Notice of Extraordinary General Meeting in Micronic
The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice to
attend the Extraordinary General Meeting on Thursday, July 2, 2009, at 9:00 a.m.
at the Company's head office, Nytorpsvägen 9, in Täby, Sweden.
Participation, etc.
Shareholders, who wish to participate in the EGM must be listed in the share
register maintained by Euroclear Sweden AB (the Swedish Central Securities
Depository, previously VPC AB) not later than June 26, 2009, and must notify the
Company of their intention to participate in the EGM not later than June 26,
2009, in writing to Micronic Laser Systems AB (publ.), Box 3141, SE-183 03 Täby,
Sweden. Notification can also be made by telephone +46 (0) 8 638 54 64, or by
e-mail: ankie.jorgne@micronic.se. The notification should include the
shareholder's name, address, telephone number, personal ID or corporate
identification number and the number of shares held.
Shareholders who wish to be represented by a proxy must include a written form
of proxy when notifying the Company. Proxy forms can be downloaded from the
Company's website, www.micronic.se. Representatives for legal entities must
enclose a copy of the registration certificate or equivalent proof of
authorization to sign for the legal entity. Shareholders who wish to bring
advisors to the EGM 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 EGM, shareholders whose shares are
registered in the name of a nominee through the trust department of a bank or
securities broker must request temporary registration of the shares in their own
name with Euroclear Sweden AB. Shareholders must notify their nominee hereof
well before June 26, 2009, at which time the temporary registration must be
effected.
The Company has a total of 39,166,616 shares and votes.
Agenda for the EGM
1. Election of Chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to approve the minutes of the meeting.
5. Consideration of whether the meeting has been duly convened.
6. Resolution regarding the Board's proposed amendment to the Articles of
Association.
7. Resolution regarding the Board's proposed issue of shares.
8. Resolution regarding the number of board members and deputy board members.
9. Determination of fees for the members of the Board of Directors.
10. Election of the members and Chairman of the Board of Directors.
Item 6: Resolution regarding the Board's proposed amendment to the Articles of
Association
In respect of the proposed non-cash issue, the Board of Directors proposes that
the wording of Section 4 of the Company's Articles of Association be changed to
the following:
“The share capital shall amount to not less than SEK twenty five million
(25,000,000) and not more than SEK one hundred million (100,000,000). The number
of shares shall be not fewer than twenty five million (25,000,000) and not more
than one hundred million (100,000,000).”
Item 7: Resolution regarding the Board's proposed issue of shares
The Board of Directors proposes that the EGM resolve that the Company's share
capital be increased by not more than SEK 26,111,077 through the issue of not
more than 26,111,077 new shares. The right to subscribe for new shares shall be
reserved exclusively for the shareholders in MYDATA automation AB (“MYDATA”),
with the right and obligation to pay for the new shares through the transfer of
a total of 6,149,261 shares in MYDATA, with an estimated total value of SEK 304
million. In accordance with the applicable accounting rules, the final value at
which the non-cash property is taken up in the Company's balance sheet will be
determined based on the market price of the Company's shares on the transaction
date, and may therefore differ from the estimated value of the non-cash
property. The new shares grant the right to dividends for the first time on the
record date falling most closely after the share issue has been registered.
Subscription for the new shares shall take place on the subscription list no
later than July 31, 2009. However, the Board shall have the right to extend the
subscription period. Payment for the subscribed shares shall be made through the
transfer of shares in MYDATA in connection with subscription for the shares.
In order to be valid, the decision of the EGM in accordance with the proposed
issue of shares must be supported by at least two thirds of the number of votes
cast as well as the shares represented at the EGM.
Skanditek Industriförvaltning AB (“Skanditek”), which is the largest shareholder
in MYDATA, has been granted a dispensation from the Swedish Securities Council
from the mandatory bid rules that would otherwise apply in that Skanditek will
hold approximately 38 percent of the number of shares and votes in Micronic
after completion of the issue, and will thus be the largest shareholder in the
Company.
Item 8: Resolution regarding the number of board members and deputy board
members
The nomination committee proposes that the Board of Directors for the period
running until the end of the next annual general meeting shall be composed of
six members with no deputy members.
Item 9: Determination of fees for the members of the Board of Directors
The nomination committee proposes that the total remuneration to the Board of
Directors amount to SEK 1,181,000 for the period running until the end of the
next annual general meeting, of which SEK 375,000 concern remuneration to the
Chairman of the Board, SEK 206,000 concern remuneration to the Vice Chairman of
the Board, and SEK 150,000 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 Member with an assignment in the audit
committee and remuneration committee amounting to not more than in aggregate SEK
225,000, to be distributed with SEK 37,500 per Member and assignment, for the
period running until the end of the next annual general meeting.
Item 10: Election of the members and Chairman of the Board of Directors
The nomination committee proposes re-election of the Board Members Lena Treschow
Thorell, Magnus Lindquist, Göran Malm, and new election of Rune Glavare and
Patrik Tigerschiöld for the period running until the end of the next annual
general meeting. It is proposed that Rune Glavare is elected Chairman of the
Board and that Lena Treschow Torell is elected Vice Chairman of the Board.
Information regarding the proposed Board members' positions in other companies
will be held available in good time before the EGM on the Company's website.
The Board of Directors' complete proposal according to item 7 and documents
according Chapter 13, § 6-8 of the Swedish Companies Act, as well as other
relevant documents, 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. The material is also available on the
Company's website, www.micronic.se, under “Corporate Governance”.
Täby, June 2009
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
