Notice of Annual General Meeting on April 22, 1999

Notice of Annual General Meeting on April 22, 1999 Due to the new and changed registration contract with the Stockholm Stock Exchange, AB SKF is taking this opportunity to announce the contents of the Notice convening the Company's Annual General Meeting on April 22, 1999. Göteborg, April 1, 1999 Aktiebolaget SKF (publ.) Enclosure: Notice of Annual General Meeting For further information, please contact: Lars G Malmer, SKF Group Communication, tel +46-31-3371541, +46-705-371541 Aktiebolaget SKF, SE-415 50 Göteborg, Sweden tel +46-31-3371000, fax +46-31-3372832, www.skf.com 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, Göteborg, Sweden, at 3.30 p.m. on Thursday April 22, 1999. Annual General Meeting For the right to participate at the meeting, shareholders must be recorded in the shareholders' register kept by the Securities Register Centre (VPC AB) by Monday April 12, 1999 and must notify the company before 12 noon on Monday April 19, 1999, preferably in writing, otherwise by telephone (AB SKF, Group Legal, SE-415 50 Göteborg, Sweden, tel. +46 31 337 24 36, fax +46 31 337 16 91) of their intention to attend, giving details of name, address, telephone number and registered shareholding. 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 through the trustee department of a bank 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 12, 1999. 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 Opening of the Annual General Meeting. Election of a chairman for the meeting. It is proposed that Anders Scharp be elected chairman for the meeting. Drawing up and approval of the voting list. Approval of agenda. Election of persons to verify the minutes. Consideration of whether the meeting has been duly convened. Presentation of annual report and audit report as well as consolidated accounts and audit report for the Group. Address by the President. The matter of adoption of the income statement and balance sheet and consolidatedincome statement and consolidated balance sheet. 10.Resolution regarding distribution of profits. The Board of Directors proposes a dividend for the financial year 1998 of 2 kronor pershare. It is proposed that shareholders with holdings recorded on April 27, 1999 beentitled to receive the said dividend. Subject to acceptance by the Annual GeneralMeeting, it is expected that the Securities Register Centre will send out notices ofpayment to recorded shareholders and listed depositaries on May 4, 1999. The matter of discharge of the members of the Board and the President from liability. It is proposed that the Board members and the President in accordance with the recommendation of the auditor are discharged from liability for the financial year. Changes to the Articles of Association The Board of Directors proposes that the Articles of Association be changed so that §§ 6 (second paragraph), 7, 10, 12, 14 and 15 will have the following wording §6 (second paragraph) In a vote at a general meeting, each Series A share shall carry one vote and each Series B share 1/1000 1/10 of a vote. §7 Any person entered in the share register or in a list pursuant to Section 3, sub-section 12 of the Swedish Companies Act (1975:1385) on the stipulated recording date, shall be deemed to be entitled to receive a dividend, issue certificate and - in the event of a bonus issue - new share(s) certificate(s) due to the holder and to exercise the shareholder's preferential right to take part in an issue. §10 The Company shall have one or two auditors and a maximum of two deputy auditors. are appointed at the annual general meeting for the period up to the end of the next annual general meeting. §12 Notice to attend a general meeting and other notices to shareholders shall be in the form of an announcement inserted once in a daily newspaper appearing Post- och Inrikes Tidningar and in Dagens Nyheter or in other national newspaper. in Gothenburg and once in a daily newspaper appearing in Stockholm. Notice to a attend an annual general meeting and notice to attend an extra general meeting where an issue relating to a change of the Articles of Association will be dealt with shall be issued no earlier than six weeks and no later than four weeks prior to the general meeting. Notice to attend another kind of extra general meeting shall be issued no earlier than six weeks and no later than two weeks prior to the general meeting. The prescribed convocation procedure shall take place no earlier than four weeks and no later than two weeks prior to the general meeting. §14 The annual general meeting shall be held once a year in April or May. The following matters shall be dealt with at the annual general meeting: 1) election of a chairman for the meeting, 2) drawing up and approval of the voting list, 3) approval of agenda, 4 3) election of persons to verify the minutes, 5 4) consideration of whether the meeting has been duly convened, 6 5) presentation of the annual report, audit report, consolidated accounts and audit report for the Group, 7 6) the matter of adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet, 8 7) decisions arising from the Company's profit or loss according to the adopted balance sheets, 9 8) the matter of discharge of the members of the Board and the President from liability, 10 9)determination of the number of Board members, and deputy Board members, and where appropriate auditors and deputy auditors, 11 10) determination of fees for the Board of Directors and auditors, 12 11) election of Board members, and deputy Board members, and where appropriate auditors and deputy auditors, 13 12) other matters that have been duly referred to the general meeting. §15 Any shareholder wishing to attend a general meeting shall notify the Company no later than 12 noon on the day specified in the notice to attend the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and shall not fall earlier than the fifth weekday prior to the general meeting. A shareholder may, at the general meeting, bring one or two assistants, yet only if the shareholder has notified the Company hereof according to the previous paragraph. The proposed changes of § 6 second paragraph of the Articles of Association mean that the voting rights for B shares are changed from 1/1000 of a vote per B share to 1/10 of a vote per B share. For the general meeting to decide on such a change of the voting power, the proposal must be supported by two thirds of the votes given and the shares represented at the general meeting as well as by half of all A shares and nine tenths of the A shares represented at the general meeting. 13. Determination of number of Board members and deputy members. It is proposed that the Board shall consist of eight ordinary members and no deputy members. 14. Determination of number of auditors and deputy auditors and auditor's term of office. It is proposed that one auditor without deputy is elected for the period up to the end of the general meeting, pursuant to Section 9, sub-section 7 first paragraph of the Swedish Companies Act, held in the financial year 2001. 15. Determination of fee for the Board of Directors. It is proposed that the Board of Directors for the period up to end of the next general meeting receive a fee of 2 350 000 kronor, which, after agreement, be distributed between the Board members elected at the meeting with the exception of a member employed by the company. 16. Determination of fees for the auditors. It is proposed that the auditor is paid for work performed as invoiced. 17. Election of Board members and deputy Board members. Shareholders, who together represent more than 30 percent of the share capital and 50 percent of the votes of the total number of company shares, have informed the company that they recommend for re-election ordinary Board members Anders Scharp, Giovanni Mario Rossignolo, Per-Olof Eriksson, Sune Carlsson, Sören Gyll, Helmut Werner, Vito H Baumgartner and Ulla Litzén. Mauritz Sahlin has declined a re- election. 18. Election of auditors and deputy auditors. It is proposed that the auditing company Arthur Andersen AB be re-elected as auditor. In accordance with Section 9, sub-section 14 of the Swedish Companies Act, a written notice according to the above will be sent to every shareholder whose postal address is known to the Company. Göteborg, April 1999 Aktiebolaget SKF (publ) The Board of Directors ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/1999/04/01/19990401BIT00030/bit0001.doc http://www.bit.se/bitonline/1999/04/01/19990401BIT00030/bit0002.pdf