NOTICE OF ANNUAL GENERAL MEETING
Notice of attendance:
Shareholders wishing to participate in and vote at the AGM must be entered in the register of shareholders kept by VPC no later than 16 April 2004 and notify the Company of their intention to attend as well as the number of any assistants (max. 2) that they will be bringing. Notification shall be made by post to Rottneros AB, Box 600, 194 26 Upplands Väsby, Sweden; telephone on +46 (0)8 59 00 10 12; or fax on +46 (0)8 59 00 1001 no later than Wednesday 21 April 2004.
Shareholders whose holding is registered in the name of a trustee must, to be entitled to attend the AGM, temporarily re-register their shares in their own name. Such registration must have been completed by Friday 16 April 2004. Shareholders are advised to contact their trustees in good time before this date, as the process of re-registering shares normally takes several days.
Shareholders represented by a proxy must issue a power of attorney to the proxy. The power of attorney must be sent to the Company in good time prior to the AGM at the above address. If the shareholder is a legal entity, a certified copy of its registration certificate must be enclosed.
Proposed agenda:
1) Election of a chairman for the AGM.
2) Establishment and approval of the voting list.
3) Approval of the agenda.
4) Election of two people to check the minutes.
5) Examination of whether the AGM was properly convened.
6) Statement by the CEO.
7) Presentation 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 the allocation of the Company’s profit as stated in the approved balance sheet and establishment of the record date for the dividend.
10) Resolution to discharge the members of the Board and 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) Resolution on an extension of the share buyback programme.
15) Other business – (a) election of the Nominating Committee, (b) delegation to the Board of Directors of the authority to appoint the members of the Audit and Finance committees, (c) establishment of a Compensation Committee and delegation to the Board of Directors of the authority to appoint the members of the Compensation Committee.
16) Closing of the AGM.
Motions:
The shareholders will be asked to decide on motions relating to the following matters.
Item 6 The item “Statement by the CEO” will include a presentation of the work of the Audit and Finance committees.
Item 9 The Board has proposed a dividend of SEK 0.30 per share (unchanged).
30 April 2004 will be proposed as VPC’s formal record date for entitlement to dividend. If the motion is carried, dividends are expected to be paid out on 5 May 2004.
Item 11 The Nominating Committee proposes that fees of SEK 770,000 be paid to the Board of Directors (SEK 575,000) and distributed in accordance with a Board decision and that the auditors’ fees be based on the invoice approved by the CEO.
Item 12 The Nominating Committee’s proposal: six regular members, no deputies.
Item 13 The Nominating Committee’s proposal: (regular members) re-election of Lars Blecko, Johan Holmgren, Lennart Nellbeck and Bengt Nordin. The former Member of the Board Robert Romlöv is deceased. Election of Ingrid Lindquist and Johan Wetter.
Ingrid Lindquist, born 1957, is Managing Director of Öhmans Fonder AB. Trained as an economist, Ingrid has a long experience of the financial industry. She is also a member of the board of the Swedish Investment Fund Association.
Johan Wetter, born 1941, lawyer specialising in commercial law and partner of Vinge law firm. He is a member of the Board of the following organisations: The Elof Hansson Foundation, Elof Hansson AB (Deputy Board member), The IngaBritt and Elof Hansson Research Foundation (Chairman), The Wetter Family Foundation (Chairman), KSG i Surte AB (Chairman) and The Royal Bachelor’s Club (Deputy Board member).
Item 14 The Board proposes that the AGM authorise the Board to buy back, on one or several occasions during the period up to the next AGM, shares in the Company up to a maximum level of ten percent of the total number of shares. The shares shall be bought on the Stockholm Stock Exchange in the course of 2004 and 2005, at a price that is within the current spread, i.e. the highest bid price and lowest ask price at the time of purchase, and, where applicable, in observance of any relevant recommendations issued by the Swedish Industry and Commerce Stock Exchange Committee. The aim of the share buyback is primarily to adjust the Company’s capital structure to its capital requirements and, where required, enable the Company to sell shares for the funding of corporate acquisitions and other strategic investments.
The Board further proposes that the AGM authorise the Board to sell shares in the Company on one or several occasions during the period up to the next AGM. The number of shares sold may not exceed the number of shares held by the Company at the time of the sale. In connection with acquisitions such sales may be made without heed to the principle of preferential rights for existing shareholders. The price shall be within the spread (see above) at the time of the sale, and any relevant recommendations issued by the Industry and Commerce Stock Exchange Committee shall be observed. Payment may be made in cash or in kind or by offsetting a claim on the company or on other terms. The reason for the exemption from the principle of preferential rights for existing shareholders is to enable cost-effective funding of any future acquisitions and other strategic investments.
Item 15 (a) Nominating Committee: re-election of Gunnar Schotte (Chairman), Managing Director of Arctic Paper AB (formerly Trebruk AB), Tor Löfqvist and election of Bengt Nordin, Chairman of the Board.
(b) The Board has requested that the shareholders authorise the Board to appoint an Audit Committee and a Finance Committee, and proposes that these perform the role of drafting committees for the Board.
(c) The Swedish Shareholders’ Association has proposed that the shareholders of Rottneros authorise the company’s Board to establish a Compensation Committee. The Board supports the proposal and proposes that the committee perform the role of a drafting committee for the Board.
Documents to be presented at the AGM:
The annual report and audit report for the 2003 financial year will be sent to shareholders via VPC in early April 2004. These documents will also be available from the Company from 8 April 2004. The full text of the Board’s draft resolution on Item 14 above will be available from the Company (address and telephone as above) and on the Company’s website no later than 8 April 2004.
A tour of Rottneros Mill is being arranged in conjunction with the AGM. 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 2004
The Board of Directors