Extraordinary General Meeting of Seco Tools AB
Shareholders of Seco Tools Aktiebolag are convened to the Extraordinary General Meeting to be held on Friday, 17 February 2012, at 16:00 p.m. at Seco Tools, Björnbacksvägen 2, Fagersta, Sweden.
RIGHT TO PARTICIPATION
In order to be entitled to participate in the Meeting, shareholders must be recorded in the share register maintained by Euroclear Sweden AB not later than Saturday, 11 February 2012. Shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB well in advance of Saturday, 11 February 2012, when such registration must be completed. 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 Company in writing to Seco Tools AB, Ekonomi, SE-737 82 Fagersta, Sweden, by telephone +46 (0)223-401 21/401 22 weekdays 9:00 a.m.-12:00 p.m. and 1:00-4:00 p.m., or by Internet via Seco Tools’ website (www.secotools.com/notification). Notification must be received by Seco Tools AB not later than Monday, 13 February 2012.
When registering, shareholders must provide their name, personal identity or corporate registration number, address, telephone number and the names of any advisors. If the shareholder intends to participate through a proxy, a form of proxy must be submitted well in advance of the Meeting. Proxy forms can be downloaded from the Company’s website (www.secotools.com/proxy).
AGENDA
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Approval of the agenda.
6. Determination of whether the Meeting has been duly convened.
7. Resolution regarding the number of Board members.
8. Resolution regarding fees to be paid to the Board of Directors.
9. Election of the Board of Directors and Board Chairman.
10. Closing of the Meeting.
PROPOSALS FOR RESOLUTION
Item 7 - Number of Board members
Sandvik AB, which following its public offer for Seco Tools AB controls more than 90 percent of the votes in Seco Tools AB, proposes that the Board shall consist of four Board members elected by the general meeting.
Item 8 - Resolution regarding fees to be paid to the Board of Directors
Sandvik AB proposes that the Board members are not to be remunerated.
Item 9 - Election of the Board of Directors and Board Chairman
Sandvik AB proposes that Andreas Evertz, Ola Salmén, Bo Severin and Anders Thelin are elected as members of the Board and that Andreas Evertz is elected Chairman of the Board.
The proposed Board members are members of the Group Executive Management of Sandvik AB. Additional information about them will be available on Seco Tools’ website, www.secotools.com.
SHARES AND VOTES
The Company has a total of 145,467,690 shares and a total of 536,967,690 votes.
INFORMATION AT THE EXTRAORDINARY GENERAL MEETING
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or the Company’s relations to other group companies.
Fagersta, January 2012
SECO TOOLS AKTIEBOLAG (publ)
The Board of Directors