Notice of Annual General Meeting on April 15, 2003
Notice of Annual General Meeting on April 15, 2003
In accordance with the listing agreement with OM Stockholmsbörsen, AB
SKF hereby announces the contents of the Notice of the Company's Annual
General Meeting on April 15.
Göteborg, March 6, 2003
Aktiebolaget SKF
(publ.)
Enclosure: Notice of Annual General Meeting
For further information, please contact:
Lars G Malmer, SKF Group Communication, tel. +46 (0)31 337 1541, e-mail:
[email protected]
Aktiebolaget SKF, SE-415 50 Göteborg, Sweden, tel. +46 (0)31 337 1000,
fax +46 (0)31 337 2832, www.skf.com
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aktiebolaget
SKF will be held at SKF Kristinedal, Byfogdegatan 4, Göteborg, Sweden,
at 3.00 p.m. on Tuesday April 15, 2003.
Annual General Meeting
For the right to participate at the meeting, shareholders must be
recorded in the shareholders' register kept by VPC AB by Friday April 4,
2003 and must notify the company before 12 noon on Wednesday April 9,
2003 by letter to AB SKF, Group Legal, SE-415 50 Göteborg, Sweden, or by
fax +46 31 337 16 91, or by phone +46 31 337 29 00. When notifying the
company, preferably in writing, this should include details of name,
address, telephone number, registered shareholding and advisors, if any.
Where representation is being made by proxy, the original of the proxy
form shall be sent to the company before the date of the meeting.
Shareholders whose shares are registered in the name of a trustee must
have the shares registered temporarily in their own name in order to
take part in the meeting. Any such re-registration for the purpose of
establishing voting rights shall take place by Friday April 4, 2003.
This means that the shareholder should give notice of his/her wish to be
included in the shareholders' register to the trustee in plenty of time
before that date. A re-registration fee will normally be payable to the
trustee.
Proposal under item 10
The Board of Directors proposes a dividend for the financial year 2002
of SEK 8.00 per share. It is proposed that shareholders with holdings
recorded on April 22, 2003 be entitled to receive the said dividend.
Subject to acceptance by the Annual General Meeting, it is expected that
VPC will send out notices of payment to recorded shareholders and listed
depositaries on April 25, 2003.
Proposals under items 12, 13, 14 and 15
Regarding number of Board members, fees for the Board of Directors and
the auditor, and election of Board members, the Knut and Alice
Wallenberg Foundation, Alecta pensionsförsäkring, ömsesidigt and Skandia
Liv, shareholders who together represent more than 45 % of the votes of
the total number of company shares, have informed the company that they
propose
- that the Board shall consist of eight ordinary members and no deputy
members;
- that the Board of Directors for the period up to end of next annual
general meeting, receive a fee according to the following:
a) a firm allotment of SEK 2 350 000, which according to the decision of
the Board, be distributed between the Board members;
b) a variable allotment corresponding to the value, calculated as below,
of 800 company shares of series B to be received by the Chairman, and
300 shares of series B to be received by each of the other Board
members; and
c) an allotment for committee work of SEK 150 000 to be divided among
the Board members that are part of a committee established by the Board.
A prerequisite for obtaining an allotment is that the Board member is
elected by the Annual General Meeting and not employed by the Company.
When deciding upon the variable allotment, the value of a share of
series B shall be determined on the average latest payment rate
according to the quotations on the Stockholm Stock Exchange during the
five trading days after publication of the company's press release for
the financial year 2003.
- that the auditor is paid for work performed as invoiced; and
- re-election for ordinary Board members Anders Scharp, Sören Gyll,
Helmut Werner, Vito H Baumgartner, Ulla Litzén, Philip N Green and Clas
Åke Hedström. Tom Johnstone to be newly elected. Sune Carlsson has
declined to be re-elected.
Proposal under item 16
Sveriges Aktiesparares Riksförbund has announced a proposal regarding
the appointment of a Nomination Committee established by the Annual
General Meeting and consisting of, from the company, free-standing
members who will represent the owners at the Annual General Meeting. It
is proposed that one member representing the minor shareholders be part
of the committee.
A number of the major shareholders, together representing more than 45 %
of the votes of the total number of company shares, have announced that
they intend to reject this proposal. They will instead propose that the
Annual General Meeting resolve that the nomination process be arranged
in such a way that the four major shareholders elect one representative
each during the fourth quarter, and that they, under the management of
the Chairman, will formulate a proposal for the Board to submit to the
Annual General Meeting for decision. The proposal includes that the
names of the four representatives be announced as soon as they have been
elected.
Proposal under item 17
Sveriges Aktiesparares Riksförbund has proposed that the Annual General
Meeting shall decide to request the Board to appoint an audit committee,
provided this request has not already been met. It is proposed that the
committee be an advisory subcommittee to the Board.
Göteborg, March 2003
Aktiebolaget SKF
(publ)
The Board of Directors
Factory Visit
In connection with the Annual General Meeting, factory visits will be
arranged for April 15, 16 and 17.
Please contact Lars Berntsson, Visitors Centre, on telephone +46 31 337
20 59 no later than April 8.