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Notice of Annual General Meeting

March 23, 1999

Atlas Copco AB (publ) Nacka, Sweden

The Shareholders of Atlas Copco AB are hereby invited to attend the Annual General Meeting to be held on Tuesday April 20, 1999 at 5.00 p.m. (Swedish time) in the Berwaldhallen, Strandvägen 69, Stockholm.



Notification of attendance


Shareholders, intending to participate in the Annual General Meeting, must


- be recorded in the Shareholders Register kept by the Swedish Securities Register Centre (Värdepapperscentralen VPC AB) on Friday April 9, 1999, as well as

- notify the Company of their intent to participate in the Annual General Meeting not later than 4.00 p.m., Thursday April 15, 1999 in writing to Atlas Copco AB, Sweden Holding,

SE-105 23 Stockholm, by telephone to Int+46-8-743 80 00, by telefax to Int+46-8-644 90 45 or by Internet www.atlascopco.com.


Shareholders whose shares are held in trust by a bank or private broker must temporarily re-register their shares in their own name with the Swedish Securities Register Centre to be able to participate in the Annual General Meeting. Such re-registration must be recorded not later than Friday April 9, 1999. Shareholders should notify the trustee of their desire to re-register in adequate time prior to this date.


A Shareholder can attend and vote at the Annual General Meeting in person or by proxy.


Entrance cards will be sent to the shareholders who have notified their intention to participate.



Agenda


1. Opening of the Meeting and election of Chairman to preside at the Meeting;

2. Preparation and approval of voting list;

3. Approval of agenda;

4. Election of one or two persons to assist the Chairman in approving the minutes;

5. Determination whether the Meeting has been properly convened or not;

6. Decision regarding proposal from the Board of Directors concerning the change of Articles of Association;

7. Presentation of the Annual Report and the Auditors' Report and the Consolidated Annual Report and the Consolidated Auditors’ Report;

8. The President’s speech;

9. Decision

a) regarding approval of the Profit and Loss Account and the Balance Sheet as well as the Consolidated Profit and Loss Account and the Consolidated Balance Sheet,

b) regarding discharge from liability of the Board members and the President,

c) regarding allocation of the Company’s profit or loss according to the approved Balance Sheet,

d) regarding registration date for receiving dividend;

10. Determination of the number of Board members and deputy members to be elected at the Meeting;

11. Election of Board members and, if applicable, of deputy members as well as of auditors and deputy auditors;

12. Determination of the remuneration to the Board of Directors and the auditors;

13. Other matters properly submitted to the Meeting for consideration.



Proposals to the Annual General Meeting


The Board of Director’s proposal for changes in the Articles of Association are mainly due to changes in the Swedish Companies Act. The major changes in the Articles of Association are stated below:


· The auditors’ term of service to be left out. The Companies Act stipulates a period of four years. (presently for one year at at time).

· The proposed agenda that has been included in the notice of the meeting shall be approved at the Annual General Meeting.

· In addition to Post- och Inrikes Tidningar (The Official Swedish Gazette), the notice of the Annual General Meeting shall also be published in a named national newspaper. The Companies Act stipulates that the notice shall be published at the earliest six (presently four) and at the latest four (presently two) weeks prior to the Annual General Meeting.

· The last day for the recording of participation at the Annual General Meeting should not be earlier than the fifth business day (presently fifth day) prior to the meeting.


The current and proposed wording of the Articles of Association may be obtained from the company and will be distributed at the Annual General Meeting.


The Board of Directors further proposes

Item 9c) that a dividend of SEK 4.50 per share be paid to the Shareholders.

Item 9d) that the registration date for the payment of dividends be April 23, 1999.

Should this date be approved by the Annual General Meeting, the dividend is expected to be distributed by the Swedish Securities Register Centre on April 30, 1999.

Item 11) that the present auditors, Stefan Holmström and Peter Markborn, and deputy auditors, Thomas Jansson and Björn Sundkvist, are re-elected for a period of three years.

Item 12) that the auditors be remunerated in accordance with the principle of work performed.


Shareholders representing more than 40% of the total number of votes, have submitted the following proposals:

Item 10) that ten ordinary Board members and no deputies are elected.

Item 11) that the following ordinary Board members are re-elected: Anders Scharp, Sune Carlsson, Paul-Emmanuel Janssen, Lennart Jeansson, Giulio Mazzalupi, Hari Shankar Singhania, Michael Treschow and Jacob Wallenberg; that the following new ordinary Board members are elected: Kurt Hellström and Ulla Litzén.

Tom Wachtmeister and Gösta Bystedt will retire from the Board.

Item 12) that a remuneration of SEK 3,275,000 (unchanged) is allocated to the Board for distribution among the elected Board members, who are not employees of the corporation, in accordance with the Board’s discretion.


The Annual General Meeting will be concluded by the presentation of “Peter Wallenberg Marketing and Sales Award” for the development of eminent marketing and sales methods.




Stockholm, March 1999

The Board of Directors