AGREEMENT   

 

Atlas Copco AB (“Atlas Copco”) 

and

 The Atlas Copco European Works Council (the “Council”)

 have this day March 31, 2001 entered into this Agreement.

  

1.        Background

 1.1     By Council Directive 94/45/EC of September 22, 1994, amended by 97/74/EC of
           December 15, 1997, (the “Directive”) all the EU member states party to the
           Agreement on Social Policy (Belgium, Denmark, Germany, Greece, Spain, France,
           Ireland, Italy, Luxembourg, Netherlands and Portugal) were obliged to bring into
           force the laws, regulations and administrative provisions necessary to comply with
           the Directive no later than September 22, 1996. Sweden, Austria and Finland are
           now as members of the EU also bound by the Directive and have accordingly
           implemented laws to comply with the Directive as well as have Norway due to its
           EEA participation and also United Kingdom of Great Britain and Northern Ireland.

 1.2    The Directive and the various laws enacted in compliance with the Directive obliges a company of the size of Atlas Copco to establish a European Works Council if so requested by the trade unions. However according to Article 13 of the Directive the obligations arising from the Directive shall not apply to group of companies which prior to September 22, 1996 have entered into an agreement with its workforce and any subsequent renewals thereof.              

 1.3    On October 19, 1994 various Atlas Copco trade unions presented a draft to Atlas Copco for an agreement to establish the Council. The parties agreed that it was an advantage to have an internal agreement instead of the alternative, which would have been the Swedish Law enacted in compliance with the Directive.

 1.4    On October 11, 1995 the working group of the unions and Atlas Copco Management met and the agreement was signed.

 1.5    The Working Group (as hereinafter defined) proposed in January 1999 certain modifications to the existing agreement. The parties have now after negotiations agreed to renew the agreement entered into on October 11, 1995.

 2.       Establishment of the Council

 2.1     The parties have agreed to establish a Council.

 2.2    The Council shall be composed of Atlas Copco Group employees of the EEA Member States, including Great Britain and Northern Ireland, (the “Countries”), appointed by local employees' organizations or by members in a Works Council as further regulated by local law and practice.

 2.3     The number of delegates to the Council shall be as follows: (i) the Countries represented in the Working Group each four delegates (including the members of the Working Group), (ii) France, Great Britain and Italy each two delegates. If a Country no longer will be represented in the Working Group then such Country will lose one delegate and the Country becoming a member of the Working Group will at the same time gain one delegate. Further to these delegates the Working Group may invite five additional delegates to each yearly meeting. Such invited delegates shall be Atlas Copco Group employees from other Countries than the Countries set forth in (i) and (ii) above. The invited delegates shall all be able to handle either the English, Flemish/Dutch, French, German or Italian language so that no additional interpretation is necessary.

 2.4    If and when a delegate is no longer employed by an Atlas Copco Group
         Company in a Country such delegate shall automatically and with immediate effect         
         cease to be a delegate of the Council. 

  

3.        Role and authority of the Council

 3.1    The Council is established to serve as a platform for information and consultation i.e. exchange of views and establishment of dialogue between the employees’ representatives and Atlas Copco Management.

 3.2    The competence of the Council is limited to matters, which concern Atlas Copco Group Companies in two or more Countries.

 3.3    The administrative seat of the Council shall be Sweden and the working language of the Council shall when the Council so decides be English.

 4.       Meetings of the Council and Atlas Copco Management

 4.1    The Council shall meet with Atlas Copco Management once a year to be informed on the progress of the business of the Group and its future prospects worldwide but with emphasize on the European situation. The language of the meeting shall be English. Available written information in respect of what is listed in 4.2 shall be distributed in English to the delegates no later than two weeks prior to the meeting so as to enable an active discussion at the meeting. The President of the Group will decide who will attend from Atlas Copco Management, preferably including a Business Area President.

 4.2    This yearly meeting shall in particular provide information in respect of the following:

          1.     Any substantial organizational or structural changes of the Group;

2.     the economic and financial situation of the Group;

3.     the development of the business and of production and sales;

4.     the situation and probable trend of employment;

5.     investments of SEK 10 million and above;

6.     transfers of production and cut-backs or closures which concern more than 10    
   employees per event in two or more Countries;

7.     mergers and acquisitions.

 

4.3      The yearly meeting shall be held on Thursday to Sunday, the mentioned days being allocated to travel. Friday shall be used for internal discussions within the Council whereas Saturday shall be allocated to the meeting with Atlas Copco Management. The Council may, if they so wish, deliver an opinion during that meeting or later during the same day. The opinion and the meeting shall not affect the prerogatives of Atlas Copco Management. The place for the meeting shall be as decided by Atlas Copco Management and the Working Group.

4.4       The delegates shall receive by mail the Atlas Copco Group’s annual and quarterly  
  reports.

 5.       Establishment of a Working Group

 5.1     The parties have agreed to establish a Working Group.

 5.2     The members of the Working Group will be elected in accordance with local law and  
           practice and be delegates of the Council.

