Annual General Meeting of Swedish Match AB - publ.STOCKHOLM Stockholm (stŏk`hôlm'), city (1995 pop. 692,954), capital of Sweden and of Stockholm co., E Sweden, situated where Lake Mälaren flows into the Baltic Sea. , Sweden Sweden, Swed. Sverige, officially Kingdom of Sweden, constitutional monarchy (2005 est. pop. 9,002,000), 173,648 sq mi (449,750 sq km), N Europe, occupying the eastern part of the Scandinavian peninsula. -- The shareholders of Swedish Match Swedish Match is a Swedish company based in Stockholm that makes tobacco products and matches. It was founded as Svenska Tändsticksaktiebolaget by Ivar Kreuger in 1917 in Jönköping ("City of the matches"). The company changed its name in 1980. AB (STO STO Store (calculator function) STO Société de Transport de l'Outaouais (French) STO Strategic Technology Office (DARPA) STO Security Through Obscurity STO Service to Others :SWMA SWMA Software Maintenance SWMA Solid Waste Management Act SWMA Sine-Weighted Moving Average SWMA Storm Water Management Authority, Inc. (Homewood, AL) SWMA Segmental Wall Motion Abnormality (cardiology) ) are called to the Annual General Meeting on Wednesday Wednesday: see week. , April 27, 2005, at 4:30 p.m. (CET CET abbr. Central European Time CET Central European Time CET n abbr (= Central European Time) → hora de Europa central CET abbr ) at the Stockholm International Trade Fairs' facility in Alvsjo ("Stockholmsmassan"). The Board of Directors proposes a dividend of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 1.90 per share. The Board also proposes that the current mandate A judicial command, order, or precept, written or oral, from a court; a direction that a court has the authority to give and an individual is bound to obey. A mandate might be issued upon the decision of an appeal, which directs that a particular action be taken, or upon a to repurchase re·pur·chase tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es To buy (something) again. n. The act of buying something that one previously sold or owned. Noun 1. up to 10 percent of all shares in the Company be prolonged pro·long tr.v. pro·longed, pro·long·ing, pro·longs 1. To lengthen in duration; protract. 2. To lengthen in extent. . In addition the Board proposes a withdrawal of 12,000,000 shares. The shares, which are proposed to be withdrawn, have been repurchased by the Company. The Board also proposes a reduction of the Company's share capital by a reduction of the shares nominal value Nominal Value The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. from 2.40 SEK to 1.20 SEK as well as a reduction of legal reserves by 114 MSEK MSEK Meyer, Suozzi, English & Klein (New York law firm) MSEK Million Swedish Kroner . The Nomination NOMINATION, This word has several significations. 1. An appointment; as, I nominate A B, executor of this my last will. 2. A proposition; the word nominate is used in this sense in the constitution of the United States, art. 2, s. Committee in Swedish Match AB proposes the election of Kersti Strandqvist and Sven SVEN Surveillance Video Entertainment Network (application that tracks pedestrians and generates music-video like visuals) Hindrikes to the Board of Directors. Furthermore, the Nominating Committee A nominating committee is a group formed usually from inside the membership of an organization for the purpose of nominating candidates for office within the organization. It works similarly to an electoral college, the main difference being that the available candidates, either proposes re-election re-election n → reelección f re-election n → réélection f re-election n → Wiederwahl f of Bernt Magnusson Magnusson, or Magnússon, is a surname of Scandinavian origin, meaning son of Magnus. It may refer to: People
blinded by stepfather Desmontes after he learned she had been raped and was pregnant. [Gk. Myth.: Howe, 39] See : Rape Jurbrant, Karsten Karsten may refer to:
By the notice of the meeting it is also announced that proposition will be put forward to re-elect re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re Marianne This article is about the symbol of France. For other uses, see Marianne (disambiguation). Marianne, a national emblem of France, is a personification of Liberty and Reason. Nilsson Nils·son , Birgit Born 1918. Swedish operatic soprano noted for her Wagnerian roles. Noun 1. Nilsson - Swedish operatic soprano who played Wagnerian roles (born in 1918) Brigit Nilsson, Marta Brigit Nilsson , Chairman (Robur Robur can mean a number of things.
