FAGERSTA, Sweden, March 30, 2005 (PRIMEZONE) -- Seco Tools:
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)223-400 00, 9:00-12:00 a.m. and 1:00-4:00 p.m., weekdays; by fax, at +46-(0)223-402 00 or by Internet on Seco Tools' website (www.secotools.com/notification). Notification must be received by Seco Tools AB not later than Tuesday, April 26, 2005, 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 Centre (VPC AB) not later than Friday, April 22, 2005. Shareholders whose shares have been registered in the name of a trustee, must temporarily re-register the shares in their own name with VPC AB not later than Friday, April 22, 2005, 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 item, the Board Chairman will report on the
work of the Board during the year and on corporate governance
matters.
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 remuneration for the Board and the auditors.
14. Election of Board members and Board Chairman.
15. Nominating Committee proposal, etc., prior to 2006 Annual
General Meeting.
PROPOSALS FOR DECISION
Dividend and record date
Point 11: The Board proposes a dividend of SEK 15.00 per share for fiscal 2004 and an extra dividend of SEK 10.00 per share. Friday, May 6, 2005 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 Centre (VPC) on Wednesday, May 11, 2005.
Board of Directors and Auditors
The Nominating Committee has comprised representatives of the four largest shareholders: Lars Pettersson, Sandvik AB, Marianne Nilsson, Robur, Sten Kottmeier, AMF Pension and Lars Ohrstedt, AFA Forsakringar, and Board Chairman Gunnar Bjorklund. The Chairman of the Nominating Committee has been Lars Pettersson. The proposals of the Nominating Committee are as follows:
Point 1: Board Chairman Gunnar Bjorklund is elected to chair the Annual General Meeting.
Point 12: Eight Board members and no deputies.
Point 13: 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 14: Re-election of following Board members: Gunnar Bjorklund, Magnus Brandeskar, Stefan Erneholm, Jan-Erik Forsgren, Anders Ilstam and Carina Malmgren Heander, plus election of the following new members: Carl-Erik Ridderstrale and Kai Warn.
Carl-Erik Ridderstrale, born 1942, is Chairman of Broderna Edstrand and DIAB AB and is a member of the boards of SEKTRA AB and KMT AB. During 1989-1992, he was President of ABB Service; during 1992-2002 he was CEO of BT-Industries and, during 2002-2004, he was advisor to BT's owner, Toyota Industries Corp.
Kai Warn was appointed President and CEO of Seco Tools on October 1, 2004. He was born in 1959 and has a Master of Science degree in Mechanical Engineering. During 1985-2004, he worked for the ABB Group, primarily on product operations, of which ten years outside Sweden. In 1999-2004, he had the global business unit responsibility for the industrial robotics products within the ABB Manufacturing Automation business area.
Election of Gunnar Bjorklund as Chairman of the Board.
Nominating Committee
Point 15: The Nominating Committee proposes the following:
A representative of each of the four largest shareholders shall, together with the Board Chairman, constitute the Nominating Committee for the period up to the next Annual General Meeting. The Board Chairman shall be responsible for convening the Committee. The composition of the Nominating Committee prior to the 2006 Board election shall be announced as soon as it has been established, and not later than six months before the following year's Annual General Meeting. The Chairman of the Nominating Committee shall be the member representing the largest shareholder.
No fees shall be paid to the members of the Nominating Committee.
The Nominating Committee shall be responsible for: proposing a Chairman for the Annual General Meeting, proposing the number of Board members, proposing the fees to be paid to the Board members and auditors, and for proposing Board members and the Board Chairman.
In those instances a member leaves the Nominating Committee before its duties have been completed, he or she can be replaced by a representative from the same shareholder, if such a measure is considered necessary. In those instances where a shareholder has contributed a member to the Nominating Committee but no longer has any shares in the Company, or significantly reduces its holding, the Committee member can resign and a representative of the next largest shareholder can be given the opportunity to become a Committee member to replace the retired member.
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 favour of the Board's and the Nominating Committee's proposals above.
Fagersta, Sweden, March 2005
THE BOARD OF DIRECTORS
For additional information, contact Kai Warn, President and CEO, Tel: +46-(0)223-401 10 or Tomas Eliasson, CFO, Tel: +46-(0)223-401 20. E-mail can be sent to: investor.relations@secotools.com
Previously published information is available under the section "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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