Notice of Annual General Meeting in Micronic
The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice to
attend the Annual General Meeting (AGM), to be held on Thursday, April 3, 2008,
at 5.00 pm at Näsby Slott (Room: Galleriet), Djursholmsvägen 30, Täby, Sweden.
Participation, etc.
Shareholders, who wish to participate in the AGM, must be listed in the share
register kept by VPC AB (the Swedish Central Securities Depository) by March 28,
2008, and must notify the Company of their intention to participate in the AGM
not later than 12.00 pm on March 28, 2008, in writing to Micronic Laser Systems
AB (publ), P.O. Box 3141, SE-183 03 Täby, Sweden. Such notification can also be
made by telephone +46 (0) 8 638 54 64, or by e-mail: ankie.jorgne@micronic.se.
In the notification, the name, address, telephone number, personal ID or
registration number and the number of shares held shall be stated.
Shareholders who are represented by a proxy shall include a written proxy when
they notify the Company. Proxy forms can be collected from the Company's
homepage, www.micronic.se. Representatives of legal entities shall enclose a
copy of the registration certificate or an equivalent document which shows who
are authorized to sign for the legal entity. Shareholders who wish to bring
advisors to the AGM must notify the Company of the number of advisors (not more
than two) in the manner stated above.
To be entitled to participate in the AGM, shareholders whose shares are
registered in the name of a nominee through the trust department of a bank or in
the name of another nominee, must request temporary registra¬tion of the shares
in their own name with VPC. Shareholders must notify their nominee hereof well
before March 28, 2008 as the temporary registration must be effected by this
date.
There are a total amount of 39 166 616 shares and votes in the Company.
Agenda for the AGM
1. Election of Chairman of the meeting (see below).
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons who shall approve the minutes of the meeting.
5. Consideration of whether the meeting has been duly convened.
6. Speech by the Chief Executive Officer.
7. Presentation of annual report and auditor's report as well as of the
consolidated financial statements and the auditor's report for the group.
8. Resolutions regarding the adoption of the income statement and the balance
sheet as well as the consolidated income statement and the consolidated balance
sheet.
9. Resolutions regarding the allocation of the Company's result pursuant to the
adopted balance sheet (see below).
10. Resolutions regarding discharge from liability of the members of the Board
of Directors and the Chief Executive Officer.
11. Election of the members and Chairman of the Board of Directors (see below).
12. Determination of fees for the members of the Board of Directors and the
auditors (see below).
13. The Board of Directors' proposal regarding guidelines for remuneration for
the management (see below).
Item 1: Chairman of the AGM
The nomination committee, which is composed of Ramsey Brufer (Alecta), Anders
Ljungqvist (AMF), Ulf Strömsten (Catella), Annika Andersson (Fjärde AP-fonden),
and Göran Malm (Chairman of the Board), proposes that Christer Zetterberg is
elected Chairman of the AGM.
Item 9: Disposition of accumulated deficit
The Board of Directors proposes that the Parent Company's accumulated loss
deficit of SEK 61 366 963, shall be carried forward to new account.
Item 11: Election of members and Chairman of the Board of Directors
The nomination committee proposes that the Board of Directors for the period
running until the end of the next AGM shall be composed of seven members with no
deputy members. The nomination committee proposes re-election of the Board
Members Jörgen Centerman, Sigrun Hjelmquist, Magnus Lindquist, Sven Löfquist,
Göran Malm, Lena Treschow Thorell and new election of Christer Elmehagen, for
the period running until the end of the next AGM. It is proposed that Christer
Elmehagen is elected Chairman of the Board and that Göran Malm is elected Vice
Chairman of the Board. Christer Zetterberg has declined re-election. Christer
Elmehagen is the Chief Executive Officer of AMF Pension and has board
assignments in Koneo (chairman), Optimal Print A/S (chairman), AMF Pension
Fondförvaltning AB, Försäkringsarbetsgivarorganisationen and
Försäkringsförbundet.
Item 12: Determination of fees for the members of the Board of Directors and the
auditors
The nomination committee proposes that the total remuneration to the Board of
Directors amount to SEK 1,575,000 for the period running until the end of the
next AGM, of which SEK 500,000 concern remuneration to the Chairman of the
Board, SEK 275,000 concern remuneration to the Vice Chairman of the Board, and
SEK 200,000 concern remuneration to each of the other Board Members who are not
employed by the Company. In addition, the nomination committee proposes
remuneration to Board Members with an assignment in the audit committee and
remuneration committee amounting to not more than in aggregate SEK 350,000, to
be distributed with SEK 50,000 per Member and assignment, for the period running
until the end of the next AGM.
The nomination committee also proposes that the auditors' fee for the period
running until the end of the next AGM is taken on current account.
Item 13: The Board of Directors' proposal regarding guidelines for remuneration
for the management
The Board of Directors proposes guidelines for remuneration for the management,
which basically provide that the management shall be offered remuneration and
other terms of employment in line with market practice. When deciding the actual
level of remuneration, elements such as competence, experience as well as
performance are to be taken into account. The total remuneration shall consist
of the following components: (i) fixed remuneration; (ii) variable remuneration;
(iii) stock options allocated in accordance with the stock option plan 2007/2012
resolved on by the AGM; (iv) pension benefits; (v) other benefits; and (vi)
terms and conditions for resignation. The variable remuneration shall be paid in
relation to the performance goals achieved by the Company as a whole as well as
the results achieved by the individual or unit in question. The variable
remuneration shall amount to not more than 75 per cent of the fixed
remuneration. The guidelines are valid as from the AGM 2008.
The annual report and the auditor's report as well as other documents relating
to the above proposals are available at the Company at Nytorpsvägen 9 in Täby
(Sweden) and will be sent to those shareholders who so request and who inform
the Company of their mailing addresses.
Täby, Sweden, March, 2008
Micronic Laser Systems AB (publ.)
The Board of Directors
About Micronic Laser Systems AB
Micronic Laser Systems is a Swedish high-tech company engaged in the
development, manufacture and marketing of a series of extremely accurate laser
pattern generators for the production of photomasks. The technology involved is
known as microlithography. Micronic´s product offering also includes metrology
systems for display photomasks. Micronic´s systems are used by the world´s
leading electronics companies in the manufacture of television and computer
displays, semiconductor circuits and semiconductor packaging components.
Micronic is located in Taby, north of Stockholm and at present has subsidiaries
in the United States, Japan, South Korea and in Taiwan. Micronic maintains a web
site at: http://www.micronic.se
