29/03/2005
Shareholders in Stralfors AB are hereby given notice convening the Annual General Meeting to be held on Tuesday, 3 May 2005, at 4.00 p.m. in Garvaren Nöje B room, Ljungby.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Annual General Meeting must
- be listed as shareholders in the shareholders’ register maintained by the Swedish Securities Register Centre (Värdepapperscentralen VPC AB) no later than Friday, 22 April 2005 and
- give notice of their intention to attend the Annual General Meeting either by post to Strålfors AB, 341 84 Ljungby, by phone 0372-85172, 0372-85000, by fax 0372-84050 or by e-mail: bolagsstamma@stralfors.se.
Notification must reach Stralfors no later than Friday, 29 April 2005, at 12.00 am.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name before Friday, 22 April 2005, in order to secure their right to vote. Shareholders should request temporarily re-registration in due time before 22 April.
AGENDA
At the Annual General Meeting following Items will be taken up:
1. Opening of the Annual General Meeting.
2. Election of chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Agenda.
5. Election of persons to verify the minutes.
6. Determination whether the Annual General Meeting has
been duly convened.
7. Presentation of the annual report and the Auditors’ report on
the consolidated financial statements.
8. Resolutions concerning
a. adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet,
b. allocation of the Company’s earnings as shown in the adopted balance sheet
c. record date for dividends
9. Discharge from personal liability of the Directors of the Board
and the President.
10. Determination of the number of Directors and Alternate Directors.
11. Determination of the remuneration of Directors.
12. Election of Directors and Alternate Directors.
13. Resolution concerning Election Committee.
14. Conclusion of the Annual General Meeting.
PROPOSAL OF CHAIRMAN OF THE ANNUAL GENERAL MEETING
As chairman of the Annual General Meeting, Michael Karlsson, member of the Swedish Bar Association, is proposed.
PROPOSED DIVIDEND
The Board of Directors proposes a dividend to shareholders of SEK 2.00 per share. It is proposed that 9 May 2005 be made the record day. If the Annual General Meeting adopts the Board’s proposal, dividends are expected to be despatched on 12 May 2005.
PROPOSAL OF DETERMINATION OF REMUNERATION OF DIRECTORS, ELECTION OF THE BOARD OF DIRECTORS AND ELECTION COMMITTEE
The Nomination Committee (Göthe Parkander until 2005-02-10, Marianne Nilsson, Caroline af Ugglas and Sven Fridolfsson), who represent 88,6 percent of the Company’s votes, have announced that they intend to propose following to the Annual General Meeting:
Remuneration of Directors
Remuneration to the Directors should be 1,325,000 MSEK, and allocated between the Directors according to the determination of the Board of Directors. Members of the Board who are employees of the Company do not receive any remuneration. If the Annual General Meeting determines according to the made proposal it is intended that 350,000 SEK shall be allocated to the chairman, 150,000 SEK to every other member of the Board who is not an employee of the Company and 75,000 SEK to the deputy member.
Election of the Board
Re-election of Åke Fredriksson
Björn Parkander
Per Risberg
Per Samuelson
Caroline Sundewall
Ole Sörensen and
Jan Åström
and new election of Ulrika Hagdahl
as ordinary members and
re-election of Anna Parkander
as deputy member.
Ulrika Hagdahl is 42 years old and responsible for investments at Cancale Förvaltnings AB. Ulrika Hagdahl has also other board memberships: IFS AB, Protect Data AB and Orc Software AB. Ulrika Hagdahl has 4 400 Stralfors’ B-shares via company.
If the Annual General Meeting determines to choose the Board according to above proposal, the Board intends to appoint Åke Fredriksson as chairman and Björn Parkander as vice chairman.
Election Committee
The Nomination Committee proposes that the Annual General Meeting determines that for the 2006 ordinary Annual General Meeting an Election Committee will be set up in such a way, that the four largest shareholders, if they wish, during September 2005, each appoint their representative who, together with the chairman of the board, shall form the Election Committee. The chairman of the Election Committee should be appointed by the committee’s own members. However, the chairman of the Board should not be the chairman of the Election Committee. The name of the four representatives, whom they represent and who is appointed as chairman of the Election Committee, should be announced as soon as the appointment has taken place, however, if possible, at latest six months before ordinary Annual General Meeting 2006. No special remuneration should be paid for the performance of the Election Committee.
If a shareholder, who has appointed a representative for the Election Committee, decreases his holding of shares in Stralfors, the representative appointed by this shareholder, should submit his resignation in the Election Committee. If a member of the Election Committee for this or any other reason leaves the Committee, should – in consultation with the rest of the members – some other large shareholder appoint a new representative to become member of the Election Committee.
The Election Committee should work out proposals to be put forward at the ordinary Annual General Meeting 2006 concerning (i) chairman of the ordinary Annual General Meeting, (ii) chairman and other members of the Board, (iii) remuneration of the Board, and (iv) Election Committee for ordinary Annual General Meeting 2007.
Auditors
The Annual General Meeting 2004 determined that Auditors’ remuneration should be paid according to authorized invoice and also that for the time until the end of ordinary Annual General Meeting 2008, appoint Kerstin Mouchard and Ingvar Ganestam as authorised auditors and as deputy auditors Göran Neckmar and Johan Thuresson.
Available documents
Annual report documents containing proposal of dividend, will be available from 30 March 2005, at Stralfors AB’s head office in Ljungby. The Annual Report will be sent out to all shareholders who did not decline this possibility. The report will also be available on Stralfors homepage www.stralfors.com/ir from 30 March 2005.
Ljungby – March
The Board of Directors