The shareholders of Swedish Match
AB are called to the Annual General Meeting on Tuesday, April 23,
2002, at 4:30 p.m. (CET) at the Stockholm International Trade
Fairs’ facility in Älvsjö ("Stockholmsmässan").
The Board of Directors proposes a
dividend of SEK 1.45 per share. The Board also proposes that the
current mandate to repurchase up to 10 percent of all shares in
the company is prolonged. In addition the Board proposes a
reduction in the Company’s share capital by SEK 24,000,000
through withdrawal of 10,000,000 shares. The shares, which are
proposed to be withdrawn, have been repurchased by the Company.
The Nominating Committee proposes
the re-election of Bernt Magnusson (Chairman), Jan Blomberg,
Lennart Sundén (President and CEO), Meg Tivéus and Klaus Unger,
and new election of Tuve Johannesson and Arne Jurbrant.
By the notice of the meeting it is
also announced that proposition will be put forward to re-elect
Bernt Magnusson, Anders Ek, Björn Franzon and Lars Otterbeck as
members of the Nominating Committee.
The complete notice of the Annual
General Meeting can be found on the corporate web site: www.swedishmatch.com,
and is also enclosed.
Swedish Match is an
international group with its head office in Stockholm. The
company manufactures a broad range of products within the OTP (Other
Tobacco Products) category, with smokeless tobacco as its core
business along with cigars and pipe tobacco, as well as matches
and lighters. The products are sold in approximately 140
countries. Sales for the year 2001 amounted to 13,635 MSEK.
Swedish Match is listed on Stockholmsbörsen (SWMA) and on NASDAQ
(SWMAY).
For further information,
please contact:
| Lennart Sundén,
President and Chief Executive Officer |
office |
+46 8 658 01
75 |
| |
|
|
| Sven
Hindrikes, Executive Vice President and |
office |
+46 8 658 02
82 |
| Chief
Financial Officer |
|
|
| Bo Aulin,
Senior Vice President, Secretary |
office |
+46 8 658 03
64 |
| and General
Counsel |
mobile |
+46 70 558
03 64 |
| |
|
|
| Emmett
Harrison, Vice President, Investor Relations |
office |
+46 8 658 01
73 |
| |
mobile |
+46 70 938
01 73 |
ANNUAL GENERAL MEETING OF
SWEDISH MATCH AB (publ)
The shareholders of Swedish Match
AB are hereby given notice of the Annual General Meeting to be
held in Stockholm, Sweden, on Tuesday, April 23, 2002 at 4.30 p.m.
(CET) in Hall K1 of the Stockholm International Trade Fairs’
facility in Älvsjö ("Stockholmsmässan"), entry via
the main entrance on Mässvägen 1.
Agenda
- Election of Chairman of the
Meeting.
- Preparation and approval of
the list of shareholders entitled to vote at the Meeting.
- Election of one or two
minutes checkers who, in addition to the Chairman, shall
verify the minutes.
- Determination of whether the
Meeting has been duly convened.
- Approval of the Agenda.
- The President’s speech.
- Presentation of the annual
report and the auditors’ report as well asnd the
consolidated financial statements and the auditors’
report on the consolidated financial statements for 2001.
- Adoption of the income
statement and the balance sheet and the consolidated
income statement and the consolidated balance sheet.
- Disposition to be made of the
Company’s profits as shown in the balance sheet
adopted by the Meeting.
- The Board of Directors’
proposal regarding its authorization to acquire shares in
the Company.
- The Board of Directors’
proposal regarding (i) the issue by the Company of call
options on repurchased shares in the Company, and (ii)
the transfer by the Company of such shares in the Company
in conjunction with a potential demand for redemption of
call options.
- The Board of Directors’
proposal that the Company’s share capital shall be
reduced by way of 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 accordance with a resolution passed
by a General Meeting of the Company.
- The discharge of the Board of
Directors and of the President from liability for the
fiscal year.
- Determination of the number
of Board members and deputy members to be elected by the
Meeting.
- Determination of the fees to
be paid to the Board of Directors.
- Election of Board members and
deputy members.
- Election of members of the
Nominating Committee.
- Any other business.
The Nominating Committee elected
at the Annual General
Meeting 2001 proposes the following: with regard to items 14 - 16
on the Agenda:
Item 14: As previously, 7
ordinary members and no deputy members.
Item 15: The fees to the
Board members are proposed to be paid as follows for the period
until the close of the next Annual General Meeting: The Chairman
shall receive SEK 550,000 and the other Board members elected by
the Meeting shall each receive SEK 225,000, with the exception
that no fees shall be paid to Board members who are employees of
the Swedish Match Group.
Item 16: The following
ordinary members are proposed: Re-election of Bernt Magnusson,
Jan Blomberg, Lennart Sundén, Meg Tivéus and Klaus Unger.
Election of Tuve Johannesson and Arne Jurbrant (new members).
Item 1: Ingemar Mundebo
will be proposed to be elected Chairman of the Meeting.
Item 9: The Board of
Directors proposes that a dividend be paid to the shareholders in
the amount of SEK 1.45 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 drawn
from the profit carried forward. April 26, 2002 is proposed as
the record date for entitlement to receive a cash dividend.
