In advance of the SinterCast Annual General Meeting (AGM) 2009, to be
held on Thursday 7 May 2009 at 15:00 at the premises of the Royal
Swedish Academy of Engineering Sciences (IVA), Grev Turegatan 16,
Stockholm, the Nomination Committee has decided to propose
re-election of the current Board members. Considering the effects of
the current economic downturn on the global foundry and automotive
industries, the Nomination Committee judges that it is important to
maintain the stability and experience of the current SinterCast
Board. Accordingly, the Nomination Committee proposes re-election of
Ulla-Britt Fräjdin-Hellqvist as Chairman, Aage Figenschou as
Vice-Chairman and, Andrea Fessler, Robert Dover and Steve Dawson as
ordinary Board members.
The Board of Directors propose to appoint the Nomination Committee
consisting of three members and to re-elect as members Ulla-Britt
Fräjdin-Hellqvist, in her capacity of Chairman of the Board
Directors, and Mr Lars Ahlström, currently SinterCast's second
largest shareholder, as a representative of large shareholders. One
additional member, with the mandate to represent small shareholders,
will be presented before the AGM. Lennart Svantesson has declined
re-election and is hereby thanked for his years of service to
SinterCast.
The Board of Directors also propose that the AGM decide to adjust the
existing Employee Stock Option Programme such that the exercise price
for the shares previously determined to be SEK 121 be revised to 100%
of the average volume weighted price paid for the SinterCast share
listed on the OMX Nordic Exchange for each trading day during the
period 17-30 April 2009, however, not lower than the share's quotient
value. This adjustment refers both to the employee stock options and
to the subscription price of the underlying warrants. The employee
stock options shall, in addition, be assigned a ceiling such that any
profit, at exercise, cannot exceed SEK 20 per option and that any
gains beyond the SEK 20 shall be awarded to the Company. The
proposal is motivated by the fact that the Company's share price has
developed negatively during the period and that, under the current
conditions, the options will not in all probability be subscribed to.
Consequently, the current option programme no longer provides any
form of incentive for the employees. The purpose of an incentive
program is to ensure that key individuals regard their employment
terms to be sufficiently attractive that they wish to remain employed
by the company. Assuming an average volume weighted share price of
SEK 30 during the 17-30 April 2009 period, and assuming an eventual
exercise price of SEK 30, the proposal will result in a reported
statutory cost, according to IFRS 2, of approximately SEK 0.9
million. Assuming that the share price will exceed SEK 50 during
the 1 November 2009 to 31 January 2010 subscription period, the
proposal will result in estimated social security charges of
approximately SEK 0.9 million. These amounts will be accounted for
during May-October 2009. The proposed revision of the exercise price
has no additional impact on the dilution of capital or votes, which
had previously been calculated at approximately 4.5%. A valid
resolution requires that it is supported by shareholders representing
at least nine tenths of the votes (shares) registered at the AGM.
The Board of Directors further propose that the AGM authorise the
Board to, on one more occasions prior to the next AGM, approve an
increase in share capital through one or more new share issues with
preferential rights. Under the terms of a new share issue, each
shareholder shall have pre-emption rights to subscribe for new shares
in relation to the number of shares that the shareholder previously
held. Shares that are not subscribed for using pre-emption rights
shall be offered to all shareholders for subscription. In the event
that all shares are not subscribed, allocation shall be made to
guarantors and other subscribers with no pre-emption rights. As the
decision does not affect the shareholders' pre-emption rights,
resolution requires a simple majority of the votes cast.
The Board of Directors also propose that the AGM authorise the Board
to, on one or more occasions prior to the next AGM, decide upon the
acquisition and disposal of SinterCast shares such that the Company's
shareholding at any given time shall not exceed 10 percent of the
total shares in the Company, and to transfer the number of SinterCast
shares that the company holds at any given time, with a deviation
from the shareholders' pre-emptive rights. The purpose of the
authorisation is for the Company to be able to buy its own shares so
as to adapt the capital structure of the company to the capital
requirements at any given time and to be able to transfer shares in
connection with the potential acquisition of a company or business.
A valid resolution requires that it is supported by shareholders
representing at least two thirds of the votes (shares) registered at
the AGM.
Shareholders can register to attend the SinterCast Annual General
Meeting by e-mail at the dedicated e-mail address:
agm.registration@sintercast.com, or by contacting SinterCast by post,
fax or telephone. Documents related to the AGM, including the Annual
Report 2008, will be available on the SinterCast website
(www.sintercast.com) from 23 April 2009.
Stockholm, 9 April 2009
On behalf of the Board of Directors
and the Nomination Committee
Dr Steve Dawson
President & CEO
SinterCast AB (publ)
Tel: +46 8 660 7750
Fax: +46 8 661 7979
e-mail: steve.dawson@sintercast.com
SinterCast is the world's leading supplier of process control
technology for the reliable high volume production of Compacted
Graphite Iron (CGI). With at least 75% higher tensile strength, 45%
higher stiffness and approximately double the fatigue strength of
conventional grey cast iron and aluminium, CGI allows engine
designers to improve performance, fuel economy and durability while
reducing engine weight, noise and emissions. SinterCast produces a
variety of CGI components ranging from 2 kg to 17 tonnes, all using
the same process control technology. The end-users of SinterCast-CGI
components include Aston Martin, Audi, Caterpillar, Chrysler, DAF
Trucks, Ford, Ford-Otosan, General Electric Transportation Systems,
General Motors, Hyundai, International Truck and Engine, Jaguar, Kia,
Land Rover, MAN, MAN B&W Diesel, Porsche, PSA Peugeot-Citroën,
Renault, Rolls-Royce Power Engineering, Toyota, Volkswagen, Volvo and
Waukesha Engine. The SinterCast share is quoted on the Small Cap
segment of the Nordic Exchange, Stockholm (Stockholmsbörsen: SINT).
END
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