Notice to attend the Annual General Meeting of SSAB
The shareholders of SSAB Svenskt Stål Aktiebolag (publ) are hereby given notice to attend the Annual General Meeting to be held on Friday, April 21, 2006 at 1.00 pm at SSAB Oxelösund AB’s plant in Oxelösund.
Application In order to be entitled to participate at the meeting, shareholders: must be included in the share register that is printed out on Thursday, April 13, 2006, and must give notice of their intention to participate not later than 12.00 noon on Tuesday, April 18, 2006. Notice in respect of participation at the meeting may be given by letter, telephone or fax to: SSAB Svenskt Stål AB Att: Årsstämman Box 26208 SE-100 40 Stockholm telephone +46 8 45 45 700 fax +46 8 45 45 705 The name, personal identification number (or company registration number), address and telephone number of the shareholder must be provided in the notice. Nominee-registered shares Shareholders whose shares are registered in the name of a nominee must register the shares in their own name in ample time prior to Thursday, April 13, 2006, in order to be entitled to participate at the Annual General Meeting. Agenda 1. Election of a chairman of the meeting. 2. Approval of the agenda proposed by the Board of Directors. 3. Preparation and approval of the voting register. 4. Election of one or two persons to attest the minutes. 5. Determination of whether the meeting has been duly convened. 6. Presentation of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the group. In connection therewith: a) A report by the Chairman of the Board of Directors regarding the work of the Board; b) An address by the President; c) A report by the auditor-in-charge regarding the audit work. 7. Resolutions regarding: a) Adoption of the profit and loss account and balance sheet as well as the consolidated profit and loss account and consolidated balance sheet; b) Allocation of the company’s profits in accordance with the adopted balance sheet; c) The record date for dividends; d) Discharge from liability for the members of the Board of Directors and the President. 8. Report regarding the work of the Nomination Committee. 9. Determination of the number of members of the Board of Directors and alternate members. 10. Determination of fees for the Board of Directors and auditor. 11. Election of the Board of Directors. 12. Election of the Chairman of the Board of Directors. 13. Criteria for composition of the Nomination Committee. 14. Proposal from a shareholder regarding conversion of the company’s class B shares into class A shares. 15. Alterations of the articles of association. 16. Reduction of the share capital for repayment to the shareholders through redemption of shares. 17. Bonus issue without the issuance of new shares. 18. Share split. 19. Approval of principles regarding compensation and other employment terms and conditions for Group Management. 20. Closure of the Annual General Meeting. A. The Nomination Committee proposes: 1. that Sven Unger, Attorney-at-law, be appointed to chair the meeting. 9. that there be eight ordinary Board members and no alternate members. 10. that Board of Directors’ fees be paid in the amount of SEK 950,000 to the Chairman of the Board and SEK 350,000 to each non-executive Board member. Compensation to members in respect of committee work shall be paid in the amount of SEK 50,000 each. Fees shall be paid to auditors in accordance with approved invoices. At the 2003 Annual General Meeting, the registered firm of accountants, PricewaterhouseCoopers AB, was appointed as auditor for a term until the close of the 2007 Annual General Meeting. 11. the re-election of Carl Bennet, Anders Carlberg, Sverker Martin-Löf, Marianne Nivert, Anders Nyrén and Matti Sundberg as well as election for the first time of Lars Westerberg and Olof Faxander. -Lars Westerberg, born 1948, is the CEO of the Autoliv Group and a member of various Boards of Directors, e.g. of Haldex; -Olof Faxander, born 1970, has been appointed as the new CEO of SSAB to succeed Anders Ullberg who relinquishes the position upon entry into retirement in connection with the Annual General Meeting. 12. the re-election of Sverker Martin-Löf. 13. that the Chairman of the Board of Directors be authorised to invite not less than three and not more than five of the major shareholders to each appoint a member who, together with the Chairman of the Board of Directors, shall constitute a Nomination Committee, the chairman of which shall be the member representing the largest shareholder. The composition of the Nomination Committee shall be published not later than six months prior to the next Annual General Meeting. In the event a member of the Nomination Committee leaves the Committee before its work is completed, the Chairman of the Board of Directors shall invite one of the major shareholders to appoint a replacement. Members of the Nomination Committee shall receive no fees, but any costs incurred in the course of the nomination work shall be borne by the company. The term of office of the Nomination Committee shall extend until a new Nomination Committee is appointed. Shareholders who together represent approximately 45% of the voting capital in the company have announced that, at the General Meeting, they intend to support the Nomination Committee’s proposals as stated above. B. The Board of Directors’ proposals: 7 b). Dividend A dividend shall be paid in the amount of SEK 9.00 per share, with April 26, 2006 as the record date for the right to receive dividends and with payment from VPC AB estimated to take place on May 2, 2006. 15. Alterations of the articles of association The Board of Directors proposes alterations of the articles of association to adapt them to the provisions and terminology of the new Swedish Companies Act and also in certain other respects. The main content of the proposals is presented below: - the description of the objects of the company shall be adapted to current operations; - the nominal amount of the shares shall be deleted and a minimum and maximum number of shares inserted; - the provisions regarding class C shares shall be deleted; - pre-emption rights in the event of new issues by way of set-off shall be the same as in the event of cash issues; - a clarification shall be inserted that bonus issues may take place without the issuance of new shares; - the possibility to appoint alternate Board members shall be deleted; - the provision regarding the Board of Directors’ term of office shall be deleted (this is set forth in the Companies Act); - notice to attend general meetings shall also be given in Svenska Dagbladet; - the record date for the right to participate at general meetings shall be changed from ten days to five weekdays prior thereto; - the list of matters to be addressed at the Annual General Meeting shall include the separate election and determination of fees for the Chairman of the Board of Directors and other Board members; - the record date-clause shall be altered to correspond to the applicable statutory rules. 