Shareholders in Holmen AB (publ) are herewith invited to attend the Annual General Meeting at 4.00 pm on Tuesday 5 April 2005 in the Winter Garden, Grand Hôtel (Stallgatan entrance), Stockholm, Sweden.

Notification of intention to participate etc.

Shareholders who wish to participate in the Meeting shall

be entered in the register of shareholders maintained by VPC AB by no later than Thursday 24 March 2005, and

notify the company in writing by no later than 5.00 pm on Wednesday 30 March 2005. Address: Holmen AB, Group Legal Affairs, P.O. Box 5407, SE-114 84 Stockholm, Sweden. Notice may also be given by telephone: +46 8 666 21 11 and by fax: +46 660 759 78.

Shareholders whose shares are registered under a nominee name must temporarily re-register the shares in their own names with VPC to be entitled to participate. Such re-registration must be completed by no later than Thursday 24 March 2005. This means that shareholders must notify their account operator of their wish well ahead of this date.

Proposed agenda

1 Opening of Meeting

2 Election of Chairman of Meeting

3 Preparation and approval of voting list

4 Approval of agenda

5 Election of adjusters to approve the minutes of the Meeting

6 Resolution concerning the due convening of the Meeting

7 Presentation of the annual report and the consolidated financial statements, and the report of the auditors and the consolidated report of the auditors
Address by President and CEO

8 Matters arising from the above reports

9 Resolution concerning the adoption of the parent company?s profit and loss account and balance sheet and the consolidated profit and loss account and balance sheet

10 Resolution concerning the proposed treatment of the company?s unappropriated earnings as stated in the adopted balance sheet

11 Resolution concerning the discharge of the members of the Board and the President from liability

12 Decision on the number of members and deputy members of the Board to be elected by the Meeting

13 Decision on the fees to be paid to the Board and the auditors

14 Election of Board

15 Election of auditors, information

16 Nomination committee?s proposal for the formation of a nominating committee

17 Board?s proposal concerning the buy-back and transfer of shares in the company

18 Question from Amnesty Business Group concerning the company?s policy on human rights

19 Closure of the Meeting

Proposals for decisions in respect of items 12-16 on the agenda

At the AGM held in 2004, the company?s shareholders decided to set up a nomination committee to prepare matters relating to elections to the Board, the fee to be paid to the Board and the election of auditors. The same AGM elected Fredrik Lundberg, Carl Kempe and Arne Mårtensson to this Committee for the period until the end of the 2005 AGM.

The Nomination Committee, the members of which represent more than 75 % of the votes in the company, has put forward the following proposals.

Item 12 Nine members and no deputy member.

Item 13 It is proposed that a fee of SEK 2,250,000 be paid to the Board, which is to be allocated by the Board among the members elected by the AGM who are not employees of the company.

Compensation to the auditors shall be paid against invoice.

Item 14 Members
Re-election of Fredrik Lundberg, Lilian Fossum, Magnus Hall, Carl Kempe, Hans Larsson, Ulf Lundahl, Göran Lundin, Arne Mårtensson and Bengt Pettersson.

Item 15 KPMG Bohlins AB were elected as auditors at the 2004 AGM for the period until the end of the 2008 AGM.

Item 16 It is proposed that the Nomination Committee be replaced by a Nominating Committee in accordance with what is set out below:

The role of the Nominating Committee shall be to put forward proposals to the Annual General Meeting for the election of members of the Board, the fee to be paid to the Board and, when necessary, the election of auditors and concerning the fee to be paid to the auditors.

The Nominating Committee shall consist of the Chairman of the Board and one representative of each of the company?s three largest shareholders (by votes) on 31 August of each year. The person who represents the largest shareholder shall chair the Nominating Committee. If any shareholder refrains from joining the Nominating Committee or decides to resign from it, the right to appoint a representative shall devolve on the next largest shareholder (by votes). If any of the shareholders in question divest shares before 31 December, and thereby cease to be one of the three largest shareholders, this shareholder?s representative shall leave the Committee. The right to appoint a representative shall then be offered to the largest shareholder as per 31 December who has not already appointed a representative to the Nominating Committee.

Board proposal concerning item 17 on the agenda

The essence of the Board?s proposal is that the Board be mandated, for the period until the end of the next Annual General Meeting, to make decisions, on one or more occasions, to buy back shares in the company via the stock market. This proposal also involves the Board being mandated to make decisions to use the company?s shares as payment for the acquisition of companies or lines of business or to finance such acquisitions, in which case the shares shall be sold on the stock market.

The buy-back may be of shares of Series A or Series B or a combination thereof, and shall be limited to so many shares such that the company?s own holding does not exceed 10 % of all the shares in the company.

The shares shall be bought back at the prevailing listed price at the time of acquisition.

Shares in the company that are used to pay for the acquisition of companies or lines of business shall be sold at a market value estimated by the Board.

The purpose of this mandate to buy back shares in the company is to enable the Board to adjust the capital structure, thereby generating a higher value for shareholders.

The Board?s full proposal in respect of item 17 on the agenda will be available at the company?s office as of Tuesday 22 March 2005.


The Board has proposed that a dividend of SEK 10 (10) be paid. The Board proposes that the date of record for entitlement to dividend be Friday 8 April 2005.

Provided that the shareholders at the AGM resolve in favour of the proposal, it is expected that the dividend will be distributed by VPC on Wednesday 13 April 2005 to shareholders whose names are entered in the register of shareholders or on the special list on the date of record.

Stockholm March 2005

Board of directors