| Minutes taken at the Annual General Meeting of AB Ångpanneföreningen (publ), Corporate ID No. 556120-6474, on Tuesday, 8 May 2007 at 17.00 in the Company's offices at Fleminggatan 7 in Stockholm |
Present:
Listed in Appendix 1, with number of shares, class of shares and number of votes for each person entitled to vote.
The Chairman of the Board, Carl-Erik Nyquist, opened the meeting and welcomed the shareholders.
§ 1
It was resolved to elect Martin Börresen LLB to chair the meeting. It was noted that the Chairman asked Charlotte Levin to take the minutes of the meeting.
§ 2
It was resolved to approve the list in Appendix 1 as the voting list for the meeting.
§ 3
It was resolved to approve the agenda issued today to the participants at the meeting, and which had previously been included in the notification of the Annual General Meeting.
§ 4
Tore Marken, representing Handelsbanken Fonder and Handelsbanken Liv, and Stig Pettersson were appointed to check the minutes of the meeting jointly with the Chairman for the meeting.
§ 5
It was noted that the notification of the meeting had been made through advertisements in the Swedish Official Gazette (Post- och Inrikes Tidningar) and in Dagens Industri on Wednesday 4 April 2007. The meeting found that it had been duly convened.
§ 6
The President/CEO, Jonas Wiström, reported on the Company's operation during financial year 2006. The Chairman of the Board, Carl-Erik Nyquist, reported on the work of the Board over the past year, and on the work and function of the Remuneration Committee and the Audit Committee. Shareholders were given the opportunity to put questions to the President/CEO and to the Chairman of the Board.
§ 7
The annual report, the auditors' report and the consolidated financial statements and the auditors' report for the Group were presented to the meeting.
§ 8
It was resolved
(a)
to adopt the annual report and consolidated financial statements, with the incorporated income statements and balance sheets, for the Parent Company and the Group in respect of financial year 2006;
(b)
to discharge the members of the Board and the President/CEO from liability for their administration of the Company's affairs during financial year 2006. It was noted that this resolution was passed unanimously, and that neither members of the Board who represented shares held by themselves or others, nor the President/CEO voted on this resolution.
It was noted that the appropriation of profits proposed by the Board and the President/CEO were presented along with the Board's motivation, after which it was resolved
(c)
that, in accordance with the proposal made by the Board and the President/CEO, and supported by the auditors, the profits at the disposal of the general meeting of a total of SEK 803,386,638 be appropriated so that SEK 48,833,925 be distributed to the shareholders, equivalent to SEK 3.00 per share, and that SEK 754,552,713 be carried forward. The record date for the dividend was determined as Friday 11 May 2007, and the meeting was informed that the dividend is expected to be distributed by VPC [the Swedish Securities Register Centre] on Wednesday 16 May 2007.
§ 9
The chairman of the Nomination Committee, Gunnar Svedberg, submitted a report on the work and conclusions of the Nomination Committee, other than its proposals relating to Directors, fees and the election of auditors. The new members of the Board, Patrik Enblad and Jon Risfelt, introduced themselves to the meeting.
It was resolved that, for the period until the close of the next Annual General Meeting, the Board shall consist of eight members elected by the Annual General Meeting, without deputies.
§ 10
It was resolved that fees payable to the Board for the period until the close of the next Annual General Meeting shall be SEK 1,250,000, of which SEK 350,000 shall be payable to the Chairman of the Board and SEK 150,000 to each of the other members of the Board who are not employees of the ÅF Group, and that fees of SEK 25,000 shall be payable for committee work to the respective members of the committees who are not employed within the ÅF Group, and that a fee of SEK 50,000 shall be payable to the Chairman of the Audit Committee. It was further resolved that fees to the auditors shall be payable in accordance with a separate account.
§ 11
The Chairman informed the meeting of the appointments in other companies held by the proposed members of the Board.
It was resolved that, in accordance with the proposals of the Nomination Committee, Ulf Dinkelspiel, Magnus Grill, Eva-Lotta Kraft, Peter Sandström, Helena Skåntorp and Lena Treschow Torell be re-elected, and Patrik Enblad and Jon Risfelt be elected as ordinary members of the Board for the period until the close of the next AGM. It was resolved to appoint Ulf Dinkelspiel Chairman of the Board.
The Chairman announced that Eva Lindén and Svante Karlsson will be the employee representatives on the Board, with Daniel Westman and Oskar Strid as deputies.
§ 12
It was resolved to appoint Ernst&Young AB, with Lars Träff as Senior Auditor, Marine Gesien as Auditor, and Thomas Forslund and Charlotte Dahlbeck as Deputy Auditors in the Company for a term of 4 years.
§ 13
It was resolved in accordance with the Board's report that, for the period until a new Nomination Committee is appointed under a mandate from the next shareholders meeting, the Nomination Committee shall consist of the Chairman of the Board along with one representative of each of the Company's three largest shareholders as at the end of the third quarter. The Nomination Committee shall elect a Chairman from the shareholder with the largest number of votes. Should a member of the Nomination Committee leave before the work of the Committee is complete, a replacement will, if it is deemed necessary, be appointed by the same shareholder who appointed the departing member or, if this shareholder is no longer one of the largest shareholders, by another shareholder who is one of the Company's largest shareholders. No fees shall be payable to members of the Nomination Committee. The composition of the Nomination Committee shall be announced in connection with the publication of the Company's interim report for the third quarter of 2007.
It was noted that Anna Jansson, representing Aktiespararna [the Swedish Shareholders' Association], believes that one of the members of the Nomination Committee should be independent of the group of main shareholders, and that, in future, the composition of the Nomination Committee should be announced directly to the Annual General Meeting and not in connection with the publication of the Company's interim report for the third quarter.
§ 14
It was resolved, in accordance with the Board's proposal, to adopt principles for the remuneration and other terms of employment for the Company's management team.
§ 15
It was unanimously resolved to authorise the Board, during the period until the next Annual General Meeting to decide on one or more occasions on a new issue of a total of 1,500,000 series B shares at market price in cash and/or with provisions on an issue in kind or set-off basis, or other conditions, and in doing so to deviate from the shareholders' preferential right in order to enable the Company, in the event of a corporate acquisition, to pay wholly or in part with the Company's shares and/or by the placement of issued shares with institutional investors against cash payment, with the cash funds used to finance all or part of the acquisition.
It was noted that Erik Sjöström, representing Skandia Liv, and Anna Jansson, representing Aktiespararna, believe that the cash issue should not be directed to financial institutions.
§ 16
Since there was no other business, the Chairman declared the Annual General Meeting closed. Subsequently, the departing Chairman of the Board, Carl-Erik Nyquist, was thanked for his work for and on behalf of the Company.
As above
___________________ Charlotte Levin
Checked by:
___________________________ Martin Börresen
___________________________ Tore Marken
___________________________ Stig Pettersson
Appendix 1
List of shareholders present at
AB Ångpanneföreningen (publ)'s
Annual General Meeting on Tuesday 8 May 2007