STOCKHOLM, Sweden, March 12, 2003 (PRIMEZONE) -- The shareholders of Sapa AB (Other OTC:SPKKF) are hereby invited to attend the Annual General Meeting on Friday, April 11, 2003, at 2 p.m. at Roda Kvarn, Biblioteksgatan 5, Stockholm. Registration will commence at 1 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 Tuesday, April 1, 2003, and notify the Company of their intention to participate in the General Meeting not later than 4 p.m. on Monday, April 7th, 2003. 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 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 Monday, April 7th, 2003. The admission card to the General Meeting should be received by shareholders by Wednesday, April 9th, 2003.
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 Tuesday, April 1, 2003, 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. Presentation by the CEO
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 Group
9. Adoption of the disposition to be made of the Company's profits as shown in the balance sheet adopted by the General Meeting, and adoption of a record date for the dividend
10.Decision regarding the 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 the members and deputy members of the Board of Directors
14.Decision regarding authorisation of the Board of Directors to decide on acquisitions and divestments by the company of the company's own shares
15.Miscellaneous matters
Proposals for resolutions
Shareholders representing more than 50% 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 those members of the Board of Directors which are appointed by the General Meeting shall be 1,600,000 SEK, to be divided according to the decision by the Board. Remuneration to the auditors shall paid according to invoice.
Item 13
The re-election of Per-Olof Eriksson, Staffan Bohman, Anders Carlberg, Ole Enger, Lennart Evrell, Leif Gustafsson, and Mats Qviberg as members of the Board of Directors, and the new election of Baard Haugen, director Strategy and Development in Elkem ASA, as member of the Board of Directors. Arne Karlsson has declined re-election as member of the Board of Directors.
Item 14
The Board of Directors proposes that the General Meeting authorises the Board, during the period up to the next Annual General Meeting, to decide on purchase, on one or several occasions, of shares in the Company in a maximum number which does not exceed 10 per cent of the total number of shares outstanding in the Company. Repurchases of shares may be made on a stock exchange. The purchase price of 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 the 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 money. The aim of this proposal is to provide the Board the opportunity to create added value for the Group's shareholders, for example, by using the Group's own shares as payment for acquisitions, hedging costs that may arise relating to the Group's incentive programmes or by continuously adapting the Group's capital structure to prevailing capital requirements.
Dividend, etc
The Board of Directors proposes to the General Meeting that it approves a dividend of SEK 5.50 per share. Wednesday, April 16th, 2003 is proposed as the record date for which shareholders are entitled to receive dividend. Subject to approval hereof by the General Meeting, the dividend will be distributed by VPC on Wednesday, April 23th, 2003.
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 has an annual turnover of approximately 11 billion SEK, with 6,500 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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The following files are available for download:
http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00580/wkr0001.doc
http://www.waymaker.net/bitonline/2003/03/12/20030312BIT00580/wkr0002.pdf