16. Reduction of the share capital through redemption of shares The company’s share capital shall be reduced by not more than SEK 113,661,325 through the redemption of not more than 4,546,453 shares. The purpose of the reduction is repayment to the shareholders. The main features of the proposal are as follows: For each Class A share, the holder shall receive one Class A redemption right and for each Class B share one Class B redemption right. 20 Class A or Class B redemption rights shall entitle the holder to redeem one Class A or Class B share respectively. However, each holder shall be entitled to exercise not more than 2,000 redemption rights, (irrespective of class) to redeem shares, as chosen by the holder (Class A and/or B). The redemption sum shall amount to SEK 485 per share. The record date shall be April 26, 2006. Applications for redemption shall take place during the period May 2 - 29, 2006. Each holder shall be entitled to sell up to 2,000 redemption rights free of commission charges through an application therefor not later than May 16, 2006. Payment in respect of redeemed shares shall be made not later than the tenth banking day after the Swedish Companies Registration Office has registered the resolution in respect of the reduction and the resolution regarding a bonus issue in accordance with item 17 below. With respect to shareholders who, due to oversight, fail to participate in the redemption, a procedure shall be applied which provides them with compensation through Svenska Handelsbanken, after expiry of the application period but otherwise in accordance with the terms and conditions, being entitled to redeem shares in order to pay out the redemption amount, less deductions for its costs, to those shareholders who hold non-exercised redemption rights. The compensation payable may not, however, exceed the amount which would have been paid per redemption right in the event of a commission-free sale of redemption rights. The General Meeting’s resolution regarding a reduction of the share capital shall be conditional on the General Meeting adopting a resolution in accordance with the Board of Directors’ proposal regarding a bonus issue as set forth in item 17 below. In order to ensure that the redemption offer can be implemented also in the event of a change in the price of the company’s shares, the Board of Directors reserves the right, not later than April 6, 2006, to amend its proposal regarding the redemption sum, redemption ratio and other terms and conditions for the redemption offer. 17. Bonus issue without issuance of new shares The company’s share capital shall be increased by SEK 120,935,649.80 through a bonus issue. The bonus issue shall be carried out by SEK 113,661,325 being transferred to the share capital from unrestricted equity and SEK 7,274,324.80 being transferred to the share capital from the statutory reserve. No new shares shall be issued in the bonus issue. The purpose of the bonus issue is to restore the company’s restricted equity and its share capital following a reduction of the share capital in accordance with item 16 above. In the event the Board of Directors amends the proposal in accordance with item 16 above, the Board of Directors shall be entitled at the same time to make a corresponding adjustment to the bonus issue amount. The General Meeting’s resolution regarding a bonus issue shall be conditional on the General Meeting adopting a resolution in accordance with the Board of Directors’ proposal for a reduction of the share capital in accordance with item 16 above. 18. Share split The Board of Directors proposes that the Annual General Meeting adopt a resolution regarding a share split whereby each share shall be split into three shares of the same class. The date of execution at VPC AB for implementation of the share split shall be after the implementation of the redemption on a date that will be separately announced. 19. Compensation and other employment terms and conditions for Group Management Compensation to the President and other senior executives shall consist of fixed salary, any variable compensation, other benefits and pension. “Other senior executives” means members of Group Management, currently four in number. The total compensation shall be on market terms and conditions and competitive on the employment market on which the executives operate. Fixed salary and variable compensation shall be related to the executive’s responsibilities and powers. The variable compensation shall be based on results compared with defined and measurable goals and shall not exceed an established percentage of fixed salary. The period of notice of termination of employment shall be six months in the event of termination by the executive. In the event of termination by the company, the total of the period of notice of termination and the period during which severance compensation is payable shall not exceed 24 months. Pension benefits shall be either benefit-based or contribution-based or a combination thereof, with individual retirement ages, however in no case earlier than the age of 60. Benefit-based pension benefits are conditional on the benefits being earned during a pre-determined period of employment. In the event the employment terminates prior to the retirement age, the executive shall receive a paid-up policy in respect of earned pension. Variable compensation shall not be included in the basis for pension calculation. Issues concerning compensation to Group Management shall be handled by a Compensation Committee and, where such issues relate to the CEO, shall be decided by the Board of Directors. C. Other proposals: 14. Conversion of the company’s class B shares to class A shares One of the company’s shareholders, Welinstiftelsen representing 9,000 class B shares, proposes that the Annual General Meeting adopt a resolution to convert the company’s class B shares to class A shares. ________________ The annual report documents, including the Board of Directors’ proposed resolution regarding the dividend and the Board of Directors’ statement in accordance with Chapter 18, section 4 of the Companies Act, as well as the Board of Directors’ complete proposed resolutions in accordance with items 15-18 and documents relating thereto will be available at the company’s offices on Birger Jarlsgatan 58, Stockholm, and on the company’s website, www.ssab.se, commencing Friday, April 7, 2006 and shall be sent to those shareholders who so request and state their mailing address. Orders may be placed by telephone on +46 8-45 45 700. The Annual Report is available on the website. Stockholm, March 2006 SSAB Svenskt Stål AB (publ) The Board of Directors Prior to the General Meeting, there will be an opportunity to participate in a tour of SSAB’s operations in Oxelösund. Applications to participate in the tour should be made in connection with the application to attend the General Meeting. Registration will commence at 11.00 am and a light lunch will be served from 11.45 am. Welcome.