The history of Svenska Handelsbanken goes back to 1871 when a number of prominent companies and individuals in Stockholm's business world founded Stockholms Fonder), Carl Rosen Ros´en a. 1. Consisting of roses; rosy. (Andra AP-Fonden) and Pernilla Klein Klein , Melanie 1882-1960. Austrian-born British psychoanalyst who first introduced play therapy and was the first to use psychoanalysis to treat young children. (Tredje AP-Fonden) as new members. The complete notice of the Annual General Meeting can be found on the corporate web site: www.swedishmatch.com, and is also enclosed en·close also in·close tr.v. en·closed, en·clos·ing, en·clos·es 1. To surround on all sides; close in. 2. To fence in so as to prevent common use: enclosed the pasture. . Swedish Match is a unique company with its range of market-leading brands in the product areas of snuff snuff, preparation of pulverized tobacco used by sniffing it into the nostrils, chewing it, or placing it between the gums and the cheek. The blended tobacco from which it is made is often aged for two or three years, fermented at least twice, ground, and usually and chewing tobacco chewing tobacco, n See smokeless tobacco. chewing tobacco Smokeless tobacco, see there , cigars and pipe tobacco - tobacco's niche niche: see ecology. niche Smallest unit of a habitat that is occupied by an organism. A habitat niche is the physical space occupied by the organism; an ecological niche is the role the organism plays in the community of organisms found in the products - as well as matches and lighters LIGHTERS, commerce. Small vessels employed in loading and unloading larger vessels. 2. The owners of lighters are liable, like other common carriers for hire; it is a term of the contract on the part of the carrier or lighterman, implied by law, that his vessel . The Group's global operations Global Operations is a first-person shooter computer game developed by Barking Dog Studios and published by both Crave Entertainment and Electronic Arts. It was released in March of 2002, following its public multiplayer beta version which contained only the Quebec map. generated sales of 13,007MSEK for the twelve month period ending December December: see month. 31, 2004. Swedish Match shares are listed on Stockholmsborsen (SWMA). ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SWEDISH MATCH AB (publ) The shareholders of Swedish Match AB are hereby given notice of the Annual General Meeting of Shareholders to be held in Stockholm, Sweden, on Wednesday, April 27, 2005 at 4:30 p.m. (CET) in Hall K1 at Stockholm International Trade Fairs in Alvsjo ("Stockholmsmassan"), entry via the main entrance at Massvagen 1.
Agenda
1. Election of Chairman of the Meeting.
2. Preparation and approval of the list of shareholders entitled
to vote at the Meeting.
3. Election of one or two "minutes checkers" who, in addition
to the Chairman, shall verify the minutes.
4. Determination of whether the Meeting has been duly
convened.
5. Approval of the Agenda.
6. Presentation of the annual report and the auditors' report as
well as the consolidated financial statements and the
auditors' report on the consolidated financial statements for
2004. In connection therewith, the President's speech and
the Board of Directors' report regarding its work and the
work and function of the Compensation Committee and
the Audit Committee.
7. Adoption of the profit and loss statement and the balance
sheet, as well as the consolidated profit and loss statement
and balance sheet.
8. Disposition in respect of the Company's profit as shown
in the balance sheet adopted by the Meeting.
9. Adoption of stock option programme for 2005.
10. Amendment of the Articles of Association.
11. The Board of Directors' proposal regarding its authorisation
to acquire shares in the Company.
12. The Board of Directors' proposal regarding the issue by the
Company of call options on repurchased shares in the
Company for the stock option programme for 2004, and the
right for the Company to transfer such shares in the
Company in conjunction with a potential demand for the
redemption of call options.
13. The Board of Directors' proposal that the Company's share
capital shall be reduced by way of a recall of shares without
repayment to the shareholders, together with the Board of
Directors' proposal that the reduced amount shall be
transferred to non-restricted shareholders' equity for
allocation to a fund for use in repurchasing the Company's
own shares.
14. The Board of Directors' proposal that the Company's share
capital shall be reduced by way of a reduction of the shares'
nominal amount to SEK 1.20 per share without repayment to
the shareholders, together with the Board of Directors'
proposal that the reduced amount shall be transferred to
non-restricted shareholders' equity for allocation to a fund for
use in repurchasing the Company's own shares. As a result of
this, the Board of Directors also proposes that the Articles of
Association (Paragraph 5) be amended to specify that the nominal
amount of each share shall be SEK 1.20.
