STOCKHOLM, Sweden, March 19, 2004 (PRIMEZONE) -- Shareholders of SKANDIA INSURANCE COMPANY LTD (publ) are hereby summoned to the Annual General Meeting to be held on Thursday, 15 April 2004, at 4.30 p.m. (Swedish time). Location: Globe Arena, Annex, Arenatorget, Entrance 2, Stockholm, Sweden.
NOTIFICATION OF ATTENDANCE, ETC.
Shareholders intending to attend the Annual General Meeting must
-- be recorded as shareholders in the Shareholder Register maintained by
the Swedish Securities Register Centre (VPC AB) as per Monday, 5 April
2004, and must
-- notify Skandia of their intention to attend the Meeting not later
than 4.30 p.m. (Swedish time) on Tuesday, 13 April 2004. Notification
of intent to attend the Meeting shall be made in writing to Skandia,
Corporate Law, "AGM", SE-103 50 Stockholm, Sweden, by telephone Int.
+46-8-788 25 99 or +46-8-788 30 68, by fax Int. +46-8-788 15 50,
or via the Internet at http://www.skandia.com/agm. Please note that
if voting by proxy, power of attorney must be submitted to the
Company in original and may not be sent by fax or via the Internet.
Information provided to the Company will be used only in connection
with the Annual General Meeting.
Shareholders whose shares are held in trust by a bank or private broker must temporarily register their shares in their own names in the Shareholder Register to be able to attend the Annual General Meeting. Such registration must be completed not later than Monday, 5 April 2004. Shareholders are advised to notify the trustee well in advance of 5 April of their request to have their shares re-registered.
INTERPRETATION OF THE PROCEEDINGS INTO ENGLISH
For the convenience of non-Swedish speaking shareholders, the proceedings of the Annual General Meeting will be simultaneously interpreted into English, if so requested in connection with notification of attendance to the Annual General Meeting.
AGENDA AND PROPOSED DECISIONS
1. Opening of the Meeting
2. Election of a chairman to preside over the Meeting
Nominating Committee Recommendation: Mr. Claes Beyer, Attorney at Law.
3. Setting of the agenda
4. Election of a person to check and sign the minutes together with the
chairman
5. Verification of the voting list
6. Decision as to whether the Meeting has been properly called
7. Presentation of the Annual Report and the Consolidated Accounts for
2003
In connection therewith, a presentation of the work of the Board of
Directors, and the work and duties of the Compensation Committee
and the Audit Committee.
8. Address by Mr. Hans-Erik Andersson, CEO of Skandia
9. Presentation of the Audit Report and the Consolidated Audit Report
for 2003
10. Approval of the Profit and Loss Account and Balance Sheet
and the Consolidated Profit and Loss Account and Consolidated Balance
Sheet for 2003
11. Decision on appropriation of the Company's profits in
accordance with the adopted Balance Sheet, and determination of the
record date for payment of a dividend
12. Decision as to whether to discharge the Directors and the
President from liability for their administration during the 2003
financial year
13. Decision on Directors' fees
14. Decision on the number of Directors to be elected by the Meeting
15. Election of Directors
16. Decision on Auditors' fees
Nominating Committee Recommendation: Reasonable amount as invoiced.
17. Election of Auditors
Nominating Committee Recommendation: New election of Mr. Goran
Engquist and Mr. Svante Forsberg, both Authorized Public
Accountants at Deloitte & Touche AB.
18. Election of Alternate Auditors
Nominating Committee Recommendation: New election of Mr. Gunnar
Abrahamson and Mr. Hans Stenberg, both Authorized Public Accountants
at Deloitte & Touche AB.
19. Decision on Nominating Committee and its remuneration
Board of Directors' Recommendation: The Nominating Committee shall
consist of five members appointed as follows:
-- one representative for each of the four largest known
shareholders of the Company that wish to participate in the
Committee's work, to be appointed by the respective
shareholders, and
-- one representative for the small and medium-sized shareholders
of the Company, to be appointed by the Skandia Shareholders'
Association or a similar organization.
The Chairman of the Board of the Company shall be co-opted to the Committee and be responsible for calling the Committee, after which the Committee members shall appoint a Committee chairman among themselves. The representatives of the largest shareholders shall be appointed based on the ownership structure of the Company at the end of the third quarter of the financial year. When determining which shareholders are the largest shareholders, the number of shares owned by closely related parties to such shareholders shall also be counted. The representative of the small and medium-sized shareholders shall be appointed at the same time. The persons appointed to the Nominating Committee shall be indicated in the Company's third-quarter interim report. The mandate for the members of the Nominating Committee shall be for the period until the announcement of the next year's third-quarter interim report. If the shareholding is materially changed and this results in a situation where the composition of the Committee deviates from the aforementioned principles, then the relevant Committee member shall resign and be replaced with another person, in which case regard shall be paid to the principles set out above.
