Industrivärden are welcome to attend the Meeting, provided they notify the Company as above. Business to be Transacted 1.Election of the AGM chairman. 2.Drawing-up and approval of the register of voters. 3.Approval of the agenda. 4.Election of one or two persons to check the minutes. 5.Decision as to whether the AGM has been duly convened. 6.Presentation of the annual report and audit report, and of the consoli- dated accounts and consolidated audit report. 7.Decisions concerning. a.adoption of the income statement and balance sheet, and the consoli- dated income statement and consolidated balance sheet, b.allocation of the company's profit as shown in the adopted balance sheet, c.discharge from liability of the member of the board of directors and president. 8.Determination of the number of directors to be appointed by the AGM, and deputies for them. 9.Determination of director's fees. 10. Election of directors. 11. Election of a committee with the purpose of nominating directors for future election. 12. The matter concerning authorizing the Board of Directors to make decisions on purchases and transfers of the Company's own stock. Proposals Shareholders together representing more than 50 percent of the total num- ber of votes in the Company intend to vote in favor of the following pro- posals regarding the items above: 1.Election of Claes Beyer. 8.Seven directors and no deputy. 9.SEK 1,800,000 in directors' fees, to be divided among the members in accordance with the Board's decision. 10. Reelection of the directors Inga-Britt Ahlenius, Carl-Erik Fein- silber, Tom Hedelius, Lennart Nilsson, Clas Reuterskiöld and Bo Rydin, and, since Björn Wolrath has declined reelection, new election of Finn Johnsson. 11. Election of Bo Damberg, Tor Marthin, Tomas Nicolin, Bo Rydin and Peter Sandberg, with the assignment of proposing directors and directors' fees for the period up until the next Annual General Meeting. The Board submits the following proposal for business to be transacted, in accordance with point 12 above: Authorizing the Board to make decisions on purchases of the Company's own stock on the stock market and on transfers of the Company's own stock on the stock market or in another manner - on one or more occasions during the period up until the next Annual General Meeting. Such transfer would entail a departure from the shareholders' preemptive right and make it possible for payment to be made by other means than money. Purchases shall be allowed to be made of up to 5 million shares of the Company's stock. Purchases shall be allowed to be made at a price per share that is within the registered price interval at the time of the pur- chase. Transfers shall be allowed to be made of the Company's entire hold- ing of own shares. Transfers on the stock market shall be allowed to be made at a minimum price per share that is within the registered price in- terval at the time of the transfer. Transfers in another way shall be al- lowed to be made at a market price determined by the Board of Directors. The purpose of this authorization is to give the Board freedom to act in promoting the shareholders' interests through purchases and transfers of the Company's own stock, including exercising this authority to work with the Company's debt-equity ratio and using own stock as payment in acquisi- tions. The Board's complete proposal will be available to shareholders as from April 20, 2000, at the Company. Proposal from HQ.SE Strategifond In a letter dated March 17, 2000, HQ.SE Fonder AB, on behalf of HQ.SE Strategifond, which owns 0.6 percent of the capital, representing 0.5 per- cent of the total number of votes in the Company, has requested that the following proposal for decision be put to the Annual General Meeting: HQ.SE Fonder AB, on behalf of HQ.SE Strategifond, herewith proposes that the Annual General Meeting of AB Industrivärden decide to authorize AB In- dustrivärden's board to decide to purchase shares of the Company's own stock on the stock market or in accordance with a purchase offer directed to all shareholders, not later than the next Annual General Meeting and on one or more occasions. The Board shall have the right to decide on purchases of Class A or Class C shares of the Company's own stock, or of shares of both classes, to the extent that the Company's holding of own stock after such purchase does not amount to more than one-tenth of the total number of shares outstand- ing in the Company. Purchases on the stock market shall be made at the market price prevailing at the time of purchase, with a deviation that does not exceed the registered spread at any time. Purchases made through an offer to the shareholders shall be made at a price corresponding to the market price at the time of the offer, with a maximum upward or downward deviation of 50 percent. The purpose of the proposal is, by repurchasing stock carrying a discount to net asset value, to bring about an increase in the value per share. The shares purchased should be canceled through reduction of the capital stock in order to enable further repurchases in the future. Dividend The Board proposes a shareholder dividend of SEK 5.00 per share, plus a bonus dividend of SEK 1.00 per share, for a total of SEK 6.00 per share. Interest per CPN would thus be SEK 6.90. The Board proposes Wednesday, May 10, 2000, as the record date for payment of the dividend and CPN interest. Provided that the AGM votes in favor of the proposal, dividends are expected to be sent from VPC on Monday, May 15, 2000. Stockholm, Sweden, April 2000 The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/04/03/20000403BIT00900/bit0001.doc http://www.bit.se/bitonline/2000/04/03/20000403BIT00900/bit0002.pdf