RIGHT OF PARTICIPATION
In order to be entitled to participate in the Meeting, shareholders must be recorded in the share register maintained by Euroclear Sweden AB not later than Wednesday, 27 April 2011. Shareholders whose shares are registered in the name of a trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB well in advance of Wednesday, 27 April 2011, when such registration must be completed. Note that this procedure also applies to shareholders who use bank custody accounts and/or who trade via the Internet.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the Meeting must notify the Company in writing to Seco Tools AB, Ekonomi, SE-737 82 Fagersta, Sweden, by telephone +46 (0)223-401 01 weekdays 9:00 a.m.-12:00 p.m. and 1:00-4:00 p.m., or by Internet via Seco Tools’ website (www.secotools.com/notification). Notification must be received by Seco Tools AB not later than Wednesday, 27 April 2011.
When registering, shareholders must provide their name, personal identity or corporate registration number, address, telephone number and the names of any advisors. If the shareholder intends to participate through a proxy, a form of proxy must be submitted well in advance of the Meeting. Proxy forms can be downloaded from the Company’s website (www.secotools.com/proxy).
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to verify the minutes.
5. Approval of the Agenda.
6. Determination of whether the Meeting has been duly convened.
7. Address by the President.
8. Presentation of the annual report, the audit report, the consolidated financial statements and consolidated audit report.
9. Resolution regarding adoption of the income statements and balance sheets of the Parent Company and the Group.
10. Resolution regarding discharge from liability for the members of the Board of Directors and the President for the period covered by the report.
11. Resolution regarding appropriation of the Company’s profits according to the adopted balance sheet and decision on the record date for dividends.
12. Resolution regarding amendments to the Articles of Association.
13. Resolution regarding the number of Board members and deputies, and decision regarding the number of auditors. In connection with this, a report on the work of the nominating committee.
14. Resolution regarding fees to be paid to the Board of Directors and auditors.
15. Election of Board members and the Board Chairman.
16. Election of auditors.
17. Resolution regarding the nominating committee, etc., ahead of the 2012 Annual General Meeting.
18. Resolution regarding the Board’s proposed principles for remuneration to senior executives.
19. Adjournment of the Meeting.
PROPOSALS FOR DECISION
Item 11 – Dividend and record date
The Board proposes a dividend of SEK 4.20 per share. The proposed record date is Friday, 6 May 2011. If the Meeting approves this proposal, dividend will be disbursed by Euroclear AB on Wednesday, 11 May 2011.
Proposals of the nominating committee
The nominating committee consists of committee Chairman Lars Pettersson (Sandvik AB), Jan Andersson (Swedbank Robur Fonder), Ramsay J. Brufer, (Alecta Pensionsförsäkring), Johan Ståhl (Lannebo Fonder) and Seco Tools’ Board Chairman Anders Ilstam.
The Nominating Committee proposes the following:
Item 2: Election of Board Chairman Anders Ilstam as Chairman of the Annual General Meeting.
Item 13: Eight regular Board members, no deputies and, as auditor, one registered auditing firm.
Item 14: It is proposed that Board fees be paid in the total amount of SEK 2,050,000, of which SEK 550,000 to the Board Chairman and SEK 250,000 to each Board member not employed by the Company. It is also proposed that total fees of SEK 220,000 be paid for work in the Audit Committee, of which SEK 100,000 to the Chairman of the Audit Committee and SEK 60,000 to each of the other members. It is further proposed that fees to the auditors be paid according to current account.
Item 15: Re-election of Board members Annika Bäremo, Stefan Erneholm, Anders Ilstam, Staffan Jufors, Peter Larson and Carl-Erik Ridderstråle. Election of new Board members Alrik Danielson and Lars Bergström.
Re-election of Anders Ilstam as Chairman of the Board.
Alrik Danielson, born in 1962, holds a master’s degree in economics. He is President and CEO of Höganäs AB and a member of the boards of the Swedish Steel Producers' Association, EFG European Furniture Group AB and the Chamber of Commerce and Industry of Southern Sweden. Alrik Danielson has previously held management positions within AB SKF.
Lars Bergström, born in 1958, holds a master’s degree in civil engineering from the Royal Institute of Technology and an MBA from Uppsala University. Since 1 January 2011, Lars Bergström has been President and CEO of Seco Tools AB. Lars Bergström has a long background in the Swedish engineering industry though previous experience as President and CEO of BE Group AB, President and CEO of Karolin Machine Tools (KMT) and several senior positions in the ABB group.
