Annual General Meeting of Seco Tools AB

Annual General Meeting of Seco Tools AB

The shareholders in Seco Tools Aktiebolag are hereby invited to attend the
Annual General Meeting at 11:30 a.m. on Tuesday, 28 April 2009, at Folkets Hus
in Fagersta, Sweden. 

RIGHT OF PARTICIPATION

To participate in the Meeting, shareholders must be recorded in the share
register maintained by Euroclear Sweden AB (formerly VPC AB) no later than
Wednesday, 22 April 2009. In order to be entitled to participate in the Meeting,
shareholders whose shares are registered in the name of a trustee must
temporarily re-register the shares in their own name with Euroclear Sweden AB in
good time prior to Wednesday, 22 April 2009, when such registration must be
completed. Please note that this procedure also applies to shareholders who use
bank custody accounts and/or who trade via the Internet.

NOTICE OF PARTICIPATION

Shareholders who wish to participate in the Meeting must notify the Board by
writing to Seco Tools AB, Ekonomi, SE-737 82 Fagersta, Sweden, by telephone +46
(0)223-401 01 weekdays 9:00 a.m. -12:00 p.m. and 1:00-4:00 p.m., by fax +46
(0)223-402 00 or by Internet via Seco Tools' website
(www.secotools.com/notification). Notification must be received by Seco Tools AB
no later Wednesday, 22 April 2009. 

When registering, shareholders must provide their name, personal identity or
corporate registration number, address, telephone number and the names of any
assistants. If the shareholder intends to participate through a proxy, a written
form of proxy must be submitted in good time prior to the Meeting. Proxy forms
can be downloaded from the company's website (www.secotools.com/proxy).

AGENDA 

1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.

3. Drawing up and approval of the voting list.

4. Election of one or two persons to verify the minutes.

5. Approval of the agenda.

6. Determination of whether the Meeting has been duly convened. 

7. Address by the President.

8. Presentation of the annual report, the audit report, the consolidated
financial statements and consolidated audit report.

9. Resolution regarding adoption of the income statements and balance sheets of
the Parent Company and the Group.

10. Resolution regarding discharge from liability for the members of the Board
of Directors and the President for the period covered by the accounts.

11. Resolution regarding appropriation of the Company's profits according to the
adopted balance sheet and decision on the record date for dividends.

12. Resolution regarding the number of Board members and deputies. In connection
with this, a report on the work of the nominating committee.

13. Resolution regarding fees to be paid to the Board of Directors and auditors.

14. Election of Board members and the Board Chairman.

15. Resolution regarding the nominating committee, etc., ahead of the 2010 AGM.

16. Resolution regarding the Board's proposed principles for remuneration to
senior executives.

17. Adjournment of the Meeting.


PROPOSALS FOR DECISION 

Item 11 - Dividend and record date

The Board proposes a regular dividend of SEK 3.20 per share. The proposed record
date is Monday, 4 May 2009. If the Meeting approves the proposal, dividends are
expected to be disbursed by Euroclear Sweden AB on Thursday, 7 May 2009.

Proposals of the nominating committee

The nominating committee consists of committee chairman Lars Pettersson (Sandvik
AB), Jan Andersson (Swedbank Robur Fonder), Ramsay J. Brufer (Alecta
Pensionsförsäkring), Anders Algotsson (AFA Försäkring) and Seco Tools' Board
Chairman Anders Ilstam. 

The nominating committee proposes the following:

Item 2: Election of Board Chairman Anders Ilstam as Chairman of the Meeting.Item 12: Eight regular Board members and no deputies.

Item 13: It is proposed that Board fees be unchanged from the previous year, and
that these be paid in a total amount of SEK 1,800,000, of which SEK 450,000 to
the Chairman and SEK 225,000 to each Board member not employed by the Company.
It is also proposed that total fees of SEK 220,000 be paid for work on the audit
committee, of which SEK 100,000 to the chairman of the audit committee and SEK
60,000 to each of the other members. It is further proposed that fees to the
auditors be paid according to current account.