Payment of the dividend is expected to occur through VPC AB (Swedish
Securities Register Centrer) on May 2, 2002.
Item 10: The Board of
Directors proposes that it be authorized to decide to, prior to
the next Annual General Meeting, acquire 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 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 as part of the Company’s rolling options programme.
The options programme, which was
launched in early 1999, comprises for 2001, 51 senior Company
officials, and the allocation of options is linked to the total
stock returnvalue performance by the Swedish Match share in
comparison with share performancethe total stock return by a
selection of other companies in the industry, and to Earnings Per
Share.
The Board of Directors further
proposes that it be authorized to use repurchased shares as
financing in conjunction with future acquisitions.
The resolutions of the Meeting
with regard to item 10 are contingent upon them being supported
by shareholders representing with at least two- thirds of both
the votes cast and two-thirds of the shareholders present and the
shares represented at the Meeting.
Item 11: The Board of
Directors proposes that the Meeting resolve to allow the Company
to issue up to 2,02742,227857 call options to a combined value of
up to 20,475,000 which corresponds to the value of options
allocated in accordance with the Company’s options programme
for 2001. The options shall be allocated to certain senior
Company officials, with a minimum of 3513,836 options and a
maximum of 2128,712 options per person. The options can be used
to buy shares during the period March 15, 2005 – March 15,
2007 at a redemption price of SEK 77.50. The options’ terms
and conditions were established on the basis of the average price
of the Swedish Match share on the Stockholm Exchange during the
period February 12, 2002 – FebruaryMarch 252, 2002, which
was SEK 1964.42. The Board of Directors considers that the market
value of the options, calculated in accordance with the
conditions at the time when the options’ terms and
conditions were established, is SEK 10.210 per option,
corresponding to a total value of up to SEK 920,475,000. The
Board of Directors further proposes, with divergence from the
shareholders’ preferential right, that the Company be
permitted to transfer a maximum of 2,02742,227857 shares in the
Company at the sale price of SEK 77.50 per share in conjunction
with demands for the redemption of the call options. The number
of shares and the sales price of the shares in the resolutions of
transfer with regard to item 11, may be changed as a consequence
of, inter alia, a bonus issue of shares, a combination or split
of shares, new share issue, reduction of the share capital or any
similar measure.
The resolutions of the Meeting
with regard to item 11 are contingent upon them being supported
by shareholders representing with at least nine- tenths of both
the votes cast and nine-tenths of the shareholders present and
the shares represented at the Meeting.
Item 12: The Board of
Directors proposes a reduction in the Company’s share
capital by SEK 24,000,000 through withdrawal of 10,000,000 shares
in the Company. The shares in the Company which are proposed to
be withdrawn have been repurchased by the Company in accordance
with authorization by the General Meeting of the Company.
The resolutions of the Meeting
with regard to item 12 are contingent upon them being supported
by shareholders representing with at least two- thirds of both
the votes cast and two-thirds of theshareholders present and the
shares represented at the Meeting.
Item 17: The following members
of the Nominating Committee will be proposed: Re-election of
Bernt Magnusson, Anders Ek, Björn Franzon and Lars Otterbeck.
Full details of the Board of
Directors’ proposed resolutions under items 10, 11 and 12
will be available at Swedish Match’s Head Office (Legal
Department) at Rosenlundsgatan 36 in Stockholm, Sweden, as of
April 93, 2002. The resolution under item 11 will then also be
presented on the Company’s homepage www.swedishmatch.com.
The resolution can also be sent to a shareholder at request.
Right to participate in the
Meeting
Participation in Swedish Match’s Annual General Meeting
is limited to shareholders who are recorded in the register of
shareholders maintained by VPC AB (Swedish Securities Register
Center) on April 12, 2002 and who advise Swedish Match no later
than 4:00 p.m. (CET) on Wednesday, April 17, 2002 of their
intention to participate. A shareholder who wants 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, by
telephone +46-8-658 01 62, by telefax +46-8-720 76 56, or via the
internet: www.swedishmatch.secom/stamman.
When giving notice of
participation, the shareholder shall state name, address,
telephone number and personal registration number/corporate
registration number (where applicable).
Receipt of notification will be
confirmed by Swedish Match forwarding an attendance card, which
is to be presented at the entrance to the Meeting.
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. Shareholders who have
trustee-registered shares should request the bank or the broker
holding the shares to request owner-registration, so-called
voting-right registration, several banking days prior to April 12,
2002.
ADR holders
Registered holders of American Depositary Shares representing
Swedish Match shares, will receive proxy materials from the Bank
of New York, the depositary, which will include instructions on
the process for participating in the meeting in person or by
proxy. If American Depositary Shares are held through a bank,
broker or custodian, the holder should contact their bank, broker
or custodian directly.
The entrance to the premises of
the Annual General Meeting will be opened at 3.00 p.m.
Light refreshments will be served
before the Meeting after the Meeting.
Stockholm in March 2002
By order of the Board of Directors
of Swedish Match AB
Bo Aulin, Secretary of the Board
Swedish Match AB (publ)
SE-118 85 Stockholm, Sweden