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Proposal on Board of Directors from Carnegie's Nomination Committee

Carnegie’s Nomination Committee has today submitted the following proposal for the planned extraordinary general meeting.

For Carnegie’s Board of Directors, the Nomination Committee has proposed the re-election of Mai-Lill Ibsen, and has newly nominated Anders Fällman, Jan Kvarnström, Björn C Andersson, Catharina Lagerstam, Magnus Lindquist and Patrik Tigerschiöld.

The Nomination Committee has proposed Anders Fällman as Chairman of the Board and Jan Kvarnström as vice chairman.

“This is a strong board proposal with wide-ranging competence and experience from the financial sector. It opens opportunities for Carnegie to take on the important challenges that lies ahead,” says Ulf Strömsten, Chairman of the Nomination Committee.”

Owners holding over 25 percent of votes and capital, including Catella, SEB Fonder, Danske Capital, Invik and a group of shareholding employees within Carnegie have expressed their support for the proposal.

Nomination committee members Mats Lagerqvist of Swedbank Robur Fonder and Ossian Ekdahl of Första AP-Fonden do not concur with the majority proposal for chairman.

“In Carnegie’s current situation, it is important that the chairman is independent. The chairman proposed by the Nomination Committee does not fulfil that requirement, which means that we do not back the committee’s nomination for chairman and will thus resign from the Nomination Committee. However, we do intend to support the members who have been nominated to the board,” say Mats Lagerkvist and Ossian Ekdahl in a joint statement.“

Björn C Andersson (1946). Björn C Andersson has held a number of leading positions within Handelsbanken’s investment banking operations between 1985 and 2007, most recently as head of Handelsbanken Asset Management. Prior to this he held positions including head of Handelsbanken Markets and head of the bank’s corporate finance division. Björn C Andersson currently holds board positions in European fund and insurance companies (Chairman of the Board), the Swedish investment fund Nordic Access Buyout Fund AB (Chairman of the Board) and is a member of Nordic Capital’s Review/Investment Committee and of OMX’ Surveillance Committee. Number of shares in Carnegie: 200

Anders Fällman (1962). Anders Fällman is President and CEO of Invik & Co since 2002. Prior to this he was the Deputy CEO for Invik, Deputy CEO for Metro International S.A., and from 1987-2000, a lawyer and partner at the law firm Cederquist. Anders Fällman is a board member of a number of Swedish and European banking and insurance companies, and has extensive experience from publicly listed companies such as Industriförvaltnings AB Kinnevik and Metro International S.A. and Korsnäs. Number of shares in Carnegie: 0

Mai-Lill Ibsen (1955). Member of the board since 2007. Mai-Lill Ibsen has worked in the Norwegian financial sector in positions including CEO for NOS ASA, various management positions within Citigroup, Eksportfinans ASA, and Sparebanken NOR (currently DnB NOR). Mai-Lill Ibsen has a number of other board positions in companies including Kebony ASA, Eitszen Chemical ASA, ECO-Energi AS and Folketrygdfondet. She previously held positions in a number of Norwegian industry associations in the finance sector. Number of shares in Carnegie: 0

Jan Kvarnström (1948). Jan Kvarnström has a background in the international financial sector including leading positions at the investment bank Dresdner Bank AG and its international re-structuring unit during the years 2002-2006, as advisor for 3i. He has previously been CEO for Esselte and for Securum, and was head of Nordea’s operations in London. Jan Kvarnström is currently a board member in PA Recourses AB, Collector Finance & Law, and Castellum. Number of shares in Carnegie: 0

Catharina Lagerstam (1962). Catharina Lagerstam has extensive academic and industrial experience in the financial sector. She has a doctoral degree from the Department of Finance at the Stockholm School of Economics and has previously conducted research in the area of financial risks. Catharina Lagerstam is part of the management team of Clearstream in Luxemburg since 2001. She has also previously been CFO at Hufvudstaden and head of financial analysis at Swedbank, and she was responsible for the valuation process at Bankstödsnämnden in connection with the banking crisis in the 1990s. Number of shares in Carnegie: 0

Magnus Lindquist (1963). Magnus Lindquist is CFO and Vice President of Autoliv since 2001. Prior to this he held various management positions at Perstorp, including the position as CFO from 1999-2001. He was previously CFO within the Stora Enso group, and CFO of Skanska Installation Group. Magnus Lindquist holds board positions in Micronic Laser Systems and Alimak Hek Group. Number of shares in Carnegie: 0

Patrik Tigerschiöld (1964). Patrik Tigerschiöld is President and CEO for Skanditek Industriförvaltning since 1999. He previously worked at SEB, and held a number of different management positions within asset management and equity sales between the years 1991-1999. Prior to this he was CEO for Hagströmer & Qviberg’s Luxemburg operations. Patrik Tigerschiöld holds a number of board positions, as chairman of companies including Bure Equity, Vitrolife, Mydata Automation and PartnerTech. Number of shares in Carnegie:10,000

The nomination committee is comprised of the following members: Ulf Strömsten, Catella, chairman; Mats Lagerqvist, Swedbank Robur Fonder; Ossian Ekdahl, Första AP-Fonden; Mikael Nordberg, Danske Capital; Anders Oscarsson, SEB Fonder; and Christer Zetterberg, Chairman of the Board, D Carnegie & CO AB. Christer Zetterberg has not participated in the nomination committee’s processes. In conjunction with the submission of the nomination committee’s proposal, Ossian Ekdahl of Första AP-Fonden and Mats Lagerqvist of Swedbank Robur Fonder have chosen to resign from the nomination committee. At the same time, Anders Fällman will become a member of the nomination committee, although he has not participated in the proposal process for a new board and chairman.
Of the proposed board members, 6 are considered to be independent* of the company, management, and larger shareholders. Twenty-nine percent of the proposed board members are women.

The nomination committee proposes that the general meeting, in a change of decision from the annual general meeting on March 29 2007, set stipulations for selecting Nomination Committee members according to the following:

“The general meeting commissions the Chairman of the board to, before decisions regarding Chairman of the general meeting, board members and Chairman of the board, or decisions regarding remuneration to the board at the 2008 annual general meeting, or on occasion at extraordinary general meeting, to select at least three and at most five members who, in addition to the chairman, will form the Nomination Committee. The Nomination Committee shall be comprised of, besides Chairman of the Board, representatives of larger shareholders. Larger shareholders may also mean a group of shareholders who, by agreement, are long-term and have a unanimous position through exercising voting rights in a coordinated way.

The chairman of the board should not be the Chairman of the Nomination Committee. Up until the Nomination Committee has a Chairman the Chairman of the Board shall be the convener. The names of the members should be made public immediately after the Nomination Committee has been selected, or on occasion, after changes in the Nomination Committee.

Up to and including January 2008, any new larger shareholders should be offered a place in the Nomination Committee, and any additional changes of the composition should be made in accordance. Changes of the composition of the Nomination Committee should be decided by the Chairman of the board.

The duty of the nomination committee for the 2008 annual general meeting, or for any extraordinary general meeting before that, is to make a proposal for Chairman of the general meeting, for board members, Chairman of the board, and for remuneration to the board.”

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