GOTEBORG, Sweden, March 8, 2002 (PRIMEZONE) -- In accordance with the listing agreement with OM Stockholmsborsen, AB SKF hereby announces the contents of the Notice of the Company's Annual General Meeting on April 18.
Goteborg, March 8, 2002 Aktiebolaget SKF (publ.)
Enclosure: Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aktiebolaget SKF will be held at SKF Kristinedal, Byfogdegatan 4, Goteborg, Sweden, at 2.30 p.m. on Thursday April 18, 2002.
Annual General Meeting
For the right to participate at the meeting, shareholders must be recorded in the shareholders' register kept by VPC AB by Monday April 8, 2002 and must notify the company before 12 noon on Friday April 12, 2002, by letter to AB SKF, Group Legal, SE-415 50 Goteborg, Sweden, or by fax +46 31 337 16 91, or by phone +46 31 337 27 35. When notifying the company, which preferably should be done in writing, details of name, address, telephone number, registered shareholding and advisors, if any, shall be given. Where representation is being made by proxy, the original of the proxy form shall be sent to the company before the date of the meeting. Shareholders whose shares are registered in the name of a trustee must have the shares registered temporarily in their own name in order to take part in the meeting. Any such re-registration for the purpose of establishing voting rights shall take place by Monday April 8, 2002. This means that the shareholder should give notice of his/her wish to be included in the shareholders' register to the trustee in plenty of time before that date. A re-registration fee will normally be payable to the trustee.
Agenda
1. Opening of the Annual General Meeting.
2. Election of a chairman for the meeting.
3. Drawing up and approval of the voting list.
4. Approval of agenda.
5. Election of persons to verify the minutes.
6. Consideration of whether the meeting has been duly convened.
7. Presentation of annual report and audit report as well as
consolidated accounts and audit report for the Group.
8. Address by the President.
9. The matter of adoption of the income statement and balance sheet
and consolidated income statement and consolidated balance sheet.
10. Resolution regarding distribution of profits.
11. The matter of discharge of the members of the Board and the
President from liability.
12. Determination of number of Board members and deputy members.
13. Determination of fee for the Board of Directors.
14. Determination of fee for the auditor.
15. Election of Board members and deputy Board members.
16. Proposals by individual shareholders regarding an introduction
of a clause in the Articles of Association that gives owners of
A shares the right to convert these to B shares.
Proposal under item 10
The Board of Directors proposes a dividend for the financial year 2001 of SEK 6,00 per share. It is proposed that shareholders with holdings recorded on April 23, 2002 be entitled to receive the said dividend. Subject to acceptance by the Annual General Meeting, it is expected that VPC will send out notices of payment to recorded shareholders and listed depositaries on April 26, 2002.
Proposal under items 12, 13, 14 and 15
Regarding number of Board members, fees for the Board of Directors and the auditor and election of Board members, shareholders, who together represent around 45 percent of the votes of the total number of company shares, have informed the company that they propose
- that the Board shall consist of eight ordinary members and no deputy members; - that the Board of Directors for the period up to end of the next annual general meeting receive a fee of SEK 2 350 000, which, according to the decision of the Board, be distributed between the Board members elected at the meeting with the exception of members employed by the company; - that the auditor is paid for work performed as invoiced; and - for re-election ordinary Board members Anders Scharp, Sune Carlsson, Soren Gyll, Helmut Werner, Vito H Baumgartner, Ulla Litzen, Philip N Green and Clas Ake Hedstrom.
Proposal under item 16
Under this item individual shareholders have by letter to the company conveyed two proposals.
The Third AP-fund has informed the company that, after discussions with some other major shareholders, they propose that "the Annual General Meeting decides to introduce a continuous and voluntary possibility for holders of SKF A shares to convert their shares to B shares."
Mr. Dan Cramling proposes "that a voluntary conversion from A shares to B shares should be possible and that anyone who wishes to convert shares shall pay the costs associated with the conversion".
Shareholders, representing around 45 % of the votes of the total number of company shares and around 25 % of the total number of company shares, have in a press release announced that they intend to support the proposal of the Third AP-fund regarding an introduction of a conversion right.
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