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Notice of Annual General Meeting, Atlas Copco AB (publ) Nacka, Sweden

28 mars 2000

The Shareholders of Atlas Copco AB are hereby invited to attend the Annual General Meeting to be held on Thursday April 27, 2000 at 5.00 p.m. (Swedish time) in the Berwaldhallen, Dag Hammarskjölds Väg 3 (formerly Strandvägen 69), Stockholm.

The Shareholders of Atlas Copco AB are hereby invited to attend the Annual General Meeting to be held on Thursday April 27, 2000 at 5.00 p.m. (Swedish time) in the Berwaldhallen, Dag Hammarskjölds Väg 3 (formerly 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 (VPC AB) on Monday April 17, 2000, as well as

- notify the Company of their intent to participate in the Annual General Meeting not later than 4.00 p.m., Tuesday April 18, 2000 in writing to Atlas Copco AB, Sweden Holding, SE-105 23 Stockholm, by telephone to +46 8 743 80 00, by telefax to +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 register their shares in their own name with the Swedish Securities Register Centre to be able to participate in the Annual General Meeting. Such temporary registration must be recorded not later than Monday April 17, 2000. Shareholders should notify the trustee of their desire to register in adequate time prior to this date.


A Shareholder can attend and vote at the Annual General Meeting in person or by proxy. Proxies shall be handed in together with notification of attendance. Representatives of legal entities must be able to present a copy of the legal entity’s registration certificate or other similar authorization document indicating authorized signatory(ies).


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

7. The President’s speech;

8. 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 according to the approved Balance Sheet,

d) regarding registration date 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;

12. Proposal regarding nomination committee;

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


The Board of Directors proposes to the Annual General Meeting

Item 8c) that a dividend of SEK 4.75 per share be paid to the Shareholders;

Item 8d) that the registration date for the payment of dividends be May 3, 2000.

Should this date be approved by the Annual General Meeting, the dividend is expected to be distributed by the Swedish Securities Register Centre on May 8, 2000; and

Item 13) that the Board of Directors’ proposal for a change in the Articles of Association, as stated in bold letters hereunder, is approved: “The object of the company is to carry out, directly or through wholly or partly owned enterprises, mechanical engineering business and equipment rental business as well as other activities consistent therewith. “


Further proposals

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

Item 9) that ten ordinary Board members (unchanged number) and no deputies are elected;

Item 10) that the following ordinary Board members are re-elected: Anders Scharp,

Sune Carlsson, Kurt Hellström, Paul-Emmanuel Janssen, Lennart Jeansson,

Ulla Litzén, Giulio Mazzalupi, Hari Shankar Singhania, Michael Treschow and Jacob Wallenberg;

Item 11) 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 Swedish Shareholders Association has submitted the following proposal:

Item 12) that a nomination committee with 3-5 members, the majority of whom should represent the main shareholders and at least one member the smaller shareholders, be appointed.


The Annual General Meeting will be concluded by the presentation of “The John Munck Award” for decisive contributions in the area of product development and “The Peter Wallenberg Marketing and Sales Award” for the development of eminent marketing and sales methods.


Stockholm, March 2000

The Board of Directors