Welcome to the Annual General Meeting of shareholders in Gunnebo Industrier AB (publ)

Welcome to the Annual General Meeting of shareholders in Gunnebo Industrier AB
(publ)

Shareholders in Gunnebo Industrier AB (publ) are herewith notified that the
Annual General Meeting will be held at 5.00 p.m. on 8 May 2008 in Gunnebo
Industrier AB's Staff Canteen in Gunnebo.


There will be a factory visit at 3.00 p.m. (separate notification is required if
you wish to participate) and light refreshments will be served in the Staff
Canteen from 4.00 p.m.

Entitlement to participate in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting shall
- be registered in the register of shareholders maintained by VPC AB by Friday 2
May 2008, 
- notify Gunnebo Industrier of their intention by no later than 4.00 p.m. on
Friday 2 May 2008.

Email: 	bolagsstamma@gunneboindustries.com
Post: 	Gunnebo Industrier
	Årsstämman
	590 93 Gunnebo

Fax: 	+46 490 89 198
Phone: 	+46 490 89 224
Web: 	www.gunneboindustries.com


When notifying the company, please state your name, civil or company
registration number, address, number of shares, telephone (daytime) and, where
applicable, information about assistants (max, 2). Please also state if you wish
to participate in the factory visit.

Shareholders who will be represented by a proxy shall issue a power of attorney
to the proxy. If the power of attorney is issued by a juridical person a
verified copy of the certificate of registration or equivalent authorisation
document for the juridical person shall be attached. The power of attorney and
the certificate of registration/authorisation document shall not have been
issued earlier than one year before the date of the Meeting. The original of the
power of attorney and the certificate of registration/authorisation document
should be sent to Gunnebo Industrier AB well ahead of the Meeting at the above
address. 

Shareholders whose shares are registered in nominee names must have their shares
temporarily re-registered in their own names by VPC to be entitled to
participate in the Meeting. This re-registration procedure must be completed by
no later than Friday 2 May 2008. This means that shareholders must notify their
account operator of their wish well ahead of the date. This in turn means that
shareholders must inform their account operator well ahead of 2 May 2008. 

The company has 8,770,909 shares in issue, carrying the same number of votes.




Proposed agenda
1.	Election of chairman of Meeting
2.	Preparation and approval of voting list
3.	Approval of agenda
4.	Election of one or more persons to check and approve the minutes of the
Meeting
5.	Consideration of whether the Meeting has been duly convened
6.	Presentation of annual report and audit report and of the consolidated
financial statements at the audit report on the consolidated financial
statements for the 2007 financial year
7.	Address by President/CEO
8.	Decisions on:
	a) adoption of income statement and balance sheet and consolidated income
statement and consolidated balance sheet
	b) proposed treatment of the company's unappropriated earnings or humiliated
accumulated loss, as stated in the adopted balance sheet
	c) discharge of the members of the Board from liability for the financial year
9.	Decision on the fee for the Board and the auditors
10.	Decision of the number of Board members and deputy Board members 
11.	Election of Board members, the chairman of the Board, auditors and deputy
auditors or registered audit company
12.	Decision of rules for the Nomination Committee
13.	Decision on guidelines for remuneration and benefits of senior management
personnel
14.	Decision on stock options for key employees of the company
15.	Any other business
16.	Closure of the Meeting


Proposals for decision
Dividend (item 8 b)
The Board has proposed that a dividend of SEK 6.00 per share be paid. The Board
has proposed 13 May 2008 as the date of record for entitlement to dividend.
Provided the Meeting resolves in favour of the Board's proposal, it is expected
that the dividend will be distributed by VPC on 16 May 2008.

Chairman of Meeting, Chairman, auditors etc (items 1, 9, 10 and 11)
The company's nomination committee, which consists of Nil-Olov Jönsson
(Vätterledens Invest AB), Martin Svalstedt (Stena Adactum AB) and Joackim Spetz
(Handelsbanken Funds), and convened by Bjarne Holmqvist, chairman of the Board,
has submitted the following proposals:

Chairman of the Meeting: Bjarne Holmqvist.
It is proposed that the Board shall have six members and no deputy members.
Board members: re-election of Bjarne Holmqvst, Göran Danielsson, Mikael Jönsson,
Malin Alfredsson and Carl Gösta Ekström. Sten Langenius is not standing for
re-election. It is also proposed that Marianne Brismar be elected to the Board.
Chairman of the Board: re-election of Bjarne Holmqvist.

