Notice to attend the Extraordinary General Meeting of SSAB
September 24, 2008 8:00 CEST 6 min read
The shareholders of SSAB Svenskt Stål Aktiebolag (publ) are hereby given notice to attend an Extraordinary General Meeting to be held at Nalen, Harlem room, Regeringsgatan 74, in Stockholm, on Wednesday, 22 October 2008 at 10 am.
To be entitled to participate at the General Meeting, shareholders must be included in the printout of the share register conducted by VPC AB on Thursday, October 16, 2008; and must have given notice of their intention to participate at the General Meeting not later than 12 noon on Friday, October 17, 2008.
Notice in respect of participation at the General Meeting may be given via the company's website, www.ssab.se, or by telephone on +46 8-45 45 760.
The name, personal identification number (company registration number), address and telephone number of the shareholder must be provided in the notice.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own names in order to be entitled to participate at the General Meeting. Such registration must be effected at VPC AB not later than Thursday, October 16, 2008. The nominee should be contacted in due time prior to the aforementioned date.
Powers of attorney in original and, as regards legal entities, certificates of registration, should be submitted in due time prior to the General Meeting to: SSAB Svenskt Stål AB, Extraordinary General Meeting, Box 70, 101 21 Stockholm. The company provides proxy forms for shareholders wishing to be represented by a proxy. The form is available on the company's website, www.ssab.se, and will be sent to those shareholders who so request and state their mailing address. Orders may be placed by telephone on +46 8-45 45 760.
Admission cards entitling the holder to participate at the General Meeting will be distributed prior to the General Meeting to those shareholders who have submitted applications. It is anticipated that shareholders will receive admission cards not later than Tuesday, October 21, 2008. Any shareholder who has not received an admission card prior to the General Meeting will be able to obtain an admission card from the information desk upon presentation of identification.
1. Election of a Chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda proposed by the Board of Directors
4. Election of one or two persons to attest the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. The Board of Directors' proposed resolution regarding authorization for the Board
to decide on buybacks of the company's shares
7. Closure of the meeting
Item 6 – Authorization for the Board to decide on buybacks of the company's shares
The Board of Directors' proposal entails that the General Meeting shall authorize the Board, on one or more occasions prior to the 2009 Annual General Meeting, to decide on buybacks of not more than such a number of the company's shares that the company's holding from time to time does not exceed 10% of all shares in the company. Buybacks will take place on the OMX Nordic Exchange Stockholm at a price within the spread between the highest bid price and the lowest ask price registered from time to time. It is further proposed that the Board of Directors be entitled to decide on other terms and conditions for the buyback.
The background is that following the sale of the tubular business in North America and due to the strong operating cash flow since the acquisition of IPSCO, the company's balance sheet has been restored to a strong level and the proposal is aimed at providing the Board of Directors with an instrument, until the 2009 Annual General Meeting, to be able to adjust the capital structure in line with the Group's financial targets.
The Board of Directors proposes that the General Meeting authorize the Chairman of the Board to effect such adjustments to the resolution as may prove to be necessary in connection with implementation of the resolution.
The Board of Directors intends to propose to the 2009 Annual General Meeting that it adopt a resolution regarding cancellation of the shares held in treasury through a reduction of the company's share capital without repayment to the shareholders.
The company currently holds no shares in treasury.
In order to be valid, a resolution of the General Meeting in accordance with item 6 above must be supported by shareholders with not less than two thirds of the votes cast and the shares represented at the General Meeting.
The Board of Directors' complete proposed resolution under item 6 as well as the Board's reasoned statement regarding the proposal, a report by the Board regarding events of material significance for the company's financial position, the auditor's statement with respect to the report, as well as a copy of the 2007 annual report and a copy of the auditor's report for 2007 will be available at the company's offices on Klarabergsviadukten 70 D6, Stockholm, and on the company's website, www.ssab.se commencing Wednesday, October 8, 2008 and will be sent to those shareholders who so request and provide their mailing address. Orders may be placed by telephone on +46 8-45 45 760.
Number of shares and votes
In the company, there are 240,765,832 Class A shares, each with one vote per share, and 83,168,943 Class B shares, each with 1/10 vote per share, entailing that in total there are 323,934,775 shares and 249,082,726.3 votes in the company.
Stockholm, September 2008
SSAB Svenskt Stål AB (publ)
The Board of Directors
Registration will commence at 9.00 am, at which time coffee and sandwiches will also be served. Available parking is limited. Metro: Hötorget or Östermalmstorg stations.