Minutes of Annual General Meeting of shareholders in Gunnebo AB (publ) held on 28 March 2007 in Göteborg, Sweden Shareholders present: shares and votes. As listed in Appendix 1. Opening of Meeting The Meeting was opened by Roger Holtback, chairman of the Board, who welcomed all the shareholders present. Election of chairman of meeting The Meeting decided unanimously to elect Roger Holtback to chair the Meeting. The company s chief legal officer, Lars Wallenberg, was requested to keep the minutes of the Meeting. 1 2 3 Preparation and approval of voting list The attached list of shareholders and representatives of shareholders present, and of the shares and votes represented by them was unanimously approved as the voting list for the Meeting, Appendix 1. It was noted that all the shareholders and representatives on the voting list had given notice of their intention to take part in the Meeting, in accordance with the provisions in the company s articles. The Meeting decided that other persons present should be allowed to remain during the Meeting. 4 Approval of agenda The Meeting decided unanimously to approve the agenda distributed together with the Notice of Meeting. 5 Page 1 of 6
Election of adjusters to check and approve the minutes The Meeting decided unanimously that the minutes of the Meeting should be checked and approved by two persons. Olof Jonasson, representing the First AP Fund, and Bo Isacson were elected to check and approve the minutes of the Meeting together with the chairman. 6 Consideration of whether the meeting had been duly convened It was noted that the Notice of Meeting had been published in Svenska Dagbladet, Göteborgs- Posten and Post- och Inrikes Tidningar on 27 February 2007. The Meeting resolved that it had been duly convened. 7 Presence of board members and management It was noted that all the board members elected by the AGM, the President and three other members of the company s management were present at the Meeting. 8 Address by President and CEO Göran Gezelius, President and CEO, gave an account of the company s development in 2006. Questions from shareholders were answered. 9 Activities of the Board and its committees The Chairman gave a general account of the contents of the Corporate Governance report and of the activities carried on by the Board and its committees in 2006. The Chairman also gave an account of the conditions relating to the salaries, bonuses and pension benefits of the President and the company s management during the year. The Chairman also provided information on the employee stock option scheme that had been introduced in 2002. 10 Presentation of annual report, consolidated financial statements and report of the auditors for the 2006 financial year The AGM noted unanimously that the annual report and consolidated financial statements could be taken as having been read since these documents had already been distributed to shareholders and were also available at the AGM. The company s auditor, Bror Frid, presented the audit report for the 2006 financial year, in connection with which he gave an account of how the audit had been performed. Page 2 of 6
11 Decision on the adoption of the parent company and consolidated income statements and balance sheets for the 2006 financial year The AGM resolved unanimously in favour of the Board s proposal that the parent company and consolidated income statements and balance sheets included in the annual report for the 2006 financial year be adopted. Decision on the treatment of the company s unappropriated earnings, as stated in the adopted balance sheet The chairman gave an account of the Board s dividend proposal and the Board s reasoning behind the proposal. 12 The AGM resolved unanimously in favour of the Board s proposals: That the unappropriated earnings at the disposal of the AGM be dealt with in the following way. SEK i) to be paid out by way of cash dividend of SEK 1.60 per share 72,250,051 ii) to be carried forward into the new account 81,890,703 Total 154,140,754 that 2 April 2007 be approved as the date of record for entitlement to cash dividend, and that these decisions should be deemed to have been immediately checked and approved. The chairman informed the Meeting that VPC was expected to be able to distribute the dividend on 5 April 2007. 13 Decision on the discharge of members of the Board and the President from liability The AGM decided unanimously to discharge the members of the Board and the President from liability for the period covered by the annual report. It was noted that no person holding a position as a member of the Board or President participated in the decision relating to the said person s own discharge from liability. 14 Activities of the Nomination Committee The chairman gave an account of the activities of the Nomination Committee since the 2006 AGM. Page 3 of 6
15 Determination of number of Board members and deputy Board members The AGM resolved unanimously that the Board should consist of seven ordinary members for the period until the end of the next Annual General Meeting. 16 Determination of fee for the Board The AGM resolved unanimously that a fee of SEK 1,300,000 should be paid to the members of the Board for the period until the end of the next Annual General Meeting, of which SEK 400,000 - including remuneration for committee activities should be paid to the Chairman of the Board and SEK 150,000 to each of the other members, and that a separate fee of SEK 75,000 should be paid to members of the Board s audit committee and remuneration committee over and above the Chairman of the Board - to be allocated among the members at the discretion of the Board. 17 Decision on auditors fee The AGM decided unanimously that the fee for the auditors for the period until the next Annual General Meeting should be paid in accordance with their current contract in an amount as agreed between the Chairman of the Board as the shareholders representative and the auditors. 18 Election of Board It was noted that before the election of the Board took place, the AGM had received information on which other positions the nominees held. The AGM decided unanimously to elect as members of the Board for the period until the end of the next AGM: Roger Holtback Mikael Jönsson Martin Svalstedt Bjarne Holmqvist Lena Olving Page 4 of 6
Björn Eriksson Bo Dankis It was noted that the union organisations were represented until further notice by Claes-Göran Karlsson (LO), Bo Anders Hansson (PTK), Lars-Olof Larsson (LO, deputy) and Christer Grimståhl (PTK, deputy). 19 Election of chairman of the Board The AGM decided unanimously to elect Roger Holtback as chairman of the Board. 20 Appointment of Nomination Committee The AGM resolved unanimously that a Nomination Committee should be appointed and be tasked to submit proposals in time for the next AGM for the chairman of the AGM, the number of board members, for election as board members and as chairman of the board and for the fee to be paid to the Board, including the allocation of fees, and to the auditors - consisting of the Chairman of the Board (convenor), and one representative of each of the three largest shareholders at the end of the third quarter of 2006, and that the names of the members thus appointed should be announced as soon as possible thereafter. 21 Principles for remuneration and other benefits of the company s management The AGM resolved unanimously to approve the principles proposed in the Notice of Meeting for the remuneration and other benefits of the company s senior management personnel. 22 Mandate for the Board to make decisions to issue a maximum of 1,200,000 shares in the company The AGM decided unanimously to mandate the Board to make decisions to raise the company s share capital by a maximum of six million kronor by issuing on one or more occasions a total of up to 1,200,000 shares, with or without prior rights for existing shareholders to participate in the issue(s), and with or without any provisions for any exchange of assets, netting off or other such conditions, during the period until the next Annual General Meeting. 23 Page 5 of 6
Any other business The Meeting decided unanimously to authorise the President to make any minor adjustments to the decisions made by the AGM as might be found necessary when implemented. The Chairman thanked the outgoing CFO Lennart Gustavsson for his work on behalf of the company since 1993. There being no other business, the Chairman declared the meeting closed. Secretary /Lars Wallenberg/ Checked and approved /Roger Holtback/ /Olof Jonasson/ /Bo Isacson/ This is a translation of the original in Swedish language. In the event of any textual inconsistencies between the English and the Swedish, the latter shall prevail. Page 6 of 6