NOTICE TO ATTEND THE AGM NOTICE TO ATTEND MEETING OF SHAREHOLDERS The shareholders of OM AB (publ) are hereby given notice to attend the Annual General Meeting of Shareholders to be held on Wednesday, March 19, 2003 at 17.30 CET at Berwaldhallen, Dag Hammarskjöldsväg 3, in Stockholm. REGISTRATION Shareholders who wish to participate in the Annual General Meeting must be registered in the shareholders’ register held by VPC AB (VPC), no later than Friday, March 7, 2003, and must communicate their intention to attend either by post to the Company at OM AB, 105 78 Stockholm, or by telephone at +46-8-405 6000, no later than 16.00 CET on Monday, March 17, 2003. This application shall show the shareholder’s name, personal identity number (social insurance number), address, telephone number and the number of assistants wishing to attend the meeting. Applications can also be made online at www.om.com. Instructions for online applications will be sent out to all shareholders. In order to facilitate entry to the General Meeting, all powers of attorney, certificates of registration and other documents of authorization must be received by the Company at the above address no later than Thursday, March 13, 2003. To be entitled to exercise their voting rights at the meeting, shareholders whose shares are nominee-registered through the notary department of a bank or with a private securities broker must temporarily register their shares with VPC in their own name. This re-registration must be completed no later than Friday, March 7, 2003. Accordingly, shareholders must notify the nominee of their requests for such registration in good time. Light refreshments will be served in the foyer of Berwaldhallen in conjunction with registration from 16.30 CET onwards. PROPOSED AGENDA 1. Opening of the Meeting. 2. Election of the Meeting Chairman. 3. Preparation and approval of the voting register. 4. Approval of the Agenda. 5. Election of one or two persons to verify the minutes. 6. Consideration of whether the Meeting has been duly convened. 7. Presentation of the annual report and auditors’ report and, where applicable, the consolidated financial statements and auditors’ report for the Group. 8. Resolutions 1. on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet; 2. on the discharge of liability of the Board of Directors and Chief Executive Officer; 3. on the appropriation of the Company’s profits or losses in accordance with the adopted balance sheet. 1. Establishment of the number of Board members and deputy Board members and, where applicable, auditors and deputy auditors to be elected by the Meeting. 2. Approval of fees to be paid to the Board of Directors and, where applicable, fees payable to the auditors. 3. Election of the Board of Directors and any deputy Board members and, where applicable, auditors and deputy auditors. 4. Any other business. 5. Closing of the Meeting. PROPOSED RESOLUTIONS Item 8 c) Proposed appropriation of profits and record day The Board of Directors proposes that SEK 1 per share be distributed to shareholders, amounting to SEK 84 041 118. The Board proposes that the record day for this dividend shall be Monday, March 24, 2003. If the Meeting votes in favor of these proposals the dividend payment is expected to be made by VPC on Thursday, March 27, 2003 to those persons registered in either the shareholders' register held by VPC, or in lists of pledge holders and others adjacent thereto. Item 9) Establishment of number of Board members The Nomination Committee proposes that the Meeting elect to appoint eight Board members and no deputy Board members. Furthermore, it has been proposed that the number of auditors and deputy auditors to be appointed remain unchanged at two auditors and two deputy auditors. Item 10) Proposed remuneration to the Board of Directors and auditors The Nomination Committee proposes that the following remuneration be paid to members of the Board: SEK 700 000 to the Chairman, SEK 300 000 to the Deputy Chairman if appointed and SEK 200 000 to each of the other members, an increase of SEK 50 000 compared to SEK 150 000 earlier. In addition, a total of SEK 125 000 will be paid to those members who are a part of the Auditing Committee and the Remuneration Committee, the distribution of which will be determined by the Board. Remuneration will not be paid to members who are employed within OM AB or its subsidiaries. Auditors’ fees will be paid in the usual manner against authorized invoices. Item 11) Proposed election of Board members, auditors and deputy auditors etc. The Nomination Committee proposes that the following persons be re-elected as Members of the Board: Gunnar Brock, Thomas Franzén, Adine Grate Axén, Per E. Larsson, Nils-Fredrik Nyblaeus, Bengt Rydén and Olof Stenhammar and that Bengt Halse be elected as a new Board member. Jan R. Carendi has declined re-election. It has also been proposed that Björn Fernström be re-elected as auditor and that Per Hedström be elected as deputy auditor. Stephan Tolstoy has announced that his function as auditor shall cease prematurely. It has been proposed that current deputy auditor, Peter Clemedtson, be elected as the new auditor to succeed Stephan Tolstoy and that Bo Hjalmarsson be elected as new deputy auditor after Peter Clemedtson. Stockholm, February 2003 The Board of Directors For further information or comments, please contact: Jakob Håkanson, VP Investor Relations, OM AB +46 8 405 60 42
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