In accordance with the Nomination Committee's recommendations, the AGM resolved:
to re-elect Bengt Kjell as Chairman of the Board, to re-elect Curt Källströmer, Eva Färnstrand, Gunnar Tindberg, Michael Bertorp, Owe Andersson and Johnny Alvarsson as directors on the Board, and to elect Ulf Lundahl as a new director on the Board;
to re-elect the chartered accounting firm Öhrlings PricewaterhouseCoopers AB as the company's auditor;
that directors' fees shall be paid in the amount of SEK 300,000 to the Chairman of the Board and SEK 150,000 to each of the other non-executive directors, and that no separate compensation will be paid for committee work;
that auditors' fees shall be paid on account; and
that the members of the company's nomination committee shall consist of representatives of the four largest shareholders as well as the Chairman of the Board, who shall also summon the first meeting of the Nomination Committee, and that ahead of the 2007 Annual General Meeting, the Nomination Committee's members shall be based on shareholder information as per 31 August 2006, and that these shall be announced as soon as they are appointed, but not later than six months prior to the Annual General Meeting.
The AGM resolved to adopt the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet.
The directors and the CEO were discharged from liability for the 2005 financial year.
In accordance with the Board's and CEO's proposal, the AGM resolved that the dividend for 2005 shall amount to SEK 2.75 per share. The record date for payment of the dividend was set at 3 May, and payment via VPC AB is expected to take place on 8 May.
The AGM resolved to approve the Board's proposal to amend the company's articles of association due to the new Swedish Companies Act, among other things.
Further, the AGM resolved to approve the Board's proposal to authorise the Board, on one or more occasions during the time up until the next Annual General Meeting, to decide on new issues of a maximum of 4,000,000 shares and thereby to deviate from the shareholders' pre-emption rights. The Board shall only be able to decide on new issues against consideration in kind or set-off of claims. Issues shall be made on commercial terms. The purpose of the authorisation and the reason for the deviation from the shareholders' pre-emption rights are to enable acquisitions of all or parts of companies or operations in return for consideration of newly issued shares in the company. If the authorisation is utilised in its entirety, it would correspond to a dilution of approximately 10% of the total number of shares and votes in the company.
Stockholm, 28 April 2006
INDUTRADE AB (publ)