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Date: 2013-08-01

SKF Notice of Annual General Meeting

Annual General Meeting

For the right to participate at the meeting, shareholders must be recorded in the shareholders' register kept by Euroclear Sweden AB (former VPC AB) by Wednesday, 15 April 2009 and must notify the company at the latest on Wednesday, 15 April 2009 by letter to AB SKF, Group Legal, SE-415 50 Göteborg, Sweden, or by fax +46 31 337 16 91, or via the company's website www.skf.com, or by phone +46 31 337 25 50 (between 09.00 and 16.30). When notifying the company, preferably in writing, this should include details of name, address, telephone number, registered shareholding and advisors, if any. Where representation is being made by proxy, the original of the proxy form shall be sent to the company before the annual general meeting. Shareholders whose shares are registered in the name of a trustee must have the shares registered temporarily in their own name in order to take part in the meeting. Any such re-registration for the purpose of establishing voting rights shall take place by Wednesday, 15 April 2009 at the latest. This means that the shareholder should give notice of his/her wish to be included in the shareholders' register to the trustee well in advance before that date.


Agenda

1. Opening of the Annual General Meeting.
2. Election of a Chairman for the meeting.
3. Drawing up and approval of the voting list.
4. Approval of agenda.
5. Election of persons to verify the minutes.
6. Consideration of whether the meeting has been duly convened.
7. Presentation of annual report and audit report as well as consolidated accounts and audit report for the Group.
8. Address by the President.
9. Matter of adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet.
10. Resolution regarding distribution of profits.
11. Matter of discharge of the Board members and the President from liability.
12. Determination of number of Board members and deputy members.
13. Determination of fee for the Board of Directors.
14. Election of Board members and deputy Board members including Chairman of the Board of Directors.
15. Determination of number of auditors and deputy auditors.
16. Determination of fee for the auditors.
17. Election of auditor and deputy auditor.
18. The Board of Directors' proposal for a resolution on principles for remuneration of Group Management.
19. The Board of Directors' proposal for a resolution on the introduction of SKF's Performance Share Programme 2009.
20. The Board of Directors' proposal for an authorization to the Board of Directors to decide upon the repurchase of the company's own shares for the period until the next Annual General Meeting.
21. Resolution regarding Nomination Committee.




Proposal under item 10

The Board of Directors proposes a dividend for the financial year 2008 of SEK 3.50 per share. It is proposed that shareholders with holdings recorded on Friday, 24 April 2009 be entitled to receive the proposed dividend. Subject to resolution by the Annual General Meeting in accordance with this proposal, it is expected that Euroclear will distribute the dividend on Wednesday, 29 April 2009.

Proposals under items 2, 12, 13, 14, 15, 16 and 17

The Nomination Committee formed according to a resolution of the Annual General Meeting 2008 consists of, besides the Chairman of the Board of Directors, representatives of Foundation Asset Management Sweden AB, Skandia Liv, Alecta and Swedbank Robur funds, shareholders who together represent more than 40 % of the votes of the total number of company shares. The Nomination Committee has informed the company that they propose:

that Leif Östling is elected Chairman of the Annual General Meeting;


that the Board of Directors shall consist of nine members and no deputy members;


that the Board of Directors for the period up to the end of the next Annual
General Meeting, receive a fee according to the following:


a) a firm allotment of SEK 3,175,000, to be distributed with SEK 900,000 to the Chairman of the Board of Directors and with SEK 325,000 to each of the other Board members elected by the Annual General Meeting and not employed by the company;


b) a variable allotment corresponding to the value, calculated as below, of 3,200 company shares of series B to be received by the Chairman and 1,200 shares of series B to be received by each of the other Board members; and
c) an allotment for committee work of SEK 575,000 to be divided with SEK 150,000 to the chairman of the Audit Committee, with SEK 100,000 to each of the other members of the Audit Committee and with SEK 75,000 to each of the members of the Remuneration Committee.

A prerequisite for obtaining an allotment is that the Board member is elected by the Annual General Meeting and not employed by the company.



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