The shareholders of Swedish Match
AB are called to the Annual General Meeting on Tuesday, April 24,
2001, 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 1.35 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 36,000,000
through withdrawal of 15,000,000 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proposed to be withdrawn, have been repurchased by the Company.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), Arne Bennborn, Jan
Blomberg, Anders Lannebo, Lennart Sundén (President and CEO),
Meg Tivéus and Klaus Unger as Board of Directors.
By the notice of the meeting it is
also announced that proposition will be put forward to re-elect
Bernt Magnusson and Björn Franzon and elect Anders Ek 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 2000 amounted to 11,533 MSEK.
Swedish Match is listed on OM Stockholm Exchange (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 24, 2001 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 as the
consolidated financial statements and the auditors’
report on the consolidated financial statements for 2000.
- 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.
- Proposed changes to § 6 of
the Company’s Articles of Association.
- Proposed changes to the
Instruction for Swedish Match AB’s Nominating
Committee.
- Election of members of the
Nominating Committee.
- Any other business.
The Nominating Committee elected
at the Annual General Meeting 2000 proposes the following:
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: Re-election of
Arne Bennborn, Jan Blomberg, Bernt Magnusson, Lennart Sundén,
Meg Tivéus, Klaus Unger and Anders Lannebo.
Item 18: It is proposed
that the Instruction for the Nominating Committee be changed so
that (i) the Nominating Committee will consist of a minimum of 3
members and a maximum of 4 members, and (ii) the notice of the
first meeting after each Annual General Meeting is given by the
Chairman of the Board of Directors.
Item 1: Ingemar Mundebo
will be proposed to be elected Chairman of the Meeting.
Item 9: The Board of
Directors proposes that SEK 25,000,000 be allocated to the
statutory reserve, that a dividend be paid to the shareholders in
the amount of SEK 1.35 per share and that the remaining profits
be carried forward. April 27, 2001 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 Center) on May 3, 2001.
Item 10: The Board of
Directors proposes that it be authorized to decide, prior to the
next Annual General Meeting, to 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 OM 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 2000, 47 senior Company
officials, and the allocation of options is linked to the total
stock return by the Swedish Match share in comparison with the
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 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 the Meeting resolve to allow the Company
to issue up to 2,158,537 call options to a combined value of SEK
8,850,000, which corresponds to the value of options allocated in
accordance with the Company’s options programme for 2000.
The options shall be allocated to certain senior Company
officials, with a minimum of 15,732 options and a maximum of 146,341
options per person. The options can be used to buy shares during
the period March 15, 2004 – March 15, 2006 at a redemption
price of SEK 44.50. The options’ terms and conditions were
established on the basis of the average price of the Swedish
Match share on the OM Stockholm Exchange during the period
February 8, 2001 – February 21, 2001, which was SEK 37.05.
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 4.10 per option, corresponding to a total value of up to SEK
8,850,000. The Board of Directors further proposes, with
divergence from the shareholders’ preferential right, that
the Company be permitted to transfer a maximum of 2,158,537
shares in the Company at the sale price of SEK 44.50 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 being supported by
shareholders representing at least nine-tenths of the votes cast
and nine-tenths of the shares represented at the Meeting.
Item 12: The Board of
Directors proposes a reduction in the Company’s share
capital by SEK 36,000,000 through withdrawal of 15,000,000 shares
in the Company. The shares in the Company which are proposed to
be withdrawn have been repurchased by the Company in accordance
with the authorization by the Extraordinary General Meeting on
October 27, 2000.
The resolutions of the Meeting
with regard to item 12 are 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 17: The Board of
Directors proposes that § 6 of the Articles of Association reads
as follows: "With the exception of Board members who may be
elected in another way for statutory reasons, the Board of
Directors shall consist of a minimum of 5 members and a maximum
of 10 members, elected at the Annual General Meeting for the
period through the closing of the next Annual General Meeting."
Item 19: The following members
of the Nominating Committee will be proposed: Re-election of
Bernt Magnusson and Björn Franzon and new election of Anders Ek
and Lars Otterbeck.
Full details of the Board of
Directors’ proposed resolutions under items 10, 11, 12 and
17 will be available at Swedish Match’s Head Office (Legal
Department) at Rosenlundsgatan 36 in Stockholm, Sweden, as of
April 10, 2001.
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, 2001 and who advise Swedish Match no later
than 4:00 p.m. (CET) on Thursday, April 19, 2001 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 53 62, by telefax +46-8-720 76 56, or via the
internet: www.swedishmatch.com/stamman.
When giving notice of
participation, the shareholder shall state name, address,
telephone number (daytime) 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,
2001.
The entrance to the premises of
the Annual General Meeting will be opened at 3.00 p.m.
Light refreshments will be served.
Stockholm in March 2001
By order of the Board of Swedish Match AB
Bo Aulin, Secretary of the Board