15. The Board of Directors' proposal that the Company's
statutory reserve shall be reduced by SEK 114,000,000 and
that the reduced amount shall be transferred to non-restricted
shareholders' equity for allocation to a fund for use in
repurchasing the Company's own shares.
16. The discharge of the Board of Directors and of the President
from liability for the fiscal year.
17. Determination of the number of Board members and deputy
members to be elected by the Meeting.
18. Determination of the fees to be paid to the Board of Directors.
19. Election of Board members and deputy members.
20. Adoption of the revised Instruction to Swedish Match AB's
Nominating Committee (Election Committee).
21. Election of members of the Nominating Committee (Election
Committee).
22. Amendment of the Articles of Association.
23. Other issues.
Item 1: Ingemar Mundebo will be proposed for election as the Chairman
of the Meeting.
The Nominating Committee elected at the Annual General Meeting of
Shareholders in 2004 proposes the following:
Item 17: The Board shall consist of 8 ordinary members and no
deputy members.
Item 18: It is proposed that the fees to the Board of Directors shall
be paid as follows for the period until the close of the next Annual
General Meeting:
The Chairman shall receive a fee of SEK 750,000 and the other Board
members elected by the Meeting shall each receive a fee of SEK
300,000. Furthermore, it is proposed that the Board be allocated SEK
400,000 as compensation for committee work carried out, and that it
shall be divided within the Board in the manner decided by the Board.
It is however proposed that Board members employed by the Swedish
Match Group shall be allocated no fees.
Item 19: The following ordinary members are proposed:
Reelection of Bernt Magnusson, Jan Blomberg, Tuve Johannesson, Arne
Jurbrant, Karsten Slotte and Meg Tiveus and election of Sven
Hindrikes and Kersti Strandqvist.
Item 20: The Nominating Committee proposes that the Annual General
Meeting adopt a revised version of the Instruction to Swedish Match
AB's Nominating Committee (Election Committee), according to which
the task of the Election Committee shall be to prepare and submit to
the Annual General Meeting proposals for the following:
(i) Election of the Chairman and other members of the Board, and the
division between the President and other Board members of fees paid
to the Board, as well as any compensation for committee work;
(ii) Election of and fees to auditors;
(iii) Election of the Chairman at the Annual General Meeting; and
(iv) Election of an Election Committee ahead of the next Annual
General Meeting.
In other respects, the Instruction has been adapted to the rules of
the Swedish owner management code (Sw. "svensk kod for agarstyrning).
Board of Directors' proposals:
Item 8: The Board of Directors proposes that a dividend be paid to the
shareholders in the amount of SEK 1.90 per share and that the
remaining profits be carried forward. It is proposed that the year's
dividend initially be deducted from the non-restricted reserves after
the reduction of the share capital, with the remainder being deducted
from the profits carried forward. May 2, 2005 is proposed as the
record date for entitlement to receive a cash dividend. The dividend
is expected to be paid through VPC (the Swedish Securities Register
Center) on May 6, 2005.
Item 9: In 1999, the Board of Directors adopted a stock option
programme for senior Swedish Match officials as part of the total
compensation package. The purpose of the programme is to increase
still further the involvement of senior Company officials in the
Company and their ownership of it, as well as to attract, motivate
and retain key employees. Through the stock option programme, the
incentives of senior officials will correspond to the interests of
the shareholders.
The Board of Directors proposes that a stock option programme for the
year 2005 be approved by the Meeting. The terms and conditions shall
be substantially the same as the Company's stock option programmes in
place between 1999 and 2004. The Board of Directors' proposal for
2005 includes a maximum of 61 senior Company officials and key
employees. The requirements for allocation of options in the stock
option programme are as follows:
- A positive total stock return for the Swedish Match share that
exceeds the return on the shares in a selection of other companies in
the industry. The maximum allocation in accordance with this
criterion will take place when the Company's return exceeds the other
companies' returns by 20 per cent.
- An increase in earnings per share and an EPS that exceeds the
average for the three previous years. The maximum allocation in
accordance with this criterion will take place when earnings per
share exceed the average for the three previous years by 20 per cent.
