Shareholders who wish to participate in the proceedings of the General Meeting of Shareholders must:

 

(a)    be recorded in their own name in the share register maintained by VPC AB not later than by Friday, August 8, 2003, and;

 

(b)    file notice of their desire to attend not later than 3:00 p.m., Thursday, August 14, 2003 under address Addtech AB (publ), P.O. Box 602, SE-101 32 Stockholm, Sweden, by telephone +46-8-470 49 00, fax +46-8-470 49 01, or by e-mail info@addtech.com. Such notice must contain the name of the shareholder, personal registration number (organization number), address, telephone and the number of shares represented.

In order to exercise their voting rights, shareholders whose shares are registered in the name of a bank's trust department, or in the name of a stockbroker as nominee, must temporarily register their shares in their own name. Such registration must be completed not later than by Friday, August 8, 2003.

 

1.     Opening of the Meeting.

2.     Election of Chairman to preside over the Meeting.

3.     Compilation and approval of Electoral Register.

4.     Approval of the agenda proposed by the Board of Directors for the Meeting.

5.     Election of one or two persons to approve the Minutes to be taken at the Meeting.

6.     Determination of whether or not the Meeting has been duly called.

7.     Presentation of the Annual Accounts and the Audit Report, and the consolidated financial statements and the consolidated audit report.

8.     Address of the President.

9.     Resolutions

        a)      on adoption of the Statement of Income and the Balance Sheet, and of the Consolidated Statement of Income;

        b)      on allocation of the Company's earnings according to the duly adopted Balance Sheet; and,

        c)      on discharge from liability for the members of the Board of Directors and the President.

10.   Determination of the number of directors and deputy directors.

11.   Ratification of fees for the Board of Directors and the Auditors.

12.   Election of Directors and, possibly, deputy directors.

13.   Matter of committee for nomination for future election of directors.

14.   Resolution regarding reduction of share capital through cancellation.

15.   Resolution regarding amendment of Articles of Association.

16.   Resolution regarding issuance of class C shares.

17.   Resolution regarding reduction of share capital through redemption of class C shares and transfer to the legal reserve.

18.   Resolution regarding authorization of approval of Minutes.

19.   Proposal of the Board of Directors for authorization for the Board of Directors to decide on repurchase and conveyance of the Company's own shares.

20.   Resolution regarding sales according to the LEO Act.

21.   Other issues.

22.   Adjournment.

 

 

 

The Board of Directors proposes a dividend of SEK 1.50 per share and Friday, August 22, 2003 as record day for receiving dividend. Subject to the Meeting's approval of this proposal, the dividend is expected to be remitted by VPC August 27, 2003 to shareholders of record on the record day.

 

Addtech currently holds 2 081 400 of its own class B shares in treasury. Under the resolution of the Board of Directors, the share capital will be reduced by SEK 2 700 000 through cancellation without repayment of 1 350 000 class B shares that the Company has repurchased on the strength of prior AGM resolutions. The purpose of the reduction is to transfer the amount by which the share capital is reduced to unrestricted equity.

 

The main feature of the proposal of the Board of Directors is the introduction of a new class of shares, class C, which can be issued in a maximum number of 10 percent of the total number of shares outstanding. Class C shares entitle their holders to one (1) vote per share and no rights to dividends. Class C shares do not entitle their holders to receive stock dividends. On liquidation of the company, class C shares entitle their holders to a like share of the Company's assets as other shares, but not in a higher amount than the nominal amount of the share, plus an interest factor until the day of liquidation of 30 day STIBOR plus 0.5 percentage points. Class C shares are redeemable at the initiative of the Company or from the holders of class C shares. At redemption, the redemption price will amount to the nominal amount of the share, plus an interest factor until the day of redemption of 30 day STIBOR plus 0.5 percentage points. The proposal is prompted by the proposal of the Board of Directors to issue new class C shares. See item 16 below.

 

Under the proposal of the Board of Directors, 1 350 000 class C shares will be issued. In a departure from the preferential rights of shareholders, all shares will be subscribed for by Svenska Handelsbanken, who has undertaken to submit all shares thus subscribed for redemption according to item 17 of the agenda. The issue price will be equivalent to the nominal amount of the share, SEK 2.00.

 

The reason for departure from the preferential rights of shareholders for the issue is that if the Company receives funds in connection with the issuance of class C shares, the decision to reduce the share capital through cancellation of shares according to item 14 in the agenda can take place without obtaining approval by the court and without the delay entailed in such a process.