Marianne Brismar was born 1961. Her current positions include that of Special
Advisor to Toshio Aoki, Corporate Vice President at Nissan Motor. She was
president of Atlet Group 1995-2007, before which she held several senior
positions with the group. She is currently advisor to the present CEO of Atlet
Group. Marianne Brismar is a board member at Eco-Boråstapeter and
Ernströmgruppen, and has been nominated to the board of Semcon. She is a
graduate pharmacist from Uppsala University and has a BA in economics from the
School of Business, Economics and Law at Göteborg University.

Board fee: SEK 1,075,000, of which SEK 325,000 to the chairman, and SEK 150,000
to each of the other members elected by the AGM. It is also proposed that SEK
200,000 be provided for committee work to be allocated by the Board.

It is proposed that authorised public auditing company Öhrlings
PricewaterhouseCoopers AB be re-elected for a further term of four years (until
the end of the 2012 AGM). It is proposed that the audit fee be paid as per
contract.

Nomination Committee (item 12)
It is proposed that the Annual General Meeting, as it did before this Meeting,
authorise the chairman of the Board to convene a Nomination Committee consisting
of one representative from each of the three largest shareholders in the company
in terms of votes on the basis of the ownership situation on 30 September 2008.
The names of the Nomination Committee's members shall be announced in the
interim report for the January-September 2008 period. The mandate of the
Nomination Committee is to submit proposals for chairman of the Annual General
Meeting, members of the Board, and chairman of the Board to the Annual General
Meeting, and to propose the Board fee to be paid to the Board members elected by
the AGM.

The Nomination Committee shall remain in office until the next Nomination
Committee has been appointed. In the event that a member of the Nomination
Committee no longer represents one of the largest shareholders in the company or
resign, the other members of the Nomination Committee are entitled to appoint
another representative of the major shareholders to replace such a member.

Proposal for remuneration/benefit policy (item 13)
The Board proposes that the AGM adopt a remuneration/benefits policy for the
senior management personnel with the following broad content.

The fixed salaries of the senior management personnel shall be competitive and
based on each individual's area of responsibility and performance. In addition
the senior management personnel can receive variable remuneration; this shall be
paid as a monetary amount and shall not amount to more than 50% of the annual
salary. It will depend on each individual's achievement of quantitative and
qualitative targets. Over and above this use may be made of share-based
incentive schemes, as decided upon by the AGM. Senior management personnel are
also entitled to the normal non-monetary benefits such as company car and
company health service. Generally senior management personnel have statutory and
contractual pension benefits (ITP Plan). However, some senior management
personnel have defined premium pension agreements. In the case of management
personnel who are resident in Sweden, the period of notice on the part of the
company is 12 months and on the part of the individual six months. Severance pay
over and above salary paid during a period of notice shall amount to a maximum
of one year's salary.

Proposal for issue of stock options (item 14)
The Board proposes that the Meeting resolve in favour of introducing a stock
option scheme, series 2008/2011, covering to 40 senior management personnel in
the company and its subsidiaries (“the Group”) by the issue of stock options
entitling the owners to subscribe to new shares in the company (“Option
scheme”). 

The purpose of the Option scheme is to enable the company to retain key
individuals in the long term. By identifying the employees' interest with that
of the shareholders, the Board considers that it will maintain commitment and
further motivation thereby achieving long-term growth in value throughout the
company.

The Board's intention is for similar such option schemes to be set up each year,
provided that the Board considers that the scheme has turned out well. The
intention is that these annually recurring schemes should only be half as large
as this initial one. However, this is not a matter for decision by the 2008
Annual General Meeting. 

To be able to implement the Option scheme efficiently and flexibly, the Board
proposes that AGM decide to issue stock options to a wholly owned subsidiary,
Mora Lyft & Last AB (co.reg.no.556025-8625) (“the subsidiary”). These options
entitle the owner to subscribe to a total of 117,000 new shares in the company.
The subsidiary shall have the right and obligation dispose of the options in
such a way as to fulfil the commitments arising pursuant to the option scheme.

In accordance with the points stated below it is proposed that certain key
employees be invited to acquire stock options issued in this way at their market
price.

The Board proposes that the Annual General Meeting resolve in favour of issuing
a maximum of 117,000 stock options. These stock options shall entitle the owner
to subscribe to new shares in the company on the following conditions.

