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                         Procuritas’ and INSEAD’s
                5        Seminar on Active Ownership
                         in Public and Private Equity Markets

                         Thursday, February 1, 2001 at 13.00 - 18.00
          Druvan Konferens (Armémuseum) • Artillerigatan 13 • Stockholm, Sweden
                      Tel. +46 8 545 808 18 • Fax +46 8 545 808 19

Procuritas’ and INSEAD’s yearly seminar on active ownership in the public and private equity
markets has become a highly appreciated event in the financial sector in Scandinavia. Several high-
profile industry participants have contributed valuably over the years. Once again, it is our pleasure
to invite you to attend the fifth consecutive afternoon seminar on current issues in active
ownership, which will take place at Armémuseum in Stockholm (see registration form for details).
Over the last few years, Procuritas and INSEAD have formed a venue for discussing the concept
of active ownership from a broad perspective. Our aim is to bring together prominent speakers and
an audience involved with corporate governance on a daily basis, in order to encourage a debate on
active ownership. This year’s conference will pay special attention to hot topics such as:

•   privatization of telecom and other state-owned assets;
•   managerial compensation and its impact on corporate performance;
•   the pros and cons of shareholder value maximization;
•   media’s and financial analysts’ role in the business landscape and their implication on how
    companies are run.
We are proud to present a wide range of speakers from both the corporate and the public spheres,
Mr. Tormod Hermansen               CEO                        Telenor
Mr. Fares Boulos                   Executive in Residence     INSEAD
Mr. Björn Elmbrant                 Writer and Journalist      Sveriges Radio
Ms. Caroline Sundevall             Journalist                 Finanstidningen
Mr. Sigfrid Leijonhufvud           Journalist                 Svenska Dagbladet
Mr. Mats Andersson                 Analyst                    Deutsche Bank
                          Enclosed please find the program for the event.
The conference will be conducted in Swedish with simultaneous interpretation in English.
           We look forward to seeing you on February 1, 2001 at the Armémuseum.
                    Please respond to Procuritas Partners by returning
               the enclosed registration form no later than January 12, 2001.
                                           Yours sincerely,

                     Philippe Haspeslagh                      Hans Karlander
                     Professor                                Managing Partner
                     INSEAD                                   Procuritas Partners KB
                                                  O RGANISERS

Procuritas Partners                                            INSEAD
Procuritas was established in 1986 and is specialised in       INSEAD, located in Fontainebleau, France, is the largest
initiating, structuring, and financing Scandinavian            business school in Europe and rated as one of the best in
buyouts and investing in private equity and equity-related     the world by Financial Times in 2000. It is one of the few
securities. Procuritas arranged the two first buyouts of       business schools that are genuinely international,
listed companies, and has been a leading actor in              maintaining a pioneering role in a range of trans-national
Scandinavia for more than 13 years with offices in             and cross-cultural issues applicable to management.
Stockholm and Copenhagen.                                      INSEAD offers an extensive executive development
                                                               programme with over five thousand participants repre-
Procuritas Partners is adviser to two private equity funds.    senting over seventy countries, a ten-month MBA
                                                               programme, as well as PhD and Research Development
The private equity fund, Procuritas MBO Invest                 Programmes. The Institute’s faculty consists of over
Consortium (PMIC), was established with a total                eighty full-time professors and fifty visiting professors.
committed capital of SEK 254 million and was one of the
first funds with the sole objective of investing in            INSEAD’s research programme on Corporate
Scandinavian buyouts. After its final closing in March         Governance is one of many research programmes the
1991, seven companies have been acquired. Procuritas           Institute has initiated. Among its projects are:
has worked in close co-operation with the management
of those companies to develop and implement successful         •   "Adopting the global (Anglo-Saxon) standard or
operational and financial strategies to improve their              seeking a third way: a comparison of changing
intrinsic value.                                                   governance and management practice in Japan and
                                                                   Continental Europe", Professors Haspeslagh and
Since its inception in 1990, PMIC has so far generated a           Noda, sponsored by KEIZAI DOYUKAI and the
return of MSEK 1054 on an invested capital of MSEK                 Japan-European Roundtable.
122 translating, into an annual compounded return to
PMIC exceeding 100%.                                           •   "Corporate Governance, Innovation and Economic
                                                                   Performance", a collaborative research project by
The second fund, Procuritas Capital Partners II (PCPII),           Professors Lazonick and O'Sullivan, sponsored by
was launched in 1997 and has a committed capital close             DG XII.
to MSEK 1,000. The fund has during its three years of
operation invested in five Scandinavian companies:             To ensure that INSEAD’s goals and strategies are well-
CityMail Sweden AB, the Nordic Specialist Group, Sandå         directed and implemented, the Institute has four advising
Projekt AB, Bravida ASA and Axenti A/S.                        bodies: The Board of Directors, The International
                                                               Council, the Advisory Committee on Management
More than twenty institutional investors participate in        Education (ACME), and the INSEAD Alumni Associa-
PCPII, among them Wasa/Länsförsäkringar, Nord-                 tion.
bankens Pensionsstiftelse, the Finnish insurance groups
Pohjola and Sampo, the Norwegian corporations Statoil          The INSEAD Swedish Council, which forms a part of
and Norsk Hydro and international investors such as the        the INSEAD International Council, acts as a special
US telephone company Bell Atlantic, Industrial Bank of         channel of communication between the Swedish
Japan and the State of Kuwait.                                 corporate sector and the Institute. The Council promotes
                                                               the profile of INSEAD in Sweden, counsels and supports
Procuritas is a tool for institutional investors who believe   the Institute, and enhances INSEAD’s financial
that active ownership is a prerequisite for good returns.      development through support from corporations,
                                                               individuals, and foundations.
   For more information, please visit our website                  For more information, please visit our website
                                                             P ROGRAMME
                   Procuritas and INSEAD's 5 t h Seminar on Active Ownership
                                                 Thursday, February 1, 2001 at 13.00-18.00
                                         Druvan Konferens (Armémuseum) ! Artillerigatan 13 ! Stockholm, Sweden
                                                      Tel. +46 8 545 808 18 ! Fax +46 8 545 808 19

