FAGERSTA, Sweden, March 31, 2004 (PRIMEZONE) -- Shareholders in Seco Tools Aktiebolag are hereby invited to attend the Annual General Meeting on Wednesday, May 5, 2004, at 2:00 p.m., in Folkets Hus, Fagersta, Sweden.
Notification
Shareholders intending to participate in the Meeting must notify the Board, in writing to Seco Tools AB, Finance Department, SE-737 82 Fagersta, Sweden; by telephone at +46-(0)223-401 21, weekdays between 9:00 a.m. and 4:00 p.m.; or by fax, at +46-(0)223-402 00. Notification must be received by Seco Tools AB not later than Wednesday, April 28, 2004, at 3:00 p.m. To be eligible to participate in the Meeting, shareholders must be registered in the share register maintained by the Swedish Securities Register Center (VPC AB) not later than Friday, April 23, 2004. Shareholders whose shares have been registered in the name of a trustee, must temporarily reregister the shares in their own name with VPC AB not later than Friday, April 23, 2004, in order to be entitled to participate in the Meeting. Note that this procedure also applies to shareholders who use banks' share custody accounts and/or who trade via the Internet.
When registering, please provide your name, personal identity number or corporate registration number, address and telephone number, and the names of any assistants. If participation is to be made through proxy, the proxy must be submitted prior to the Meeting.
Agenda
1. Election of Chairman of the Meeting.
2. Preparation of the list of shareholders entitled to vote at the
Meeting.
3. Approval of the Agenda.
4. Address by the President.
5. Approval of the list of shareholders entitled to vote.
6. Election of minutes-checkers.
7. Determination of whether the Meeting has been duly convened.
8. Presentation of the Annual Report and auditors' report and the
consolidated financial statements and consolidated auditors'
report. During this agenda point, the Chairman of the Board
will report on the work of the Board and the Remuneration
Committee.
9. Motion on adoption of the income statement and balance sheet
and the consolidated income statement and consolidated
balance sheet.
10. Motion on the discharge of the members of the Board of Directors
and of the President from liability for the fiscal year.
11. Decision on the disposition of the Company's profits shown in
the balance sheet adopted by the Meeting and decision on the
record date.
12. Motion to approve the number of Board members and deputies.
13. Motion to approve the number of auditors and deputy auditors.
14. Motion to approve remuneration for the Board and the auditors.
15. Election of Board members and deputies.
16. Election of auditors and deputy auditors.
17. Nominating Committee
18. Audit Committee
PROPOSALS FOR DECISION
Dividend and record date
Point 11: The Board proposes a dividend of SEK 14.00 per share for fiscal 2003. Monday, May 10, 2004 is proposed as the record date for receipt of the dividend. If the Meeting approves this proposal, the dividend will be paid by the Swedish Securities Register Center (VPC) on Thursday, May 13, 2004.
Board of Directors and Auditors
The Nominating Committee has comprised Board Chairman Gunnar Bjorklund and the following representatives of the Company's four largest shareholders: Lars Pettersson, Sandvik AB, Marianne Nilsson, Robur, Sten Kottmeier, AMF Pension and Lars Ohrstedt, AFA Forsakringar. The proposals of the Nominating Committee are as follows:
Point 12: Eight Board members and no deputies.
Point 13: Two auditors and no deputy auditors.
Point 14: It is proposed that the fee to be paid to the Board will amount to SEK 1,200,000, of which SEK 300,000 will be paid to the Chairman of the Board and the remainder distributed between the Board Members in accordance with the Board's own assessment. It is further proposed that remuneration to the auditors be paid in accordance with current invoicing.
Point 15: Reelection of following Board members: Gunnar Bjorklund, Magnus Brandeskar, Stefan Erneholm, Jan-Erik Forsgren, Hans Harvig, Anders Ilstam and Lars Renstrom. Election of new Board member Carina Malmgren Heander.
Carina Malmgren Heander is 44 and has a B.Sc. in Business Administration. She has worked with industrial operations issues in senior management positions within the ABB Group since 1989. During 1998- 2003 she was Director of Human Resources and a member of ABB's Group Management team in Sweden. During 2002-2003 she was also President of ABB Group Services Center AB. In October 2003, she became Director of Human Resources and a member of Group Management at Sandvik AB. Carina Malmgren Heander has been proposed as a new member of the Cardo AB Board of Directors.
Tom Erixon has declined reelection.
Point 16: New election of authorized public accounting firms of Ohrlings PricewaterhouseCoopers and KPMG Bohlins.
Nominating Committee
Point 17: a. The Nominating Committee proposes the following:
The Board Chairman and a representative of each of the four largest shareholders, who must not be members of the Board of the Company, shall jointly constitute the Nominating Committee for the period up to the end of the next Annual General Meeting. The Board Chairman is the convener. Thereafter, the Committee elects a Chairman for the Committee. Prior to the election of the Board in 2005, the composition of the Nominating Committee shall be announced in conjunction with the publication of the Company's report on the third quarter of 2004. No fees shall be paid to the members of the Nominating Committee.
b. Sveriges Aktiesparares Riksforbund (Swedish Shareholders' Association) proposes the following:
The Nominating Committee shall be elected by the Annual General Meeting and shall consist of three to five persons who are independent of Seco Tools AB and who will represent the Company's owners at the Annual General Meeting. It is proposed that a representative for the small shareholders be included in the Committee.
Shareholders representing approximately 80% of the share capital and approximately 95% of the total voting rights in Seco Tools AB have stated that they intend to vote in favor of the Board's and the Nominating Committee's proposals above.
Audit Committee
Point 18: Sveriges Aktiesparares Riksforbund (Swedish Shareholders' Association) proposes that the Annual General Meeting assign the Board to appoint an Audit Committee.
Shareholders representing approximately 80% of the share capital and approximately 95% of the total voting rights in Seco Tools AB have advised that they will move to reject such a proposal, since they consider that matters related to the procurement of auditors, preparations in regard to the election of auditors, ongoing contact with the auditors and similar issues can and should be handled by the Board in its entirety.
Fagersta, March 2004
THE BOARD OF DIRECTORS
Previously published information is available under "Investor Relations" at the Seco Tools' website (www.secotools.com). Seco Tools AB's corporate registration number is 556071-1060 and the address is Seco Tools AB, SE-737 82 Fagersta, Sweden. The telephone number for the Group's head office is +46-(0)223-400 00.
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