Annual General Meeting of Seco Tools AB
The shareholders in Seco Tools AB are hereby invited to attend the Annual General Meeting at 1:00 p.m. on Thursday, 26 April 2007, at Folkets Hus in Fagersta, Sweden.
RIGHT OF PARTICIPATION
To participate in the Meeting, shareholders must be recorded in the share register maintained by VPC AB (the Nordic Central Securities Depository) no later than Friday, 20 April 2007. In order to be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own name with VPC AB no later than Friday, 20 April 2007. Note that this procedure also applies to shareholders who use bank custody accounts and/or who trade via the Internet.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the Meeting must notify the Board by writing to Seco Tools AB, Finance Department, SE-737 82 Fagersta, Sweden; by telephone +46 (0)223-401 01 weekdays 9:00 a.m.-12:00 p.m. and 1:00-4:00 p.m., by fax +46 (0)223-402 00 or by Internet via Seco Tools’ website (www.secotools.com/notification). Notification must be received by Seco Tools AB no later than 3:00 p.m. on Friday, 20 April 2007.
When registering, please provide your name, personal identity or corporate registration number, address and telephone number, and the names of any assistants. If participation is to be made through proxy, a form of proxy must be submitted in good time prior to the Meeting.
AGENDA
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Drawing up and approval of the voting list.
4. Election of minutes-checkers.
5. Approval of the Agenda.
6. Address by the President.
7. Approval of the voting list.
8. Determination of whether the Meeting has been duly convened.
9. Presentation of the annual report, the audit report, the consolidated financial statements and consolidated audit report.
10. Decision regarding adoption of the income statements and balance sheets of the Parent Company and the Group.
11. Decision regarding discharge from liability for the members of the Board of Directors and the President.
12. Decision regarding appropriation of the Company’s profits according to the adopted balance sheet and decision on the record date for dividends.
13. Decision regarding the number of Board members and deputies.
14. Decision regarding fees to be paid to the Board of Directors and Auditors.
15. Election of Board members and the Board Chairman.
16. Adoption of the Board’s proposed principles for remuneration and other terms of employment for the executive management.
17. Proposed Nominating Committee, etc., ahead of the 2008 Annual General Meeting.
PROPOSALS FOR DECISION
Item 12 – Dividend
The Board proposes a regular dividend of SEK 3.80 per share and an extra dividend of SEK 2.20 per share. The proposed record date is Wednesday, 2 May 2007. If the Meeting approves this proposal, the dividend will be disbursed by VPC (the Nordic Central Securities Depository) on Monday, 7 May 2007.
Items 2, 13-15 – Chairman of the Annual General Meeting, number of Board members, fees to the Board and Auditors and election of Board members
The Nominating Committee has consisted of committee chairman Lars Pettersson (Sandvik AB), Ramsay J. Brufer (Alecta), Tor Marthin (AMF), Marianne Nilsson (Robur) and Board Chairman Gunnar Björklund. The Nominating Committee has determined that the current size of the Board is the most appropriate and has otherwise based its recommendations for election of the Board Chairman and Board members on the competencies and experience required by the Company. The Nominating Committee has found that the sitting Board meets these criteria. One Board member, the Board Chairman Gunnar Björklund, has declared an intention to leave his position on the Board. Anders Ilstam is proposed as the new Chairman. Following discussions on the required qualifications for the new member and after conducting interviews, the Nominating Committee recommends that the vacant seat on the Board be filled by Staffan Jufors, President and CEO of Volvo Truck Corporation.
The Nominating Committee proposes the following:
Item 2: Election of Board Chairman Gunnar Björklund as Chairman of the Annual General Meeting.
Item 13: Eight regular Board members and no deputies.
Item 14: Payment of total Board fees of SEK 1,600,000, of which SEK 400,000 to the Chairman and SEK 200,000 to each Board member not employed by the Company. It is also proposed that total fees of SEK 175,000 be paid for work in the Audit Committee, of which SEK 75,000 to the chairman of the Audit Committee and SEK 50,000 to each of the other members. It is further proposed that fees to the auditors be paid according to current account.
