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March 28, 2003
The Shareholders of Atlas Copco AB are hereby invited to attend the Annual General Meeting to be held on Monday April 28, 2003 at 5.00 p.m. (Swedish time) in the Berwaldhallen, Dag Hammarskjölds väg 3, Stockholm.
Notification of attendanceShareholders, intending to participate in the Annual General Meeting, must
- be recorded in the Shareholders Register kept by VPC AB (the Swedish Securities Register Centre) on Thursday April 17, 2003, and
- notify the Company of their intent to participate in the Annual General Meeting no later than 4.00 p.m., Tuesday April 22, 2003 in writing to Atlas Copco AB, Sweden Holding, SE-105 23 Stockholm, or via Internet www.atlascopco-group.comor by telephone +46 (0)8 743 80 00 or by telefax +46 (0)8 644 90 45.
Shareholders whose shares are held in trust by a bank or other authorized depositary must temporarily register their shares in their own names in the register of shareholders of VPC AB to be able to participate in the Meeting. Such temporary registration must be recorded by Thursday April 17, 2003. Shareholders should notify their trustees well in advance of this date.
Shareholders may attend and vote at the Annual General Meeting in person or by proxy. Proxies should be received by the Company together with notification of attendance. Representatives of legal entities must be able to present a copy of the registration certificate or other similar authorization document to support the proxy.
Entrance cards will be sent to the Shareholders who have notified their intention to participate.
The President’s speech as well as supporting presentation material will be available on the homepage of Atlas Copco www.atlascopco-group.com after the Meeting.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. Presentation of the Annual Report and the Auditors' Report and the Consolidated Annual Report and the Consolidated Auditors’ Report;
7. The President’s speech;
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 according to the approved Balance Sheet,
d) regarding record day for receiving dividend;
9. Determination of the number of Board members and deputy members to be elected at the Meeting;
10. Election of Board members and, if applicable, of deputy members;
11. Determination of the remuneration to the Board of Directors and committees of the Board of Directors;
12. Proposal from the Sveriges Aktiesparares Riksförbund (Swedish Shareholders’ Association) that a Nomination Committee be appointed at the Meeting;
13. Closing of the Meeting.The Board of Directors’ proposals for decision
Item 8c) that a dividend of SEK 5.75 per share be paid to the Shareholders;
Item 8d) that the record day for the dividend be May 2, 2003. Should this date be approved by the Annual General Meeting, the dividend is expected to be distributed by VPC AB on May 7, 2003.Other proposals
The following group of shareholders, Investor, SHB/SPP Fonder, Robur Fonder and Alecta, representing more than 25% of the total number of votes, have submitted the following proposals:
Item 9) that nine (9) ordinary Board members, earlier ten (10), and no deputies are elected;
Item 10) that the following ordinary Board members are re-elected: Jacob Wallenberg, Gunnar Brock, Sune Carlsson, Kurt Hellström, Thomas Leysen, Ulla Litzén and Charles E. Long;
that Staffan Boman and Anders Ullberg are elected new Board members.
The Board members Anders Scharp, Lennart Jeansson and Michael Treschow
have declined re-election; and
Item 11) that a Board remuneration of SEK 3,000,000 is decided upon as well as a remuneration for Board committee work of SEK 300,000; both sums to be distributed in accordance with the Board’s discretion to the Board members elected by the Meeting and not employed by the company.
Item 12) Sveriges Aktiesparares Riksförbund has announced a proposal regarding the appointment of a Nomination Committee by the Meeting that should consist of, from the company independent, members who should represent the owners at the Meeting. It is further proposed that one member representing the small shareholders be part of the Committee.
A number of the major shareholders, together representing more than 25% of the total number of votes, have announced that they intend to vote to reject this proposal. They will instead propose that the Meeting decides that the nomination process be arranged in such a way that four of the major shareholders elect one representative each during the fourth quarter of each year, and that they, under the supervision of the Chairman, will formulate a proposal for the Board that will be submitted 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 appointed.Auditors
At the 2002 Annual General Meeting the audit firm KPMG Bohlins AB was elected auditor, with the Authorized Public Accountant Stefan Holmström as the main responsible for the audit, for the period until the Annual General Meeting in 2006. The auditor’s fee be paid on open account.
Stockholm, March 2003
The Board of Directors