The figure for earnings per share is calculated on the basis of the
number of shares at the beginning of the year. The two requirements
(a positive total stock return that is better than that of
competitors and higher earnings per share) are equally weighted. When
only one of the requirements set forth above is met, allocation will
be a maximum of 50 per cent of the full allocation. The market value
of the stock options shall be determined in accordance with a
generally acknowledged valuation model (Black-Scholes), and the stock
options shall be allocated without consideration. The total value of
the stock option programme for 2005 shall not exceed a limit of SEK
25,200,000 (excluding any payroll tax), which is equivalent to a
limit of 30 per cent of the total base salary in 2005 of the company
officials participating in the programme. The stock options are
freely transferable and not related to employment. The stock options
may be redeemed during the period from March 2009 to February 2011
and shall carry a redemption price corresponding to 120 per cent of
the average share price over a time period close to the allocation
date and subsequent to the publication of the year-end report for
2005. Commitments under the stock option programme for 2005 may be
secured by way of repurchases of the Company's shares and the
transfer of such shares in connection with the demand for the
possible redemption of the stock options. Any decision to repurchase
shares and issue stock options for the stock option programme for
2005 will be taken by the Annual General Meeting of Shareholders in
2006. The Compensation Committee will determine the allocation
following the publication of the 2005 annual report.
Item 10: The Board of Directors proposes that the Articles of
Association (Paragraph 4) be amended so that the Company's share
capital shall be a minimum of SEK 300,000,000 and a maximum of SEK
1,200,000,000. The resolution of the Meeting with regard to item 11 is
contingent upon being supported by shareholders representing at least
two-thirds of the votes cast and two-thirds of the shares represented
at the Meeting.
Item 11: The Board of Directors proposes that it be authorised to
decide to acquire, prior to the next Annual General Meeting, a
maximum of as many shares as may be acquired without the Company's
holding at any time exceeding 10 per cent of all shares in the
Company. The shares shall be acquired on the Stockholm Stock Exchange
at a price within the price interval registered at any given time,
i.e. the interval between the highest bid price and the lowest offer
price. The purpose of the repurchase is primarily to enable the
Company's capital structure to be adjusted and to cover the
allocation of options that forms part of the Company's rolling option
programmes.
The resolution of the Meeting with regard to item 10 is contingent
upon being supported by shareholders representing at least two-thirds
of the votes cast and two-thirds of the shares represented at the
Meeting.
Item 12: The Board of Directors has decided on the allocation of stock
options for the years 1999-2004 and the Company's shareholders have,
at the respective annual shareholders' meetings, decided to issue
stock options on the Company's shares to secure the Company's
obligations. According to the stock option programme for 2004,
certain senior Company officials shall be allocated a minimum of
6,805 options and a maximum of 64,815 stock options per person. The
options can be used to buy shares over the period from March 3, 2008
to March 1, 2010 at a redemption price of SEK 99.75. The terms and
conditions applying to the options were established on the basis of
the average price of the Swedish Match share on the Stockholm Stock
Exchange over the period from February 11, 2005 to February 24,
2005, which was SEK 83.21. The market value of the options,
calculated on the basis of the conditions prevailing at the time at
which the terms and conditions applying to the options were
established, is deemed by an independent valuation institute to be
SEK 10.80 per option, corresponding to a total maximum value of SEK
9,800,000. The Board of Directors proposes that the Meeting resolve
that the Company shall issue a maximum 907,408 stock options to
secure the stock option programme for 2004. The Board of Directors
further proposes that the Company deviate from the preferential
rights of shareholders and be permitted to transfer a maximum of
907,408 shares in the Company at a selling price of SEK 99.75 per
share in conjunction with demand for the redemption of the call
options. The number of shares and the selling price of the shares
covered by the transfer resolution under item 12 may be changed as a
consequence, inter alia, of a bonus issue of shares, a combination or
split of shares, a new share issue, a reduction of the share capital
or other similar measure.
The resolution of the Meeting with regard to item 12 is contingent
upon being supported by shareholders representing at least nine-
tenths of the votes cast and nine-tenths of the shares represented at
the Meeting.