 5.3     The Working Group shall consist of three members, one member from Sweden and  
           one member from each of the two Countries (excluding Sweden) with most
           employees. The Swedish member shall be the chairman of the Working Group. The
           Working Group may decide to appoint a secretary who is in addition to the three
           members. The secretary is a delegate of the Council but not a member of the
           Working Group. The Working Group shall establish a well-defined role and task for
           the secretary. 

 5.4    The administrative seat of the Working Group is Sweden.

 5.5    The members of the Working Group are appointed for a period of four years. Irrespective of this when a member of the Working Group is no longer an employee of an Atlas Copco Company in any of the Countries or a change should take place as per clause 5.3 he/she will with automatic effect cease to be a member of the Working Group.

 6.       Role and authority of the Working Group

 6.1    The Working Group shall be responsible for and have the authority:

          1.     to prepare the agenda for the meetings of the Council and to approve the  
         minutes;

2.     to organize such meetings;

3.     to create a base for the flow of information and communication between the       
  delegates of the Council;

4.     to co-ordinate the work of the Council;

5.     to perform such tasks as are set out in clauses 7.1 and 7.2;

6.     to negotiate with Atlas Copco Management any changes to this Agreement
   including to terminate it and enter into it;

7.     to engage experts when deemed necessary, for them to be able to carry out
   their tasks properly.  

 6.2     The authority and competence of the Working Group is limited as set out in this  
           Agreement.

 7.       Information and Meetings of the Working Group and Atlas Copco Management

 7.1    In the event of exceptional circumstances, particularly relocations, closure of operations and collective redundancies, affecting employees’ interests in at least two of the Countries to a considerable extent and involving more than 50 employees or more than 50% of the total workforce of the involved company/ies, Atlas Copco Management or Management in the affected Countries shall inform in writing the Working Group. Such information (to be provided in English), and consultation as per clause 7.2 shall be held as soon as possible and at a moment in time when this information and consultation still have significance.

 7.2    The Working Group may in circumstances set out in clause 7.1 have the right to meet with the Management in question so as to be further informed and consulted. A request for a meeting shall be received by the Management in question no later than five days from the date when the Working Group received written information.

 7.3    In the event the members of the Working Group are not employees of the companies affected also the delegates of the Council employed by such affected companies shall be invited to the meeting, if any.

 7.4    The language of the meeting will be English. The Working Group may if they so wish deliver an opinion at the end of the meeting or within a week thereafter. The opinion and the meeting shall not affect the prerogatives of the Management in question.

 8.      Costs in connection with the Council and the Working Group

 8.1    Atlas Copco shall cover costs for meeting rooms, interpretations and translations in conjunction with the meetings of the Council.

 8.2    Salaries, daily allowances, costs for travel and lodging - in a most cost efficient way - will be covered by each delegate’s employer in accordance with local rules.

 8.3    Atlas Copco shall cover the costs (including experts) for the Working Group in accordance with and as limited by a budget approved by Atlas Copco Management for each year. The Working Group shall no later than at the end of September each year provide Atlas Copco Management with a budget proposal.

 9.      Confidentiality

 9.1     Other than when business or operating secrets may be jeopardized Atlas Copco Management shall be obliged to provide information as per sections 4 and 7.

 9.2    Any information designated as confidential given to the delegates of the Council or the members of the Working Group as per this Agreement shall be treated as such i.e. may not be divulged to anyone else until Atlas Copco Management advises differently.

 10.     Miscellaneous

 10.1   The delegates of the Council and the members of the Working Group will be given the opportunity to perform their duties per this Agreement during working hours with no salary deduction.

 10.2   The delegates of the Council and the members of the Working Group shall in the exercise of their functions under this Agreement enjoy the same protection and guarantees, including but not limited to discriminating actions, provided for employees’ representatives by the national legislation and practice in force in their respective country of employment.

 10.3   This Agreement shall not affect the rights to information and consultation employees
          and trade unions may have locally under applicable country specific laws and
          agreements.

 10.4   Division Presidents and the heads of the Holding functions in the Countries shall be informed by Atlas Copco Management of the existence and contents of this Agreement. The heads of the Holding functions shall inform the General Managers in respective Countries of the existence and contents of this Agreement.

 

10.5    The delegates of the Council and the members of the Working Group have the right to necessary training e.g. English, paid for and approved by the local companies.

 

10.6    This Agreement is valid until terminated by twelve months’ prior written notice.

 

                                                                ______________________

                                                                         Atlas Copco AB

                                                                                (publ)

 

 

_______________         ________________

Giulio Mazzalupi                                                        Marianne Hamilton

  

The Atlas Copco European Works Council

 

 

_________________      __________________

Bengt Lindgren             Wolfgang Hahn

 

 

__________________

Werner van Rompaey