Shareholders in Sandvik Aktiebolag are hereby called to the Annual General Meeting of the Company to be held on Thursday, 6 May 2004, at 6:00 p.m. at the Ice Stadium, Jernvallen, Sandviken, Sweden.
Shareholders who wish to participate in the Meeting should notify the Board of Directors by mail addressed to Sandvik AB, Legal Affairs, SE-811 81, Sandviken, Sweden, or by telephone, +46 (0)26-26 09 40 weekdays between 9 a.m. and 4 p.m. or telefax, +46 (0)26-26 10 86, or via the Internet on the Group's website (www.sandvik.com). Such notification must be received by Sandvik AB not later than 3:00 p.m., 29 April 2004. To be eligible to participate in the Meeting, shareholders must be recorded in the share register maintained by VPC AB (Swedish Securities Register Center) as of 26 April 2004. Shareholders whose shares are registered in the name of a trustee must have temporarily re-registered the shares in their own name as of 26 April 2004 to be entitled to participate in the Meeting. Note that this procedure also applies to shareholders who utilize bank shareholder deposit accounts and/or trade via the Internet.
Please provide name, personal registration or corporate registration number, address, telephone number and information regarding any assistants when providing notification. If participation is by proxy, the proxy must be forwarded prior to the Annual General Meeting.
- Meeting is opened.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of minutes-checkers.
- Determination of whether the Meeting has been duly convened.
- Presentation of the annual report and auditors' report and the consolidated financial statements and consolidated auditors' report, including:
- report on the work of the Board, the remuneration committee's and the audit committee's work and function,
- presentation by the president.
- Motion on adoption of the income statement and balance sheet and the consolidated income statement and balance sheet.
- Motion on the discharge of the members of the Board of Directors and of the President from liability for the fiscal year.
- Decision on the disposition of the profits shown in the balance sheet adopted by the Meeting and decision on the record date.
- Determination of the number of Board Members and Deputies.
- Determination of the fees to be paid to Board members.
- Election of the members of the Board.
- Decision on change in the Articles of Association.
- Decision on the number of auditors and deputy auditors.
- Determination of the fees to be paid to the auditors.
- Election of Auditors and deputy auditors.
- Nominating Committee.
- Authorization for the Board to decide on purchases of own shares.
Point 10 - Dividend
The Board of Directors proposes a dividend for fiscal 2003 of SEK 10.50 per share, with
11 May 2004 proposed as the record date for payment of the dividend. If the Meeting approves this proposal, it is estimated that the dividend payments will be distributed by the Swedish Securities Register Center (VPC) on 14 May 2004.
Points 11-13 - Board of Directors
The Nominating Committee has comprised representatives of the four largest shareholders, namely Carl-Olof By, Industrivärden, Curt Källströmer, Handelsbanken Pension Foundation and Pension Funds, Marianne Nilsson, Robur and Lars Otterbeck, Alecta, as well as Board Chairman Clas Åke Hedström. The Nominating Committee proposes the following:
Eight Board members and no Deputy members
Remuneration for the Board is proposed in that the Chairman receives SEK 975,000 and other Board members, who are not employed by the Company, shall each receive SEK 325,000 plus a fee for committee work of not more than SEK 200,000 to be distributed as decided by the Board between the Board members who are included in committees established by the Board.
Re-election of Board members Georg Ehnrooth, Clas Åke Hedström, Sigrun Hjelmquist, Egil Mycklebust, Arne Mårtensson, Lars Nyberg, Anders Nyrén and Lars Pettersson.
Point 14 – Change in Articles of Association
The Board proposes that the Articles of Association be changed so that the lowest number of auditors be one instead of two and that a deputy auditor not be obligatory. It is proposed that §8 of the Articles of Association be worded as follows:
The Meeting shall appoint not less than two and not more than three auditors, with the same number of deputies to them. The Meeting may also appoint one auditor, without deputy, if the Meeting appoints a registered auditing firm as auditor. Election of auditor is carried out at the Annual General Meeting and is effective through to the closing of the Annual General Meeting that is held during the fourth fiscal year after the auditor election."
Points 15-17 - Auditors
The Nominating Committee proposes the following:
One auditor and no deputy, under the condition that the Meeting resolves in accordance with the change in the Articles of Association as stated in the Board's proposal in Point 14; however, for the period until the Meeting's decision on a change in the Articles of Association is registered, two auditors and two deputy auditors is proposed.
Fees to the auditors be paid as invoiced.
New election of the registered auditing company KPMG Bohlins AB, under the condition that the Meeting decided on the change in the Articles of Association as stated in the Board's proposal in Point 14; however, for the period until the Meeting's decision on a change in the Articles of Association is registered, it is proposed that the Board also elect Authorized Public Accountant Bernhard Öhrn as auditor and elect Authorized Public Accountants George Pettersson and Joakim Thilstedt as deputy auditors.
Point 18 – Nominating Committee
a. The Nominating Committee proposes the following:
One representative of each of the four largest shareholders, who may not be members of the Board of the Company, shall jointly with the Board Chairman constitute the Nominating Committee for the period up to the end of the next Annual General Meeting. The Board Chairman is the convener. Thereafter, the Committee elects a Chairman for the Committee. Prior to the election of the Board in 2005, the composition of the Nominating Committee shall be announced in conjunction with the publication of the Company's report on the third quarter of 2004. No fees shall be paid to the members of the Nominating Committee. The Nomination Committee shall prepare proposals regarding the number of Board members and auditors, fees to the Board and auditors, election of the Board and as appropriate election of the auditors.
b. Sveriges Aktiesparares Riksförbund (Swedish Shareholders' Association) proposes the following:
The Annual General Meeting shall elect a Nominating Committee. It should comprise three to five persons independent of the Company and represent the Company's owners. It is proposed that a representative for the small shareholders be included in the Committee.
Point 19 – Purchase of Own Shares
The Board of Directors proposes that the Board be authorized to decide on the purchase of the Company's own shares. The proposal means mainly that the Board shall be authorized to decide, prior to the next Annual General Meeting, to purchase a maximum number of shares that the Company's holding at any given time does not exceed 10% of all shares in the Company. The buy-back shall be effected on Stockholmsbörsen (Stockholm Exchange) and is a step toward adjusting the Company's capital structure in accordance with established financial objectives. The Board's complete proposal for decision will be made available at the Company two weeks prior to the Meeting.
Shareholders representing approximately 30% of the votes for the total number of shares outstanding in the Company have stated that they intend to vote in favour of the Board's and Nominating Committee's proposals as above.
PROGRAM FOR SHAREHOLDERS
Registration for the Annual General Meeting will commence at 3:30 p.m., with music and presentations from 4:00 p.m.
Sandviken, April 2004
SANDVIK AKTIEBOLAG; (PUBL)
Board of Directors