STOCKHOLM, Sweden, March 29, 2005 (PRIMEZONE) -- In accordance with the listing agreement with Stockholmsborsen AB (the Stockholm Stock Exchange), Boliden AB hereby also announces, by issuing a press release, the content of the notice concerning Boliden's Annual General Meeting on April 27, 2005.
Attachment: Notice of Boliden's Annual General Meeting 2005.
For further information, please contact: Ulf Soderstrom, Senior VP Group Communications, telephone +46 8 610 15 57, +46 70 618 95 95
This document is an in-house translation of the Swedish summons to the Annual General Meeting. In case of discrepancies between this document and the Swedish original, the Swedish language version shall prevail.
General Meeting in Boliden AB
The shareholders of Boliden AB are summoned to the Annual General Meeting to be held on Wednesday 27 April 2005 at 3.00 p.m. (CET) at Expolaris Kongresscenter, Kanalgatan 73--75, Skelleftea, Sweden. Registration of shareholders will start at 2.00 p.m. (CET).
Notice of participation
Shareholders who wish to participate in the General Meeting must be registered in the company's share register kept by VPC AB (the Swedish Central Securities Depository) on Friday 15 April 2005 (se below regarding re-registration of nominee-registered shares) and must give notice of participation to the company either by
-- mail to Boliden AB, Koncernstab Juridik, P.O. Box 44, SE-101 20
Stockholm, Sweden;
-- telephone +46 8 32 94 29 weekdays between 9.00--11.30 a.m. and
1.30--4.00 p.m. (CET);
-- fax +46 8 30 95 36; or
-- via Boliden's website www.boliden.se.
The notice of participation must be placed at the company's disposal not later than 4 p.m. (CET) on Thursday 21 April 2005. The notice of participation will be confirmed by an entrance-card, which should be presented in connection with the registration at the General Meeting.
When giving notice of participation, shareholders shall state their name, identification or registration number, address and telephone number as well as the number attending assistants. Shareholders represented by proxy must issue a power of attorney. If a legal person issues a power of attorney, a certified copy of a certificate of registration for the legal person should be enclosed. The power of attorney and the certificate of registration must not be older than one year. The information provided will be used only for the purpose of the General Meeting.
In order to facilitate registration at the General Meeting, powers of attorney, certificates of registration and other documents of authority should be sent to the company at the address above well in advance of the day of the General Meeting.
Shareholders whose shares are nominee-registered must no later than 15 April 2005 temporarily be entered into the register kept by VPC in their own name, in order to be entitled to participate in the General Meeting. Request for such re-registration must be submitted to the nominee well in advance of 15 April 2005.
Agenda
1.Opening of the Meeting
2.Election of chairman of the Meeting
3.Preparation and approval of the voting list
4.Approval of the agenda
5.Determination as to whether the Meeting has been duly convened
6.Election of one or two persons to verify the minutes
7.Presentation of the annual report and the auditor's report and
the consolidated accounts and the auditor's report on the
consolidated accounts
8.Presentation of the board of directors' work, the nomination
procedure and the work in the remuneration committee
9.Speech by the managing director and questions from the
shareholders (if any)
10.Presentation of the audit work during 2004
11.Resolutions regarding:
a)adoption of the profit and loss statement and the balance sheet
and the consolidated profit and loss statement and the
consolidated balance sheet
b)appropriation of the company's result as set out in the
adopted balance sheet
c)discharge from liability for the members of the board of
directors and the managing director
12.Determination of the number of members and deputy members of the
board of directors and number of auditors and deputy auditors
13.Determination of the fees to the board of directors
14.Election of members of the board of directors and chairman of
the board of directors
15.Election of auditors
16.Determination of the fees to the auditors
17.Determination of the principles for appointment of members of
the nomination committee
18.Closing of the Meeting
Resolution proposals Item 11 b: The board of directors proposes that the parent company's disposable profits should be carried forward.
Item 2 and 12-17: Representatives of shareholders representing approximately 26 percent of the aggregate number of votes in the company have prepared proposals in respect of the below agenda items and have declared that they will support the following proposals:
that Lorentz Andersson shall be elected as chairman of the General Meeting.
that the number of board members elected by the General Meeting shall be seven and that there shall be no deputy board members elected by the General Meeting and that the number of auditors shall be two with two deputy auditors.
that the fees to the board of directors shall be SEK 2 125 000 to be distributed with SEK 625 000 to the chairman of the board of directors and SEK 250 000 to each of the members of the board of directors that are not employed in the company.
that Carl Bennet, Marie Berglund, Satu Huber, Jan Johansson, Christoffer Taxell and Risto Virrankoski shall be re-elected as members of the board of directors.
that Leif Ronnback shall be elected as new member of the board of directors. Leif Ronnback, who is born in 1945, is director, Business Development, in LKAB and chairman of SveMin (Swedish Association of Mines, Mineral and Metal Producers).
that Risto Virrankoski shall be elected chairman of the board of directors.
that the ordinary auditors Hans Pihl and Bjorn Sundkvist, Deloitte & Touche AB, shall be re-elected, for a term of office of four years and that Jan-Hugo Nihlen and Richard Peters, Deloitte & Touche AB, shall be elected as deputy auditors for the same period.
that the fees to the auditors shall be paid according to invoicing.
that the company shall have a nomination committee consisting of representatives of the four largest shareholders and the chairman of the board of directors, who shall also be the convenor. The member who represents the largest shareholder shall be appointed as chairman of the nomination committee, if the members do not decide otherwise. The composition of the nomination committee shall be announced six months before the annual general meeting 2006 and be based on the known number of votes immediately prior to the announcement. The nomination committee's mandate extends up to the election of a new nomination committee.
that if a member resigns from the nomination committee before its assignment is completed, a stand-in member shall, if deemed appropriate, be appointed representing the same shareholder or, if such shareholder is no longer among the four largest shareholders, the shareholder that is next in size. Changes relating to the composition of the nomination committee shall be announced as soon as the change has taken place.
that the assignment of the nomination committee shall include the preparation of proposals in respect of:
-- chairman of the general meeting
-- number of members and deputy members of the board of directors
-- members and potential deputy members of the board of directors
and chairman of the board of directors
-- fees to the board of directors including an appropriation
between the chairman and other board members
-- fees (if any) for work in committees
-- fees to the company's auditors
-- principles for the appointment of the nomination committee; and
that the company shall stand for reasonable costs which are reasonably associated with the assignment of the nomination committee.
Other A buffet will be served after the General Meeting.
The annual report and the auditors' report will be available at the company's office and at the company's website as from 13 April 2005. These documents will be sent to shareholders that so request and who inform the company of their postal address.
Stockholm, Sweden, March 2005
Boliden AB (publ) The Board of Directors
Boliden is one of the leading mining and smelting companies in the world with operations in Sweden, Finland, Norway and Ireland. Boliden's main products are copper, zinc, lead, gold and silver. Exploration and Recycling of Base Metals are also important within the company. The number of employees is approximately 4,500 and the turnover amounts to approximately EUR 2 billion annually. The Boliden share is quoted on the Stockholm Stock Exchange in Sweden as well as on the Toronto Stock Exchange in Canada.
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