1. 	Only the subsidiary shall be entitled to subscribe to the stock options,
waiving shareholders' prior rights
2. 	Subscriptions to the stock options shall be noted on the subscription list
by no later than 15 May 2008; the Board shall be entitled to extend the
subscription period 
3. 	The stock options shall be issued to the subsidiary free of charge
4. 	Each stock option shall entitle the owner to subscribe to one (1) new share
in the company at a subscription price amounting to 120% of the average
volume-weighted transaction price of the shares between 19 May 2008 and 30 May
2008
5. 	The stock options may be exercised to subscribe to new shares in the company
between 1 August 2011 and 30 September 2011
6. 	Shares issued as a result of exercising the options during any given
financial year shall entitle the owner to dividend for the first time on the
first date of record for entitlement to dividend after the subscription process
was completed
7. 	The complete conditions for the issue of stock options will be held
available at the company and on its website by no later than two weeks before
the Meeting

The reason for waiving the shareholders' prior rights is, in addition to what is
stated above, that the company's ability to attract and retain highly qualified
employees has a decisive effect on the company's growth and future performance.
The Board therefore considers that it is to the benefit of the company and its
shareholders that key individuals are given the opportunity to share in the
long-term growth in the value of the company.

The Board also proposes that Meeting resolve in favour of giving its consent to
the subsidiary to transfer the stock options to employees within the Group in
accordance with the conditions and guidelines set out below and otherwise to
dispose of the options to fulfil the commitments arising out of the Options
scheme. 

The offer to acquire and allot stock options shall be made to key employees
within the Group. The offer to acquire and allot stock options shall be decided
upon by the Board in accordance with the conditions set out in the Board's
complete proposal.

Participation by employees in other countries than Sweden is conditional on such
participation being legally permitted and, in the view of the company,
practicable at reasonable administrative cost and financial input.

The key employees will be entitled to acquire the stock options at their market
value at the time of acquisition. According to a valuation made by Öhrlings
PricewaterhouseCoopers, the market value of each of the stock options amounted
to SEK 16.70 on 7 April 2008. The value has been computed using the standard
Black-Scholes valuation model on the basis of the share price on 7 April 2008. A
corresponding valuation will be made in connection with the allotment.

The Board shall have responsibility for working out the details of the stock
option scheme within the framework of the above broad outlines and conditions. 

The transfer of stock options at market price to employees of the Group is not
expected to give rise to any cost effect in the income statement. Nor will it
have a negative impact on the cash flow. It is therefore proposed that no
measures be taken to guarantee the option scheme.

The day-to-day cost of administering the scheme in the future is estimated at no
more than SEK 50,000 per year throughout the duration of the scheme.

The stock option scheme involves the issue of a maximum of 117,000 shares in the
company. Assuming that all the options that can be issued as a result of the
option scheme are used to subscribe to shares, the company's share capital will
increase by SEK 702,000 from SEK 52,625,454 to SEK 53,327,454. Based on the
company's existing share capital this corresponds to dilution of some 1.33% of
the number of shares and votes. A reservation is also made for such adjustments
as a consequence of the issue etc. that may be required in accordance with the
full set of conditions for the stock options. 

The stock options will only lead to dilution of earnings per share when the
average price of the underlying share during the period exceeds the exercise
price of the options. This means that the financial ratio earnings per share
after dilution will vary from time to time, depending on changes in the price of
the underlying shares.

The company at present has no outstanding share-based incentive schemes.

The proposal, which has been drawn up by the company's Remuneration Committee,
was adopted by the Board on 4 April 2008. Members of the Board will not be
entitled to participate in the stock option scheme. The president/CEO did not
take part in the discussions regarding this proposal. 

The Board proposes that the chairman be empowered to make such minor adjustments
to this decision as may turn out to be necessary in connection with the
registration of the issue with the Swedish Companies Register and VPC. 

The AGM's decision on the above proposal of the Board requires the support of
shareholders representing at least 9/10th of the votes cast as well as of the
votes represented at the Meeting.

Documentation
The annual report, the audit report and other relevant records regarding this
decision will be made available at the company's head office and on its website,
www.gunneboindustries.com, no later than two weeks before the Meeting; they said
documents will also be sent to those shareholders who so wish and who provide
their postal address.


Gunnebo, April 2008 

Board of directors

Gunnebo Industrier AB (publ)





Gunnebo Industrier AB is an international group of industrial companies with
operations in 15 countries and worldwide co-operations with around 50 major
distributors/agents. The group is engaged in the development, manufacture and
marketing of chain and lifting components, fastening systems for the building
industry, blocks/systems for heavy lifting, non-skid products and telescopic
ladders. The business is conducted through the Fastening, Lifting and Technical
Products (which comprises the business units Blocks, Telescopics and Traction
Systems) business areas. Gunnebo Industrier markets well-known products in
established market segments, and is market leader in each product and/or market
area. Annual sales amount to more than SEK 2 billion and the group has around
1,500 employees. For more information, see www.gunneboindustries.com.