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Proposal to the Annual General Meeting of AB Ångpanneföreningen to issue convertibles for which employees may subscribe

The main conditions proposed for the issue are as follows:

- The loan will amount to a ceiling of SEK 175 million and run from 6 July 2000, up to and including 20 June 2005. It may be converted to B shares with effect from 21 January 2004, up to and including 20 May 2005. The loan will attract an annual interest of 12 month's STIBOR less 2.70 percentage points.

- Subscriptions may be made during the period 17-30 May 2000. The settlement day is 6 July 2000.

- Each employee has the right to subscribe up to a ceiling of SEK 1,000,000. At current market conditions, all employees are guaranteed an option to subscribe for approximately SEK 50,000.

- The conversion rate is set at approximately [118] % of the average market value for the ÅF Group share during the period 17-23 May 2000. The dilution effect is estimated not to exceed a maximum of 10 percent of share capital and approximately 6.5 percent of the votes.