Item 14:	Re-election of Board members Annika Bäremo, Stefan Erneholm, Jan-Erik
Forsgren, Anders Ilstam, Staffan Jufors, Peter Larson, Carl-Erik Ridderstråle
and Kai Wärn.

Re-election of Anders Ilstam as Board Chairman.

Item 15:	The Company shall have a nominating committee consisting of one
representative for each of the four largest shareholders in terms of voting
power together with the Board Chairman (convener). When appointing the
nominating committee, the largest shareholders shall be determined on the basis
of information from Euroclear Sweden AB on the last banking day in August 2009.
The composition of the nominating committee shall be announced immediately after
it has been appointed. The chairman of the nominating committee shall be the
member representing the largest shareholder in terms of voting power. The
mandate period of the nominating shall extend until the next nominating
committee has been appointed. 

The tasks of the nominating committee are to make recommendations regarding
election of the chairman of the AGM, the number of Board members, fees to be
paid to Board members and auditors, election of Board members and the Board
Chairman and recommendations for the appointment and responsibilities of the
nominating committee ahead of the 2011 AGM. 
In the event that a member leaves the nominating committee before completing
his/her assignment, a replacement may be appointed by the same shareholder if
deemed necessary by the nominating committee. 
In the event that a shareholder who has appointed a member to the nominating
committee has significantly reduced its holding in the Company, such member may
resign and a representative for the shareholder next in order of size be given
the opportunity to replace this member if deemed necessary by the nominating
committee. If ownership conditions should otherwise change significantly before
the nominating committee has fulfilled its duties, it shall be possible to
change the composition of the committee, if the committee so decides and in a
manner deemed appropriate by the committee. 

The Company shall provide reasonable compensation for cost incurred in
connection with the performance of the nominating committee duties. No fees
shall be paid to the members of the nominating committee.


Item 16 - Decision regarding the Board's proposed principles for remuneration to
senior executives

The Board proposes that the Meeting resolve to adopt the following principles
for remuneration to senior executives. The proposal is identical to the
resolution passed by the 2008 AGM.

The proposal is designed to ensure that Seco Tools can offer a globally
market-based level of compensation that enables the Company to attract and
retain qualified staff for its executive management. 

The total remuneration package consists of fixed salary and variable salary made
up of one annual and one long-term component, as well as pension benefits and
other benefits. Fixed salary, which is individual and differentiated on the
basis of responsibilities and performance, is set according to market-based
principles and is subject to yearly review. The variable component is based on
the attainment of predetermined performance targets that are related to the
Company's earnings trend and attainment of other key objectives. For the Group
Executive Management, the yearly variable portion may not exceed 30-60% of fixed
salary and the long-term variable portion may not exceed 20-40% of fixed salary.

Pension benefits for members of the executive management normally consist of a
basic component comprising the ITP plan with a contractual retirement age of 65
years. In addition, senior executives may be entitled to i) a defined
benefit-based pension between the ages of 60 and 65 years for the President and
between the ages of 62 and 65 years for other members of the Group Executive
Management ii) a supplementary premium-based pension. Termination benefits are
payable in the event of termination of employment on the part of Seco Tools,
provided that dismissal is not due to gross negligence. Any income from
employment is deducted from the termination benefits, which correspond to
between 12 and 18 monthly salaries for individuals under the age of 55 years and
between 18 and 24 monthly salaries for individuals over the age of 55 years.

The Board shall have the right to deviate from the guidelines adopted by the AGM
in individual cases where there is special reason to do so. The senior
executives covered by the proposal include the President and the other members
of the Group Executive Management.


SHARES AND VOTES

The Company has a total of 145,467,690 shares and a total of 536,967,690 votes. 

DOCUMENTS

The annual report, audit report and the complete proposals for decision
regarding items 11-16 will be available by 2 April 2009, at the latest, at Seco
Tools AB and on the Company's website (www.secotools.com). The documents will be
sent free of charge to those shareholders who so request.

PROGRAM FOR SHAREHOLDERS 

Registration for the Meeting will begin at 11:00 a.m. Coffee will be served
starting at 10:00 a.m.
Fagersta, March 2009

SECO TOOLS AB (publ)

The Board of Directors