13.00 Registration and Coffee                                                         It has also led to companies serving their customers extremely
                                                                                      well, providing their employees with an excititng place to work,
13.30 Private Equity Market Developments                                              and to companies developing superior supplier relationships.
      The turbulent year in the public financial markets has had                      Mr. Boulos will also address how some companies incorrectly
      several implications for the private equity market. As an                       say that they focus on shareholder value, but with their actions,
      introduction to today’s conference, Mr. Karlander will reflect                  give the practice a bad name.
      on current trends in the private equity industry.                               Mr. Fares Boulos
      Mr. Hans Karlander                                                              Executive in Residence
      Managing Partner                                                                INSEAD
      Procuritas Partners                                                    16.20 A Discussion on the Concept of Shareholder Value
13.45 Privatizations of State-Owned Companies                                      Maximization
      Most of the Nordic governments control important assets in                      Mr. Elmbrant has, with his recently published book
      several strategic industries such as telecom, energy and banking.               “Hyperkapitalismen” (Hyper capitalism), launched a critical
      There is a pressure to unlock this structure and let the                        debate against the single-minded focus on shareholder value
      companies compete on market terms, especially within the                        and the damage it might cause corporate organisations.
      telecom sector. Mr. Hermansen will discuss why these                            Mr. Elmbrant will together with Mr. Westholm, a proponent of
      companies are privatized, and how their new ownership                           free markets, discuss what the shareholder value concept
      structure will affect the way they are run.                                     implies for companies. Mr. Westholm will counter Mr.
                                                                                      Elmbrants arguments to give the audience a possibility to hear
      Mr. Tormod Hermansen                                                            both sides of the story.
      Telenor                                                                         Mr. Björn Elmbrant             Mr. Carl-Johan Westholm
                                                                                      Writer and Journalist          CEO
14.15 Is Behavior Linked to How You Pay Them?                                         Sveriges Radio                 Swedish Federation of Trade
      Managerial compensation is an eternally hot issue. To get              17.00 Media’s and Financial Analysts’ Role in the
      managers to behave like shareholders, downside risk is just as               Business Landscape
      important as upside potential. Mr. Ahlström chairs a panel that
      will discuss how to incentivize management and how different                    Does the media have a short-term view, and does this lead to
      remuneration packages affect corporate performance and                          myopia in corporate decision-making? Maybe financial analysts
      managerial behavior.                                                            are the ones to blame, with their relentless focus on quarterly
                                                                                      results? Mr. Leijonhufvud will chair a panel discussion with
      Mr. Mikael Ahlström            Mr. Bo Södersten                                 representatives from media, academia and the financial industry,
      Chairman                       Professor                                        on how media attention affects the management of companies.
      Procuritas Partners            Jönköping International
                                     Business School                                  Mr. Sigfrid Leijonhufvud       Mr. Mats Andersson
                                                                                      Journalist                     Analyst
      Mr. Lars Milberg                                                                Svenska Dagbladet              Deutsche Bank
      Chief Lawyer
      Aktiespararna                                                                   Ms. Caroline Sundewall         Mr. Carl B. Hamilton
                                                                                      Journalist                     Professor
15.00 A Status Report on Proposed Changes in the                                      Finanstidningen                Stockholm School of
      Swedish Corporate Legislation                                                                                  Economics
      Over the last couple of years, several important changes have          17.45 Sum-up of Seminar
      been made to corporate legislation. Mr. Boman will follow up
      on changes made, comment on proposals and policies under                        Mr Haspeslagh, one of the most distinguished European
      investigation, and discuss possible implications for businesses                 academics on the topic of corporate governance, will draw
      and financial markets.                                                          conclusions from the earlier discussions and outline possible
                                                                                      future developments.
      Mr. Ragnar Boman
      CEO                                                                             Mr. Philippe Haspeslagh
      Stora Huset                                                                     Professor
15.20 Coffee Break
                                                                             18.00 Cocktails
15.45 Shareholder Value: The New Global Imperative
      Mr. Boulos argues that a focus on shareholder value has
      become a competitive necessity in today’s global marketplace.
                                                         S PEAKERS ’ L IST
               Procuritas and INSEAD's 5                                      Seminar on Active Ow nership