 

The Board of Directors proposes that the share capital be reduced by SEK 2 700 000 through redemption of all the class C shares issued under item 16 above for repayment to the shareholders. An amount of SEK 2 700 000 will be transferred from unrestricted equity to the legal reserve.

 

The proposal of the Board of Directors means that the Company's President together with the Chairman of the Board of Directors are authorized to make minor adjustments to the resolutions under items 14-17 as may be required for registration purposes.

 

The Board of Directors proposes that the Annual General Meeting passes a resolution authorizing the Board of Directors to decide - during the period until the next following regularly scheduled annual general meeting - to repurchase the maximum number of class B shares whereby the Company's holding of its own shares would not exceed 10 percent of the number of shares outstanding from time to time. Purchases shall be effected over Stockholmsbörsen at the price quoted at the time of purchase.

 

The Board of Directors further proposes that the Annual General Meeting authorizes the Board of Directors - during the period until the next following regularly scheduled annual general meeting - to sell its own shares held in treasury in conjunction with future acquisitions of companies or businesses in ways other than over the Stockholmsbörsen. The authorization may be exercised on one or more occasions and includes any and all shares held in treasury by the Company at the time of the resolution of the Board of Directors. The authorization includes a right to decide on a departure from the preferential right of shareholders and that payment may be effected in forms other than money.

 

The purpose of repurchasing own shares is to enable the Company to make adjustments to the Group's capital structure, and to enable the Group to pay for acquisitions using own shares. Holdings of shares in treasury also secure the Company's undertaking according to the option program for members of senior management resolved in December 2001.

 

a)    TestPoint AB, which is a wholly owned subsidiary in business area Addtech Equipment, has concluded an agreement to convey all shares in EnvoControl AB to Starta eget boxen 3747 AB, under name-change to BRO Invest AB, for a total of MSEK 3.5. EnvoControl AB had sales during the 2002/2003 financial year of MSEK 29, with a result after net financial items of MSEK -0.1.

b)         Addtech A/S, which is a wholly owned subsidiary in the Addtech AB Group has concluded an agreement to sell 51 percent of the shares outstanding in Betech Seals HmbH to Franz Senn for a total of EUR 1. Franz Senn already owns 49 percent of the shares outstanding in Betech Seals HmbH. Betech Seals HmbH had sales during the 2002/2003 financial year of about MSEK 2, with a result after net financial items of MSEK -0,8.

Since the buyers under a) as well as b) above have the kind of position referred to in Section 4, first paragraph 1-6 of the act on certain private placements in publicly traded companies (the LEO Act), the approval of the Annual General Meeting in Addtech AB is required for each respective conveyance to be valid. The sales are thus subject to approval by the Annual General Meeting in Addtech AB. The Board of Directors in Addtech AB has unanimously approved the sales.

Appraisal certificates and other information regarding the companies in question, and statements prepared by the Board of Directors on the conveyances will be held available to the Company's shareholders at the Company's offices beginning August 5, 2003.

Nine tenths of the votes tendered and shares represented at the Annual General Meeting are required for a valid resolution under item 20.

 

The complete proposal of the Board of Directors for the resolutions under items 14-17 and 19-20 in the agenda will be made available at the Company from Tuesday, August 5, 2003.

 

The nomination committee, consisting of Anders Börjesson, Tom Hedelius, Marianne Nilsson as representative of Robur Fonder and Pär Stenberg, propose the following with respect to items 10-12 above:

 

Five regular members with no alternates.

 

Directors fees of SEK 800 000 to be distributed as determined by the Board of Directors.

 

            Audit fees will be paid pursuant to approved invoice.

 

Re-election of Directors Roger Bergqvist, Anders Börjesson, Tom Hedelius, Urban Jansson and Lars Spongberg.

 

Shareholders together representing more than 41 percent of the total number of votes have declared that they intend to vote in favor of the proposal of the nomination committee as set forth above.

 

The Swedish Shareholders Association has proposed that a nomination committee be appointed by the Annual General Meeting. The committee should consist of directors independent of the Company and should represent the Company's owners at the Annual General Meeting. A representative of the smaller shareholders is proposed to be a member of the committee.

 

Shareholders together representing more than 41 percent of the total number of votes have advised that they intend to move the rejection of such a proposal, instead proposing that Annual General Meeting resolves to authorize the Chairman of the Board of Directors to appoint members among major shareholders, who together with the Chairman would constitute a committee for nomination for future election of directors.