STOCKHOLM, Sweden, March 08, 2004 (PRIMEZONE) -- The shareholders of Sapa AB (publ) are hereby invited to attend the Annual General Meeting on Thursday, April 15th, 2004, at 3 p.m. at IVAs Konferenscenter, Wallenbergsalen, Grev Turegatan 16, Stockholm. Registration will commence at 2 p.m. Light refreshments will be served before the meeting.
Notice of participation, etc.
Shareholders who wish to participate in the General Meeting must be registered as shareholders in the printout of the share register provided by VPC AB ("VPC") on Monday, April 5th, 2004, and notify the Company of their intention to participate in the General Meeting not later than 4 p.m. on Tuesday, April 13th, 2004.
Notice of participation should be given by mail to Sapa AB, Legal Department, Box 5505, SE-114 85 Stockholm, Sweden, or by telephone to +46-8-459 59 00, or by telefax to +46-8-459 59 50.
The shareholder's notice of participation in the General Meeting, shall include shareholder's name/corporate name, personal identity number/corporate registration number, name of proxy or assistant, telephone number and the address to which the admission card to the General Meeting shall be sent. Proxies, registration certificates and other documents of authorisation shall, in order to facilitate admission to the General Meeting, be with the Company at the above address not later than Tuesday, April 13th, 2004. The admission card to the General Meeting should be received by shareholders by Wednesday, April 14th, 2004.
How to be recorded in the share register The share register of the Company is maintained by VPC. The shares are recorded in the share register either in the owner's name or in the name of a trustee. In addition to notifying the Company as stated above, shareholders must ensure that the shares are registered in their own name on Monday, April 5th, 2004, in order to be eligible to participate in the General Meeting. To ensure that shares which are registered in the name of a trustee are re-registered in the shareholder's own name prior to this date, shareholders should request their trustees to effect a temporary voting-right registration via VPC in sufficient time prior to said date.
Meeting agenda
1. Opening of the General Meeting and election of chairman
to preside over the Meeting
2. Approval of the Agenda
3. Preparation and approval of the voting list
4. Election of two persons to check the minutes
5. Determination of whether the General Meeting has been
duly convened.
6. Presentations by the CEO and the Chairman
7. Presentation of the annual report and auditors' report
for the Parent Company and the Group
8. Approval of the income statements and balance sheets for the
Parent Company and the Consolidated Group
9. Adoption of the disposition to be made of the Company's profits
as shown in the balance sheet as adopted by the General
Meeting, and adoption of a record date for the right
to receive dividend
10. Decision regarding discharge from liability of the members of
the Board of Directors and the Managing Director
11. Decision regarding the number of members and deputy members of
the Board of Directors to be elected by the General Meeting
12. Determination of the remuneration to the Board
of Directors and the auditors
13. Election of members and deputy members of the Board of
Directors
14. Decision regarding authorisation of the Board of Directors to
decide on acquisitions and divestments of the company's
own shares
15. Miscellaneous matters
Proposals for resolutions
Shareholders representing more than 85 % of the voting rights in the Company have informed that they will support following proposals for resolutions.
Item 11 Eight members and no deputy member of the Board of Directors.
Item 12 The remuneration to members of the Board of Directors appointed by the General Meeting shall be SEK 1,760,000, to be divided according to the decision by the Board. Remuneration to the auditors shall be paid according to invoice.
Item 13 Per-Olof Eriksson has declined re-election to the Board of Directors. The re-election to the Board of Directors of Staffan Bohman, Anders Carlberg, Ole Enger, Lennart Evrell, Leif Gustafsson, Baard Haugen and Mats Qviberg, and the new election of Karin Aslaksen, director Human Resource in Elkem ASA.
Item 14 The Board of Directors proposes that the General Meeting authorises the Board to decide on purchase, on one or several occasions, of shares in the Company in a maximum number which, together with shares already held by the Company, does not exceed 10 per cent of the total number of shares outstanding in the Company. Purchase of shares may be made on a stock exchange. The purchase price for the shares shall be the market price prevailing on the date of purchase. The authorisation of the Board includes the possibility to decide to divest repurchased shares on terms corresponding for purchases, including the right to disregard any preferential rights of shareholders to acquire shares. Any sale of shares may be made on a stock exchange, or otherwise than via a marketplace, in which case payment may be made in a form other than with money. The purpose of acquisitions and divestments of the Company's own shares shall be to create added value for the Company's shareholders, for example, by using the Company's own shares as payment for acquisitions, hedging costs that may arise relating to the Company's incentive programmes or to optimise the capital structure of the Company.
Dividend, etc
The Board of Directors proposes to the General Meeting that it approves a dividend of SEK 6:25 per share. Tuesday, April 20th, 2004 is proposed as the record date for which shareholders are entitled to receive dividend. Subject to approval hereof by the Annual General Meeting, the dividend will be distributed by VPC on Friday, April 23rd 2004.
Stockholm in March 2004 Sapa AB (publ) The Board of Directors
Sapa is an international industrial group, which develops and markets value-added aluminium profiles, profile-based components and systems, and heat exchanger strip in aluminium. Sapa will in 2003 have a turnover of approximately 12 billion SEK, with 7,800 employees all over Europe and in USA and China. Sapa is one of Europe's leading companies within its field and the customers are found in the transport, building, engineering and telecom industries. Sapa is listed on the O-list of Stockholmsborsen.
Further information about Sapa can be found on our web site www.sapagroup.com
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