Mikael Ahlström                                                                  Tormod Hermansen
Mr. Mikael Ahlström is Chairman and Founder of Procuritas. In                    Mr. Hermansen is President and CEO of Telenor AS since 1991. Mr.
1985, he received Dr. Marcus Wallenberg’s Award for Studies within               Hermansen has held a number of top positions within the Norwegian
International Industrial Enterprises. Mr Ahlström has an MBA from                government administration since 1974. From 1991 to 1994 he chaired
INSEAD. Procuritas, which he established in 1986, pioneered the                  the Board of the Government Bank Insurance Fund. Mr. Hermansen
concept of management buyouts (MBO) in the Scandinavian market.                  has chaired a number of public committees and commissions. He is
Besides serving as a board member of several Scandinavian                        currently a board member of Den Norske Bank. He has previously
companies, Mr. Ahlström is a member of INSEAD’s Swedish                          served as board member of Statoil, and as Chairman of the Board of
Council.                                                                         the Norwegian Association of Publicly Owned Companies.

Mats Andersson                                                                   Hans Karlander
Mr. Mats Andersson is Head of Sales at Deutsche Bank in Stockholm                Mr. Hans Karlander is Managing Partner of Procuritas Partners KB
as of 2000. During 1996-2000, he was Head of Nordic Equity at the                since 1995. He has a background in business since graduating from
same company. Former employers include Affärsvärlden (editor                     Stockholm School of Economics in 1977. Mr. Karlander held various
1980-1988), Hägglöf & Ponsbach (Head of Research 1989-1990,                      positions in AB Electrolux, IndustriFinans AB and was Executive
CEO 1991-1993) and S.G. Warburg (Head of Nordic Equity 1994-                     Vice President of Swedbank in 1989-1992. In 1992-1994, he served as
1995).                                                                           Under-Secretary of State at the Swedish Ministry of Industry and
                                                                                 Commerce. Mr. Karlander has been, or is, a board member of several
Ragnar Boman                                                                     private and public companies.
Mr. Ragnar Boman is running his own consulting company, Stora
Huset AB, specialised in questions related to the financial markets              Sigfrid Leijonhufvud
and the venture capital industry. He provides advice to the                      Mr. Leijonhufvud is writer on economic and political issues at
Stockholm Stock Exchange, auditors, institutional investors, as well             Svenska Dagbladet. Mr. Leijonhufvud holds a BA in Political Science
as companies planning an IPO. Mr. Boman holds a MSc from                         and Economics from Stockholm University. From 1966 to 1970, he
Stockholm School of Economics. Previous employers include the                    was a research student at Columbia University in New York. He has
Stockholm Stock Exchange, Affärsvärlden and Dagens Nyheter.                      previously worked at Sveriges Radio, Dagens Nyheter and Expressen.
                                                                                 In 1985, he became editor-in-chief of Nerikes Allehanda, where he
Fares Boulos                                                                     remained until 1988 when he joined his current employer, Svenska
Mr. Boulos is Executive in Residence at INSEAD, France. He                       Dagbladet.
received his MBA from the University of Toronto in 1979. Before
accepting the position at INSEAD, Mr. Boulos served as Vice                      Lars Milberg
President and Director of Investment Research at Goepel                          Mr. Milberg is Chief Lawyer at Aktiespararna (Swedish Shareholders
McDermid, a leading Canadian investment bank. He has a long and                  Association), a non-profit organization with the aim to protect the
