NOTICE OF ANNUAL GENERAL MEETING
Notice of attendance:
Shareholders wishing to participate and vote at the AGM should be entered in the register of shareholders kept by the Swedish Securities Register Centre (VPC) no later than 17 April 2003. They should also inform the Company of their intention to attend and the number of any assistants (max. 2) that they wish to accompany them by writing to Rottneros AB, Box 600, 194 26 Upplands Väsby, Sweden or by calling +46 (0)8 59 00 10 12 or faxing +46 (0)8 59 00 1001 no later than Thursday 24 April 2003.
In order to be entitled to attend the meeting shareholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name. Such registration, which normally takes several days, must be effected no later than Thursday 17 April 2003 and should therefore be requested from the trustee in good time before this date.
Shareholders represented by a proxy must issue this proxy with written authority. The notice of authority should be sent to the Company in good time prior to the AGM using the address given above. If the notice of authority is issued by a legal entity a certified copy of the registration certificate for the legal entity must be enclosed.
1) Election of chair of the meeting.
2) Establishment and approval of voting list.
3) Approval of agenda.
4) Election of two people to verify the minutes.
5) Examination of whether the meeting was properly convened.
6) Statement by the CEO.
7) Submission of the annual report and audit report as well as the consolidated accounts and consolidated audit report.
8) Resolution to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
9) Resolution on allocations in respect of the Company’s profit in accordance with the approved balance sheet and establishment of the record date for the dividend.
10) Resolution to discharge the members of the Board and the CEO from liability.
11) Establishment of fees to the Board and auditors.
12) Establishment of the number of Board members and deputy Board members.
13) Election of Board members and deputy Board members.
14) Election of auditors for 4 years.
15) Resolution on extension of the programme to acquire own shares
16) Any other business – (a) election of Nominating Committee and (b) establishment of Audit Committee
17) Closing of the meeting.
Motions with the following main content will be put before the AGM in respect of the following matters:
Item 9 The Board has proposed a dividend of SEK 0.30 per share.
5 May 2003 will be proposed as VPC’s formal record date for entitlement to dividend. If this motion is carried, dividends are expected to be paid out on 8 May 2003.
Item 11 Proposed by the Nominating Committee: fees to the Board of Directors of SEK 575,000 (previously SEK 650,000) to be distributed as decided by the Board, as well as fees to the auditors in accordance with invoice approved by the CEO.
Item 12 Proposed by the Nominating Committee: five regular members, no deputies.
Item 13 Proposed by the Nominating Committee: (regular members) re-election of Lars Blecko, Johan Holmgren, Lennart Nellbeck, Bengt Nordin and Robert Romlöv.
Item 14 Proposed by the Nominating Committee: election of auditors for the coming 4 years: election of Öhrlings PriceWaterhouseCoopers with authorised public accountant Ingvar Pramhäll as auditor in charge.
Item 15 The Board proposes that the AGM authorise the Board to resolve on one or more occasions in the period up to the next AGM to acquire a number of the Company’s own shares up to a level at which, following acquisition, the Company holds a maximum of ten percent of the total number of shares in the Company. The buy-back is to take place on the Stockholm exchange (Stockholmsbörsen) during 2003 and 2004, and at a price within the spread registered at the time, i.e. the interval between the highest buying rate and the lowest selling rate. The recommendations issued by the Industry and Commerce Stock Exchange Committee at the time in question shall be observed where applicable. The aim of the buy-back of own shares is primarily to adjust the Company’s capital structure to its capital requirements, and also where relevant to be able to transfer shares in conjunction with the funding of corporate acquisitions as well as other types of strategic investment.
The Board further proposes that the AGM authorise the Board to resolve to transfer shares in the Company on one or more occasions during the period up to the next AGM. The number of shares to be transferred shall be no higher than the number of shares held by the Company from time to time. In conjunction with acquisitions of companies or operations such transfer may take place without preferential rights for shareholders and at a price within the spread (see above) at the time of the decision on transfer. The recommendations issued by the Industry and Commerce Stock Exchange Committee at the time in question shall be observed where applicable. Payment for transferred shares may be made in cash or in kind or by offsetting the debt against the company, or on other terms. The reason for authorising the Board to depart from the preferential right of shareholders is to allow cost-effective funding of any future corporate acquisitions as well as other types of strategic investment.
Item 16 (a) Nominating Committee: re-election of Gunnar Schotte (Chairman) and Kjell Ohlsson, Vice President Arctic Paper AB (formerly Trebruk AB), giving these the right to supplement the committee with a third member if required.
(b) The Board has proposed that the AGM mandate the Board to appoint an Audit Committee, which it is proposed be a preparatory sub-committee of the Board.
Documents for the AGM:
The annual report and audit report for the 2002 financial year will be sent to shareholders via VPC in early April 2003. These documents will also be available from the Company from 9 April 2003 inclusive. The complete Board resolution described in item 15 above will be available at the Company (address and telephone as above) as well as on the Company’s website from 9 April 2003 at latest.
A tour of the mill at Rottneros is being arranged in conjunction with the AGM for those interested. If you wish to join the tour, please state this when registering for the AGM.
For other information please visit Rottneros’ website at www. rottneros.com
Upplands Väsby, March 2003
The Board of Directors