Item 15: Re-election of Board members Annika Bäremo, Stefan Erneholm, Jan-Erik Forsgren, Anders Ilstam, Carina Malmgren Heander, Carl-Erik Ridderstråle and Kai Wärn, and election of Staffan Jufors.
Election of Anders Ilstam as Chairman of the Board.
Item 16 – Adoption of the Board’s proposed principles for remuneration and other terms of employment for the executive management
The proposal is designed to ensure that the Company can offer a globally market-based level of compensation that enables Seco Tools to attract and retain qualified staff for its executive management.
The total remuneration package consists of fixed salary and variable salary made up of one annual and one long-term component, as well as pension benefits and other benefits. Fixed salary, which is individual and differentiated on the basis of responsibilities and performance, is set according to market-based principles and is subject to yearly review. The variable component is based on the attainment of annual performance targets that are related to the Company’s earnings trend and attainment of other key objectives. For the executive management, the yearly variable portion may not exceed 30-60% of fixed salary and the long-term variable portion may not exceed 20-40%.
Pension benefits for members of the executive management normally consists of three parts, a basic component comprising the ITP plan with a contractual retirement age of 65 years, a supplementary premium-based pension and a defined benefit pension payable between the ages of 60 and 65 years for the President and between 62 and 65 years for other members of the executive management. Termination benefits are payable in the event of termination of employment on the part of Seco Tools, provided that dismissal is not due to criminal negligence. Any income from employment is deducted from the termination benefits, which correspond to between 12 and 18 monthly salaries for individuals under the age of 55 years and between 18 and 24 monthly salaries for individuals over the age of 55 years.
The Board shall have the right to deviate from the guidelines adopted by the AGM when there is special reason in an individual case. The senior executives covered by the proposal include the President and the other members of the Group Executive Management.
The Board’s final proposal for decision by the 2007 Annual General Meeting was adopted on 9 March 2007.
Item 17 – Proposed Nominating Committee, etc., ahead of the 2008 Annual General Meeting
The Nominating Committee proposes the following:
The Nominating Committee shall consist of the Board Chairman and one representative for each of the four largest shareholders in terms of voting power. The Board Chairman is convener. The composition of the Nominating Committee shall be announced as soon as it has been established. The chairman of the Nominating Committee shall be the member representing the largest shareholder in terms of voting power. The Nominating Committee shall serve until the next Nominating Committee has been appointed.
The tasks of the Nominating Committee are to make recommendations regarding election of chairman of the AGM, the number of Board members, fees to Board members and auditors, election of Board members and the Board Chairman, the number of auditors and election of auditors, and recommendations for the appointment and responsibilities of a Nominating Committee ahead of the 2009 AGM.
In the event that a member leaves the Nominating Committee before completing his/her assignment, a replacement may be appointed by the same shareholder if deemed necessary.
In the event that a shareholder who has appointed a member to the Nominating Committee has significantly reduced its holding in the Company, such member may resign and a representative for the shareholder next in order of size be given the opportunity to replace this member if deemed necessary by the Nominating Committee. If ownership conditions should otherwise change significantly before the Nominating Committee has fulfilled its duties, it shall be possible to change the composition of the Committee, if the Committee so decides and in a manner deemed appropriate by the Committee.
The Company shall provide reasonable compensation for cost incurred in connection with the performance of the Nominating Committee’s duties. No fees shall be paid to the members of the Nominating Committee.
DOCUMENTS
The annual report, audit report, the Board of Directors’ complete proposal for decision on principles for remuneration and other terms of employment for the executive management, etc., will be available two weeks prior to the Meeting at Seco Tools AB and on the Company’s website www.secotools.com. These documents will be sent free of charge to those shareholders who so request.
Fagersta, Sweden, March 2007
SECO TOOLS AB; (publ)
The Board of Directors
For additional information, contact Kai Wärn, President and CEO,
telephone +46 (0)223-401 10 or Patrik Johnson, CFO, telephone +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 & Corporate Governance” on 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 to the Group’s head office is +46 (0)223-400 00.