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Report from ÅF's Annual General Meeting, 23 April 2008

Published April 23, 2008
For further information:
 
Viktor Svensson, Director, Corporate Information             +46
(0)70-657 20 26
 
Approval of the accounts and dividend
 
The Annual General Meeting adopted the income statements and balance
sheets of the ÅF Group and the parent company, together with a
shareholders' dividend of SEK 6.50 per share (equivalent to a total
payout of SEK 110,079,015). The record day for the dividend will be
Monday, 28 April 2008. It is expected that payment will be made via
VPC (the Swedish Central Securities Depository) on Friday, 2 May
2008.
 
Election of the Directors of the Board, early termination of
appointment of Auditor and remuneration to the Directors of the Board
 
The Annual General Meeting resolved, in accordance with the proposal
made by the Nomination Committee, to appoint a Board of Directors
consisting of eight members without deputies. Ulf Dinkelspiel, Patrik
Enblad, Magnus Grill, Eva-Lotta Kraft, Jon Risfelt, Helena Skåntorp
and Lena Treschow Torell were re-elected and Tor Ericsson was elected
as Directors of the Board.  Ulf Dinkelspiel was re-elected Chairman
of the Board. Patrik Tillack has been appointed to represent ÅF
employees in the Board of Directors. Eva Lindén already represents
the ÅF employees in the Board of Directors with Oskar Strid and
Daniel Westman as deputies.
 
It was also resolved that the appointment of the Auditor Marine
Gesien and the Deputy Auditors Charlotte Dahlbeck and Tomas Forslund,
shall terminate prematurely. The appointment of Ernst & Young AB as
Auditor, with Lars Träff as main responsible auditor, shall continue
to apply during the remaining term of office ending at the close of
the Annual General Meeting 2011.
 
In accordance with the proposal made by the Nomination Committee, the
Annual General Meeting resolved that the remuneration to the Board of
Directors for the period up until the next Annual General Meeting
shall be in total SEK 1,450,000, with SEK 400,000 allocated to the
Chairman of the Board of Directors and with SEK 175,000 allocated to
each of the remaining Directors of the Board who hold no other
position of paid employment within the ÅF Group. For work within the
Audit Committee SEK 75,000 shall be allocated to the chairman and SEK
35,000 to each of the other members who does not hold any other
position of paid employment within the ÅF Group. For work within the
Remuneration Committee SEK 50,000 shall be allocated to the chairman
and SEK 35,000 to each of the other members who does not hold any
other position of paid employment within the ÅF Group. Further it was
resolved that the remuneration to the auditors shall be paid in
accordance with the terms of a separate agreement.
 
Amendment to the Articles of Association
 
The Annual General Meeting resolved to amend the Articles of
Associations meaning:

  * that the name of the Company shall be ÅF AB,
  * that the number of shares shall be at minimum 10 millions and
    maximum 40 millions, 
  * that the maximum number of  class A shares shall be 40 million
    and the maximum number of class B shares shall be 40 million, and
  * that the Annual General Meeting shall appoint one or two Auditors
    with not more than two Deputy Auditors.

Nomination Committee
 
The Annual General Meeting resolved that the Nomination Committee
shall, up to the time that a new Nomination Committee is appointed
following a mandate from the next general meeting of the Company,
consist of the Chairman of the Board of Directors together with one
representative from each of the three largest shareholders in theCompany at the end of the third quarter. The Nomination Committee
shall appoint the representative of the largest shareholder in terms
of voting rights to chair the committee. The names of the members of
the Nominations Committee shall be announced no later than in
conjunction with the publication of the Company's interim report for
the third quarter in 2008.
 
Performance Share Program 2008
 
The Annual General Meeting resolved on the implementation of
Performance Share Program 2008 including not more than in total
230,000 class B shares. The program is directed at up to 150 key
employees including the CEO.
 
The Annual General Meeting further resolved to authorise the Board of
Directors, for the period until the next Annual General Meeting, to
resolve on acquisitions of not more than 230,000 own shares of class
B to enable a hedge of cost and delivery associated with the
implementation of Performance Share Program 2008.
 
The Annual General Meeting resolved on transfers of all of the own
shares mentioned above to enable transfer of shares to employees
covered by Performance Share Program 2008, and resolved that not more
than 50,000 of the shares may be transferred on the OMX Nordic
Exchange Stockholm in order to cover certain payment, mainly social
security payment. 
 
Authorisation for the Board of Directors to acquire the Company's own
shares
 
The Annual General Meeting resolved to authorise the Board of
Directors to pass a resolution on acquiring on one or more occasions
for the period up until the next Annual General Meeting so many class
B shares that the Company's holding does not at any time exceed 10
per cent of the total number of shares in the Company. The
acquisition of shares shall take place on the OMX Nordic Exchange
Stockholm and may only occur against payment in cash and at a price
within the share price interval registered at that time, where share
price interval means the difference between the highest buying price
and lowest selling price. The purpose of the authorisation is that
the Board of Directors shall be given increased freedom to act and
the ability to continuously adapt the Company's capital structure and
thereby contribute to increased shareholder value.
 
Sale of shares in subsidiary
 
The Annual General Meeting resolved to approve the sale of 5 per cent
of the shares in the Russian subsidiary LLC AF-Enprima to the Finnish
company Infranova Oy, of which Oleg Yukhtenko, CEO of LLC AF-Enprima,
is the main owner. The sale is a part of ensuring increased
commitment of Oleg Yukhtenko as new CEO of LLC AF-Enprima.
 
Authorisation for the Board of Directors to resolve on a new share
issue
 
The Annual General Meeting resolved to authorise the Board of
Directors to issue on one or more occasions for the period up until
the next Annual General Meeting a maximum of 1,500,000 new class B
shares as an issue for cash at market price and/or on an "issue in
kind" basis or "set-off issue" basis, or with other conditions
attached and, by so doing, to disapply the the shareholders'
preferential rights. The purpose of the authorisation is to give the
Board of Directors the opportunity to pay all of or part of the
purchase price of new acquisitions in the form of shares in the
Company and/or to place the shares with institutional buyers as an
issue for cash, in order to raise liquid funds to finance all or part
of the acquisition.
 
Constituent meeting of the Board of Directors
 
At its first meeting immediately after the Annual General Meeting the
new Board of Directors elected Ulf Dinkelspiel as its Chairman. As
members of the Remuneration Committee the Board of Directors
appointed Magnus Grill, Lena Treschow Torell samt Ulf Dinkelspiel
(Chairman). Lena Treschow Torell was appointed Vice Chairman of the
Board of Directors. Furthermore the Board of Directors appointed
Helena Skåntorp (Chairman), Ulf Dinkelspiel and Eva-Lotta Kraft as
directors to serve on the Company's Audit Committee.
 
Corporate Information
AB Ångpanneföreningen
 
 
 
The ÅF Group is a leader in technical consulting, with expertise
founded on more than a century of experience. We offer highly
qualified services and solutions for industrial processes,
infrastructure projects and the development of products and IT
systems. We are also one of the leading names in testing and
inspection. Today the ÅF Group has 4 000 employees. Our base is in
Europe, but our business and our clients are found all over the
world.
 

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