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PRESS RELEASE
Ahead of Cardo AB's annual general meeting
The annual general meeting will be held on Monday, April 11 2005 at 5 pm at
Slagthuset, Jörgen Kocksgatan 7A, Malmö, Sweden.
An agenda containing the matters that are proposed to be brought before the
general meeting is included in the official notice to attend the meeting, which
accompanies this press release and which will be published on March 4 in the
newspaper Post- och Inrikes Tidningar and on March 6 in the newspapers
Göteborgs-Posten, Svenska Dagbladet and Sydsvenska Dagbladet. The official
notice is also available at Cardo’s website, www.cardo.se
As will be seen from the notice, the board of directors recommends to the annual
general meeting both that a regular dividend of SEK 8.00 per share be declared
for the financial year 2004 and that the board be authorized to repurchase own
shares before the next annual general meeting in accordance with the detailed
terms set out in the notice.
Malmö, Sweden, March 4 2005
Cardo AB (publ)
For further information, please contact:
Christer Roskvist, Head of Public Relations, phone +46 40 35 04 25, 35 04 00
Cardo is an international engineering group and a leading supplier of high-quality products and
systems with a good aftermarket. Cardo holds strong positions in the markets for doors and pumps.
Cardo has subsidiaries in about 30 countries with the focal point resting in western Europe.
Cardo AB (publ). Org nr 556026-8517
Roskildevägen 1, Box 486, SE-201 24 Malmö
Tel +46 40-35 04 00. Fax +46 40-97 64 40. www.cardo.se
Annual General Meeting of Cardo AB
Cardo AB (publ) shareholders are herewith invited to attend the
Annual General Meeting at 5 pm on Monday, April 11 2005 at Slagthuset,
Jörgen Kocksgatan 7A, Malmö, Sweden.
Right to participate in meeting Shareholders who are represented by a proxy should send a power of attorney
together with the notice of intention to participate. Persons representing a legal
Shareholders wishing to participate in the Annual General Meeting must
entity must produce a copy of the registration certificate or similar instrument of
be entered in the register of shareholders maintained by VPC AB (Swedish central authority showing authorization to sign for the said entity.
securities depository and clearing organization) no later than Friday, April 1 2005 and
To be entitled to participate in the meeting, shareholders whose shares are nominee
advise the Company of their intention to attend the meeting either by letter addressed registered must have the shares temporarily registered in their own name at VPC AB.
to Cardo AB (publ), Box 486, SE-201 24 Malmö, Sweden, or by telephone on As such re-registration must be completed by Friday, April 1 2005 at the latest, the
+46 40 35 04 49, no later than 4 pm, Tuesday, April 5 2005. Notice of intention to nominee should be informed thereof well in advance of this date.
attend the meeting can also be given on Cardo’s website at www.cardo.se
Proposed agenda 9. Resolution on appropriation of the Company’s earnings according to the balance
sheet adopted and on the establishment of a record day.
1. Opening of the meeting.
10. Resolution on discharge from liability for the members of the Board of Directors
2. Election of a chairman to preside at the meeting.
and the President.
3. Preparation and approval of voting list.
11. Establishment of the number of Directors.
4. Approval of agenda.
12. Establishment of fees for the Board of Directors.
5. Election of two people to check the minutes.
13. Election of Board of Directors.
6. Question of whether the meeting has been properly convened.
14. Resolution on authorization of the Board of Directors to acquire shares in the
7. The President’s report and presentation of the Annual Report, the audit report, the Company.
consolidated financial statements and the audit report on the Group.
15. Proposed resolution of the Annual General Meeting to appoint an election
8. Resolution on adoption of the income statement and balance sheet as well as of committee.
the consolidated income statement and consolidated balance sheet, all as per
16. Closing of the meeting.
December 31 2004.
Dividend (item 9 on the agenda) 2005. Copies of the documents will be sent to shareholders that contact the
Company and give their address.
The Board of Directors proposes a regular dividend of SEK 8.00 per share for the
financial year 2004. The proposed record day is April 14 2005. Provided the meet-
ing resolves in accordance with the proposal, VPC AB expects to be able to distrib- Proposal for appointment of election committee
ute dividend on April 19 2005. (item 15 on the agenda)
Shareholders representing approximately 46 percent of the votes in the Company
Proposal for election of Directors and determination of fees for the propose that the Annual General Meeting resolve that in advance of each Annual
Directors (items 11 - 13 on the agenda) General Meeting an election committee be appointed consisting of the Chairman of
the Board of Directors and one representative of each of the Company’s three
The following has been proposed by Cardo’s nominations committee, consisting
largest shareholders on September 30 each year. The person representing the
of Fredrik Lundberg (chairman of Cardo’s board), L E Lundbergföretagen AB,
Company’s largest owner shall chair the election committee. If any owner declines
Kerstin Hessius, Third National Swedish Pension Fund and Marianne Nilsson,
to take part in the election committee or leaves the election committee before its
Robur funds, representing the three largest shareholders in the Company and
work has been completed, the right to appoint a new representative shall pass to
approximately 46 percent of the votes:
the next largest shareholder. Furthermore, if any of the three largest shareholders
The number of Directors is to be eight. has disposed of shares prior to December 31 of the year in question and is thereby
no longer one of the three largest shareholders, then this shareholder’s representa-
Re-election of the Directors Fredrik Lundberg, Lennart Nilsson, Tuve Johannesson,
tive on the election committee shall be dismissed by the chair of the election com-
Berthold Lindqvist, Carina Malmgren Heander, Bengt Pettersson, Anders Rydin and
mittee and the right to appoint a representative pass to the largest shareholder on
Kjell Svensson.
December 31 that has not appointed a representative on the election committee.
The fee to be paid to the Board is to be SEK 1,400,000 in all, to be divided among The duties of the election committee shall be to submit proposals to the Annual
the Directors as the Board resolves. General Meeting in respect of the election of members of the Board of Directors and
the determination of the Board fee, and, whenever applicable, the election of audit-
The proposal of the Board of Directors that the Board be authorized ors and the determination of auditors’ fees, and to otherwise carry out its duties in
accordance with relevant regulations.
to acquire shares in the Company (item 14 on the agenda)
The proposal of the Board of Directors involves authorizing the Board to acquire up
to so many own shares before the next Annual General Meeting that the Company’s
holding at no time exceeds 10 percent of all shares in the Company. Acquisition is Malmö in March 2005
to be made on the Stockholm Stock Exchange at the market price on the occasion of The Board of Directors
acquisition. The purpose of the repurchase is to give the Board the opportunity to CARDO AB (publ)
adjust the capital structure of the Company during the period until the next Annual
General Meeting. The validity of a resolution in accordance with the aforementioned
is conditional upon the support of shareholders with at least two thirds of both the
votes cast and of the shares represented at the meeting.
The Annual Report and audit report as well as the Board’s complete proposed reso-
lution under item 14 will be available at the Company as of Thursday, March 24 Box 486, SE-201 24 Malmö, Sweden, Tel +46 40 35 04 00. E-mail: info@cardo.se