The Nominating Committee shall prepare and submit to the General Meeting
recommendations concerning:
1. election of a person to serve as chairman of the General Meeting;
2. Directors' fees;
3. the number of Directors to be elected by the General Meeting;
4. election of Directors;
5. Auditors' fees; and
6. election of Auditors.
Swedish Shareholders' Association Recommendation: The Nominating
Committee should consist of three to five persons independent from the
Company, elected by the General Meeting and representing the owners of
the Company. The Committee should include a representative of the minor
shareholders.
20. Decision to amend the Articles of Association
Board of Directors' Recommendation: that Article 6, Article 10, first
paragraph, and Article 13, second paragraph, of the Articles of
Association be amended, entailing
that the term of office for Directors elected by the General
Meeting shall be one year instead of two years,
that one Director with the special duty to safeguard the interests
of the policyholders, to the extent such Director shall be
appointed pursuant to law, is appointed by the Swedish Financial
Supervisory Authority instead of two such Directors appointed by
the Stockholm Chamber of Commerce and the Swedish Consumer Agency
respectively, and
that one or two auditors, instead of two auditors, shall be
appointed by the General Meeting, that alternate auditors are
not mandatory for the General Meeting to elect, and that it
is clarified that a chartered accounting firm may be appointed
as auditor.
In addition, certain editorial changes and consequential amendments
are proposed.
The full recommendation concerning the amendment of the Articles of
Association will be sent to all directly registered shareholders.
It is also available upon request from Skandia, Corporate Law,
SE-103 50 Stockholm, Sweden, telephone Int. +46-8-788 25 99 or
+46-8-788 30 68, or fax Int. +46-8-788 15 50.
21. Agenda items submitted by shareholders
21.1 Agenda item submitted by Mr. Bjorn Soderstrom, Stocksund,
Sweden: Proposal on assigning the Board with the responsibility of
enrolling all policyholders of Skandia as members of Sveriges
Forsakringssparares Riksorganisation (the "Swedish Insurance Savings
Policyholders' Association"), and paying the costs for such
memberships through an addition to the management expenses on
the insurance policies.
21.2 Agenda items submitted by Mr. Einar Hellbom, Jarfalla,
Sweden: Proposals that
1. no secret agreements may be made with Directors, but that
everything, even decisions made through arbitration, shall
be available to the shareholders;
2. if agreements have been made prior to the Annual General
Meeting, such agreements shall be cancelled with respect to
confidentiality clauses; and
3. the previous investigation of Skandia needs to be complemented,
especially with respect to Mr. Bengt Braun's and Mr. Lars
Ramqvist's liability. A new investigation should therefore
review the affair historically and up to the 2004 Annual
General Meeting.
Documents sent in from shareholders who have submitted the
above matters are available for inspection at Skandia,
Corporate Law, Sveavagen 44, Stockholm, Sweden.
22. Closing of the Annual General Meeting
RECOMMENDATIONS ON DIRECTORS, ETC.
The Nominating Committee's recommendations concerning items 13, 14 and 15 will be announced in a separate press release.
DIVIDEND
The Board of Directors recommends that a dividend of SEK 0.30 per share be paid to the shareholders, and that the record date for payment of the dividend shall be 20 April 2004. If this recommendation is adopted, dividends are expected to be distributed from VPC AB on 23 April 2004.
ANNUAL REPORT
The 2003 Annual Report is available upon request from Skandia, SE-103 50 Stockholm, Sweden, telephone Int. +46-8-788 10 00, fax Int. +46-8-788 28 38. It can also be downloaded from the website http://www.skandia.com.
SWEDISH-SPEAKING SHAREHOLDERS
This summons to attend the Annual General Meeting of Skandia Insurance Company Ltd (publ) can also be obtained in Swedish from Skandia, Corporate Law, SE-103 50 Stockholm, Sweden, telephone Int. +46-8-788 25 99 or +46-8-788 30 68, or fax Int. +46-8-788 15 50. It can also be downloaded from Skandia's website http://www.skandia.com/stamma.
A welcome is extended to the shareholders to attend the Annual General Meeting.
Stockholm, March 2004
The Board of Directors
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