Item 16: Re-election of KPMG as the sole auditing firm until the 2012 AGM.
Item 17: 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. 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 committee 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, where necessary, recommendations regarding the number of auditors and the election of auditors. In addition, it shall prepare recommendations for the responsibilities of the nominating committee ahead of the next 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 a member
may resign and a representative of 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 costs incurred in
connection with the performance of the nominating committee duties. No fees
shall be paid to the members of the nominating committee. These instructions for the nominating committee shall apply until further notice.
Item 12 – Proposed resolution regarding amendments to the Articles of Association.
The Board proposes that the Annual General Meeting approve changes to the Articles of Association to, among other reasons, adapt the Articles of Association to amendments to the Swedish Companies Act, which came into effect in 1 November 2010 and 1 January 2011. The proposed amendments are essentially as follows:
- Provision enabling the election of one auditor, without a deputy, on condition that the auditor is appointed by a registered accounting firm (article 8)
- The provision that notice of a general meeting of shareholders shall be changed so that notice of a general meeting of shareholders shall be given in the form of an announcement in the official gazette (Post- och Inrikes Tidningar) and on the Company’s website, and that an announcement that notice has been given shall be made in Svenska Dagbladet and in a daily newspaper published in Fagersta, Sweden or Västerås, Sweden. Furthermore, information concerning the time restrictions for notification shall be removed, since these are stipulated in legislation (article 10).
- The specified time (“3:00 p.m.”) in the provision concerning notification of attendance by shareholders shall be removed (article 11).
Item 18 – Decision regarding the Board’s proposed principles for remuneration to senior executives
The Board proposes that the Meeting resolve to adopt the following principles for remuneration to senior executives.
The proposal is designed to ensure that the Company can offer a globally market-based level of compensation that enables Seco Tools to attract and retain qualified staff for its executive management.
The total remuneration package consists of fixed salary and variable salary comprising one annual and one long-term component, as well as pension benefits and other customary benefits. Fixed salary, which is individual and differentiated on the basis of responsibilities and performance, is set according to market-based principles and is subject to yearly review. The variable component is based on the attainment of predetermined performance targets that are related to the Company’s earnings trend and attainment of other key objectives. For the executive management, the yearly variable portion may not exceed 30-60 per cent of fixed salary and the long-term variable portion may not exceed 20-40 per cent of fixed salary.
In the event that a senior executive acquires shares in Seco Tools, this individual can be offered compensation corresponding to the net interest expense for up to 10,000 shares during the period the shares are held.
Pension benefits for members of the executive management consist of a basic component comprising the ITP plan with a contractual retirement age of 65 years. In addition, senior executives may be entitled to i) a defined benefit-based pension between the ages of 60 and 65 years for the President and between the ages of 62 and 65 years for other members of the Group Executive Management ii) a supplementary premium-based pension. Termination benefits are payable in the event of termination of employment on the part of Seco Tools, provided that dismissal is not due to criminal negligence. Any income from employment is deducted from the termination benefits, which correspond to between 12 and 18 monthly salaries for individuals under the age of 55 years and between 18 and 24 monthly salaries for individuals over the age of 55 years.
The Board shall have the right to deviate from the guidelines adopted by the Annual General Meeting when there is special reason in an individual case. The senior executives covered by the proposal include the President and the other members of the Group Executive Management.
SHARES AND VOTES
The Company has a total of 145,467,690 shares and a total of 536,967,690 votes.
INFORMATION CONCERNING THE ANNUAL GENERAL MEETING
The Board of Directors and the President must, if a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the Company, provide information concerning, firstly, conditions that could influence the assessment of items on the agenda, secondly, conditions that could influence assessments of the financial condition of the Company or subsidiaries and, thirdly, the Company’s relationship to other Group companies.
The nomination committee’s proposal and reasoned statement are available on the Company’s website (www.secotools.com). The annual report, audit report, and other documents that must be made available under the Swedish Companies Act will be available not later than Tuesday, 12 April 2011 at Seco Tools AB and on the Company’s website (www.secotools.com). These documents will be sent free of charge to those shareholders who so request.
PROGRAM FOR SHAREHOLDERS
Registration for the Meeting will begin at 10:30 a.m. in Folkets Hus, Aspvägen 23, Fagersta, Sweden. After the AGM, lunch will be served at Fagersta Brukshotel, Blomstervägen 1, Fagersta.
Fagersta, March 2011
SECO TOOLS AB (publ)
The Board of Directors