Election of Board Chairman Anders Ilstam as Chairman of the AGM.
For the period until the end of the next AGM, the Company’s Board of Directors shall consist of eight Board members and no deputies.
It is proposed that fees to the Board of Directors and auditors be paid according to the following:
fees to Board members not employed in the Company SEK 225,000
Board Chairman SEK 450,000
Board members serving on the Audit Committee SEK 60,000
Chairman of the Audit Committee SEK 100,000
fees to the auditors according to current account
To serve for the period until the next Annual General Meeting, the nominating committee proposes that the Annual General Meeting resolve to re-elect sitting Board members Annika Bäremo, Stefan Erneholm, Jan-Erik Forsgren, Anders Ilstam, Staffan Jufors, Peter Larson, Carl-Erik Ridderstråle and Kai Wärn. Re-election of Anders Ilstam as Board Chairman.
The Company shall have a nominating committee consisting of one representative for each of the four largest shareholders in terms of voting power together with the Board Chairman (convener).
When appointing the nominating committee, the largest shareholders shall be determined on the basis of information from Euroclear Sweden AB on the last banking day in August 2009. The composition of the nominating committee shall be announced immediately after it has been appointed. The chairman of the nominating committee shall be the member representing the largest shareholder in terms of voting power. The mandate period of the nominating shall extend until the next nominating committee has been appointed.
The tasks of the nominating committee are to make recommendations regarding election of the chairman of the AGM, the number of Board members, fees to be paid to Board members and auditors, election of Board members and the Board Chairman and recommendations for the appointment and responsibilities of the nominating committee ahead of the 2011 AGM.
In the event that a member leaves the nominating committee before completing his/her assignment, a replacement may be appointed by the same shareholder if deemed necessary by the nominating committee.
In the event that a shareholder who has appointed a member to the nominating committee has significantly reduced its holding in the Company, such member may resign and a representative for the shareholder next in order of size be given the opportunity to replace this member if deemed necessary by the nominating committee. If ownership conditions should otherwise change significantly before the nominating committee has fulfilled its duties, it shall be possible to change the composition of the committee, if the committee so decides and in a manner deemed appropriate by the committee.
The Company shall provide reasonable compensation for cost incurred in connection with the performance of the nominating committee duties. No fees shall be paid to the members of the nominating committee.
Fagersta, March 2009
SECO® AB (publ)
NOMINATING COMMITTEE OF SECO TOOLS AB