Sandvik AB's Annual General Meeting 2005
Sandvik AB's Annual General Meeting in Sandviken on 3 May 2005 approved the Board's proposed dividend of SEK 11 per share for the fiscal year 2004.
Monday, 9 May 2005 was determined as the record date for payment of the dividend. The dividend is expected to be distributed through VPC (Swedish Securities Register Center) on Thursday, May 12, 2005.
Attorney Sven Unger was elected Chairman of the Meeting. Clas Åke Hedström, Chairman of the Board, reported in his address on the role and work of the Board and the work and function of the Remuneration Committee. Anders Nyrén, Chairman of the Audit Committee, reported on the Audit Committee's work, and Carl-Olof By, Chairman of the Nomination Committee, reported on the work of the Nomination Committee.
In his address, Lars Pettersson, President and CEO, commented on fiscal year 2004 and the first quarter of 2005. He also presented the Group's business concept and future development. With a strong product portfolio, focused R&D activities, and a broad and global customer base, Sandvik is well-positioned for continued profitable growth. The Group's financial strength also makes it possible to conduct a generous dividend policy and an expansive investment strategy.
The address is available (in Swedish) in its entirety here as an on-demand recording. The script in English, with presentation slides, can also be downloaded as PDF.
Georg Ehrnrooth, Clas Åke Hedström, Sigrun Hjelmquist, Egil Myklebust, Arne Mårtensson, Lars Nyberg, Anders Nyrén and Lars Pettersson were re-elected as members of the Board. Clas Åke Hedström was elected Chairman of the Board.
The employee representatives appointed to the Board are Bo Boström and Göran Lindstedt as Board members and Birgitta Karlsson and Bo Westin as deputy members.
Decision on changes to the Articles of Association
The Meeting approved the removal of the current wording in section 6 of the Articles of Association. The reasons for the introduction of section 6 are now essentially satisfied by the rules on mandatory offers contained in the Industry and Commerce Stock Exchange Committee's rules on public offers for share acquisition.
The Meeting also approved the removal of section 9 in the Articles of Association. The reason for this is that it is no longer appropriate to have special decision and majority rules, in addition to the rules of the Companies Act, for the divestment of fixed assets.
Decision on redemption of shares
The Meeting resolved to make an offer to the company's shareholders to redeem shares in an amount of approximately SEK 4 billion. This offer is based on the company's strong balance sheet and the Board's effort to contribute to increased shareholder value.
The redemption offer is conditional on an Extraordinary General Meeting in Sandvik resolving on, among other things, reduction of the share capital with a statement of definite reduction amount, definite number of shares that the redemption comprises and redemption amount. The Extraordinary General Meeting is intended to be held on June 28, 2005.
Provided that the offer is fully accepted, Sandvik's share capital will be reduced by SEK 59.3 M through the redemption of 9.9 million shares. Sandvik owns approximately 16.5 million shares in the company and these are not included in the offer. The Sandvik Board also intends to propose that the Extraordinary General Meeting approve the cancellation of all shares repurchased earlier. Following redemption and cancellation of the repurchased shares, the share capital will amount to not less than SEK 1,423 M divided among not less than 237.2 million shares.
The terms and conditions and details of the proposal are described in greater detail in a separate press release: "Offer to redeem shares in Sandvik AB."
Decision on Nomination Committee
The Meeting decided that the Nomination Committee for the period until the next Annual General Meeting shall comprise a representative for each of the four largest shareholders, as well as the Chairman of the Board. The Chairman of the Board is the convener.
The composition of the Nomination Committee for the election of the Board in 2006 shall be published as soon as it is appointed, but not less than six months prior to next year's Annual General Meeting. The Chairman of the Nomination Committee shall be the member representing the largest shareholder. No fee shall be paid to the Nomination Committee.
The Nomination Committee shall prepare proposals regarding the Chairman of the Meeting, the number of Board members, fees for the Board members and auditors, and propose Board members and the Chairman.
Statutory Board meeting
A statutory Board meeting was held after the Annual General Meeting. Anders Nyrén (Chairman), Georg Ehrnrooth and Sigrun Hjelmquist were appointed members of the Audit Committee. Clas Åke Hedström (Chairman), Arne Mårtensson and Egil Myklebust were appointed members of the Remuneration Committee.
Pasi Kangas and Ad Raatgeep from the Sandvik Materials Technology business area received the Wilhelm Haglund Medal for 2005 and were named the Group's product developers of the year. They were rewarded for the development of Sandvik Safurex, a new and patented stainless-steel material that revolutionized the manufacture of urea (inorganic fertilizer) globally. In order to keep the strain in this corrosive production environment under control, oxygen had to be added, which resulted in a theoretical risk of explosion. With Sandvik Safurex, this risk is eliminated and safety is increased considerably.
View an on-demand webcast of the presentation (in Swedish).
Sandviken, 3 May 2005
Sandvik AB; (publ)