distinguished career within the North American financial and                     rights of its 142,000 individual members. Lars Milberg holds a law
business community. At INSEAD he teaches programs on Value                       degree from Stockholm University. He has in the past been
Based Management and co-leads the school’s Managing for Value                    appointed expert in several govermental committees, such as The
research project.                                                                Securities Markets Committee and The Ownership Committee, and
                                                                                 is at present appointed expert in The Swedish Company Law
Björn Elmbrant                                                                   Committee.
Mr. Elmbrant is a writer and journalist at Sveriges Radio. He is an
active participant in the political debate in Sweden. His latest book,           Caroline Sundewall
“Hyperkapitalismen”, is a critique of the current focus on                       Ms. Caroline Sundewall is a financial journalist at Finans-tidningen,
shareholder value. In 2000, he received Lukas Bonniers Journalistpris            one of the leading Swedish newspapers. She is also a business
for “informative, analytical and sharp perspectives on political and             commentator for Swedish public television and public radio. Former
economic issues”. Mr. Elmbrant has been a journalist since                       employers include Chase Manhattan Bank, Handelsbanken and Ratos
graduating from Stockholm University in 1965. His many                           as well as the newspapers Dagens Industri, Affärsvärlden and
appointments include a position as editor-in-chief for Eko-redaktion,            Sydsvenska Dagbladet. In 1998, Ms. Sundewall received the
Sweden’s national radio newsdesk from 1984 to 1987.                              prestigious Female Businesswoman of the Year Award (Årets
Carl B. Hamilton
Mr. Hamilton is professor at Stockholm School of Economics.                      Bo Södersten
Before returning to academia in 1999, Mr. Hamilton was Chief                     Mr. Bo Södersten is professor at the Jönköping International
Economist at Svenska Handelsbanken. Mr Hamilton has an                           Business School. He received his Ph D in Economics at Stockholm
outstanding career in academia and in the public sector. He has held             University in 1964. He held a number of positions in academia until
numerous positions in public administration, such as Under-secretary             1979, when he became a Swedish MP for the Social Democratic
of State at the Department of Finance. From 1991 to 1993 and 1997                Party. He served in the parliament until 1988. He has published a
to 1998, he was a MP for the Liberal Party. He has also been the                 number of articles and books, on a wide range of issues pertaining to
Liberal Party’s economic spokesperson. He holds a Ph D in                        economics and social policy.
                                                                                 Carl-Johan Westholm
Philippe Haspeslagh                                                              Mr. Carl-Johan Westholm is President and CEO of the Swedish
Mr. Philippe Haspeslagh is Professor in Business Policy at INSEAD,               Federation of Trade (Svensk Handel) since 1997. He received his
where he directs the Mergers and Acquisitions Programme. During                  Ph D in Political Science at Uppsala University in 1976. He was
1996 and 1997 he served as Director of the Cabinet of the Belgian                previously CEO of Kreab Development, Näringslivets Ekonomifakta
Minister of Small- and Medium-Sized Enterprises and Agriculture.                 and Företagarnas Riksorganisation. Mr. Westholm has since 1976
He is a board member of Procuritas Partners, as well as a consultant             published several books and articles on issues covering political
on acquisitions and corporate strategy to several international                  economy and capitalism.
companies. He holds a DBA from Harvard Business School.

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