Annual General Meeting of Sandvik AB
The shareholders of Sandvik AB are hereby called to the Annual General Meeting of the Company to be held on Tuesday, 7 May 2002, at 3:00 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. Such notification must be received by Sandvik AB not later than 3:00 p.m. Tuesday, 30 April 2002. 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 Friday, 26 April 2002. Shareholders whose shares are registered in the name of a trustee must have temporarily re-registered the shares in their own name not later than 26 April 2002 to be entitled to participate in the Meeting.
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.
- Election of Chairman of the Meeting.
- Preparation of the list of shareholders entitled to vote at the Meeting.
- Approval of the Agenda.
- Address by President Clas Åke Hedström.
- Approval of the list of shareholders entitled to vote.
- 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.
- 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 to be made of the profits shown in the balance sheet adopted by the Meeting.
- Determination of the number of Board Members and Deputies.
- Determination of the number of Auditors and Deputy Auditors.
- Determination of the fees to be paid to Board members and Auditors.
- Election of the members of the Board and Deputies.
- Election of Auditors and Deputy Auditors.
- Authorization of the Board to decide on purchases of own shares.
Shareholders representing approximately 25% of the number of votes for the total number of shares in the Company have stated that, regarding points 12-16 specified in the above agenda, they intend to vote in favor of the following proposals. In accordance with principles applied for many years in the Company, the proposals have been prepared by the Board Chairman as well as representatives of the four largest owners.
Point 12: Eight Board Members and no deputies
Points 13 and 16: Unchanged number auditors and deputy auditors is proposed.
For information, it is noted that at the Annual General Meeting in 2000, Lars Svantemark and Bernhard Öhrn were appointed auditors for a period of four years, with Peter Markborn and Åke Näsman as deputy auditors. None of these persons have provided notice of a desire to resign from their assignment.
Point 14: Remuneration for the Board is proposed in an amount of SEK 2,400,000 (effective 2002) to be distributed between the Board Members in accordance with the Board's own assessment. Remuneration to the auditors is paid in accordance with current invoicing.
Point 15: Re-election of Board members Georg Ehnrooth, Per-Olof Eriksson, Clas Åke Hedström, Arne Mårtensson, Lars Nyberg and Mauritz Sahlin as well as new election of Anders Nyrén and Lars Pettersson.
Anders Nyrén is President and CEO of Industrivärden and member of the Boards of Handelsbanken and SCA. Lars Pettersson, currently Executive Vice President of Sandvik AB as well as President of the Sandvik Specialty Steels business area and AB Sandvik Steel, has been appointed new President and CEO of Sandvik AB by the Board, effective 7 May 2002.
Percy Barnevik and Clas Reuterskiöld have declined re-election.
DIVIDEND AND RECORD DATE FOR PAYMENT
The Board of Directors proposes a dividend for 2001 of SEK 9.50 per share. Monday, 13 May 2002, is 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 Thursday, 16 May 2002.
AUTHORIZATION FOR THE BOARD TO DECIDE ON THE 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 percent of all shares in the Company. The buy-back shall be effected on the 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 from Monday, 23 April 2002.
Sandviken, April 2002
SANDVIK AKTIEBOLAG; (publ)
Board of Directors