Item 13: The Board of Directors proposes a reduction of the Company's
share capital by SEK 28,800,000 through the withdrawal of 12,000,000
shares in the Company. The shares in the Company proposed for
withdrawal have been repurchased by the Company in accordance with
the authorisation granted by the General Meeting of Shareholders of
the Company. The Board of Directors also proposes that the reduced
amount be transferred to non-restricted shareholders' equity for
allocation to a fund for use in repurchasing the Company's own
shares.
The resolution of the Meeting with regard to item 13 is contingent
upon being supported by shareholders representing at least two-thirds
of the votes cast and two-thirds of the shares represented at the
Meeting.
Item 14: The Board of Directors proposes to reduce the Company's
share capital through a reduction in the nominal amount from SEK 2.40
to SEK 1.20 per share without repayment to the shareholders, and also
proposes to transfer the reduced amount to non-restricted
shareholders' equity for allocation to a fund for use in repurchasing
the Company's own shares. As a result, the Board of Directors also
proposes that the Articles of Association (Paragraph 5) be amended to
specify that the nominal amount of the share shall be SEK 1.20. The
resolution of the Meeting with regard to item 14 is contingent upon
being supported by shareholders representing at least two-thirds of
the votes cast and two-thirds of the shares represented at the
Meeting.
Item 15: The Board of Directors proposes that the Company's statutory
reserve be reduced by SEK 114,000,000 to SEK 80,364,332.20. The Board
of Directors also proposes that the reduced amount be transferred to
non-restricted shareholders' equity for allocation to a fund for use
in repurchasing the Company's own shares.
Item 22: The Board of Directors proposes that the Articles of
Association (Paragraph 9) be amended to specify that the Annual
General Meeting of Shareholders shall determine the fees to be paid to
the Board, along with the division between the Chairman and other
Board members, as well as any compensation for committee work, and
that the Chairman of the Board shall be elected by the Annual General
Meeting The resolution of the Meeting with regard to item 22 is
contingent upon being supported by shareholders representing at least
two-thirds of the votes cast and two-thirds of the shares represented
at the Meeting
Item 21: The following will be proposed as members of the Election
Committee: Joachim Spetz (Handelsbanken Fonder), Marianne Nilsson
(Robur), Carl Rosen (Second Swedish National Pension Fund), Pernilla
Klein (Third Swedish National Pension Fund), and Bernt Magnusson.
Full details of the proposed resolutions under items 9, 10, 11, 12,
13, 14, 15, 20, and 22 are available from Swedish Match AB's Head
Office (Legal Department) at Rosenlundsgatan 36 in Stockholm as of
April 13, 2005. They will then also be presented on the Company's
home page, www.swedishmatch.se, and can also be ordered from the
Company.
The right to participate in the Meeting
Participation in the Annual General Meeting is limited to shareholders
who are recorded in the register of shareholders maintained by VPC AB
(the Swedish Securities Register Center) on April 17, 2005, and who
advise Swedish Match no later than 4:30 p.m. (CET) on Monday, April
21, 2005 of their intention to participate. Shareholders who wish to
be accompanied by one or two assistants shall advise Swedish Match
within the appointed time.
Notice of participation
Notice of participation may be given in writing to Swedish Match AB,
Legal Department, SE-118 85 Stockholm, Sweden, or by telephone
+46(0)8-658 01 95 (1:30 - 4:30 p.m. CET), or by fax +46-(0)8-720 76
56, or via the internet: www.swedishmatch.se/stamman. When giving
notice of participation, the shareholder shall state his or her name,
address, telephone number (daytime) and personal/corporate
registration number. Receipt of notification will be confirmed by
Swedish Match, which will forward an attendance card to be presented
at the entrance to the venue at which the Meeting is held.
Share registration
To be entitled to participate in the Annual General Meeting, owners of
shares registered in the name of a trustee must have the shares
registered in their own names (so-called voting-right registration).
Shareholders who have trustee-registered shares should request the
bank or the broker holding the shares to owner-register the shares no
later than April 15, 2005, since the record date, April 17, 2005, is
a Sunday.
The entrance to the Annual General Meeting venue will be opened at
3:00 p.m. Light refreshments will be served before the Meeting.
Stockholm
March 2005
The Board of Directors
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