The shareholders of SinterCast Aktiebolag (publ), (the "Company") are
hereby invited to attend the Extraordinary General Meeting (the
"Meeting") to be held on Thursday 20 August 2009, at 14:00 hours at
the premises of Remium AB, Kungsgatan 12-14, Stockholm, Sweden.
Right to Participate and Vote
Shareholders who wish to participate in the Meeting shall:
- be entered into the share register kept by the Swedish Securities
Registry Euroclear Sweden AB ("Euroclear") (formerly VPC AB) on
Friday 14 August, 2009 and
- give notice of participation to SinterCast before 12:00 noon on 14
August 2009.
Shareholders, whose shares are registered in the name of a nominee
must request to be temporarily entered into the share register kept
by Euroclear as of 14 August 2009 in order to be entitled to
participate in the Meeting. The nominee should be requested to
re-register the shares well before that date.
Notice of Participation
Notice of participation can be made in writing to SinterCast AB
(publ), P.O. Box 102 03, SE-100 55 Stockholm, Sweden, via telephone
+46 8 660 77 50, fax +46 8 661 79 79 or by e-mail:
egm.registration@sintercast.com.
A shareholder may be accompanied by advisors only if the shareholder
has informed SinterCast of the advisors' attendance before 12:00 noon
on 14 August, 2009. A shareholder may not be accompanied by more than
two advisors. Shareholders who intend to participate in the Meeting
are required to provide their name, personal identity number (Swedish
citizens only) or organisation number, address, telephone number and
holding of shares. The shareholder shall provide the same information
for accompanying advisors, if applicable.
Representatives
If a shareholder's participation is to be made through a
representative or by proxy, a power of attorney must be provided with
the notification including, in the case of a legal entity, certified
proof of registration, or in the case of a personal representation,
other documents proving the signatory's authorisation. Power of
attorney forms are available at www.sintercast.com and can also be
provided by post.
Proposed Agenda
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of the list of shareholders entitled to
vote at the Meeting
4. Approval of the Agenda
5. Election of attendees to verify the minutes together with the
Chairman
6. Determination of whether the Meeting has been duly convened
7. Decision of the Board of Directors' proposal on issue of new
shares and share warrants of Series 2009/2010 with pre-emption
rights for existing shareholders
8. Decision of the Board of Directors' proposal on an Employee Stock
Option Programme for employees of the SinterCast Group including:
a) Issue of employee stock options and
b) Issue of share warrants to SinterCast Personnel AB
9. Closing of the Meeting
Proposals
Item 7: Decision of the Board of Directors' Proposal on Issue of New
Shares and Share Warrants of Series 2009/2010 with Pre-emption Rights
for Existing Shareholders
The Board of Directors proposes, subject to the approval of the
shareholders, to increase the Company's share capital by not more
than SEK 1,388,224 through an issue of not more than 925,483 new
shares and not more than 925,483 share warrants of Series 2009/2010.
The proposal is to be decided by the Meeting.
The right to subscribe for new shares and share warrants shall belong
to those persons who on the record date for the new issue of shares
are recorded as shareholders of the Company in the share register
kept by Euroclear. Each such shareholder shall have a pre-emption
right to obtain one (1) subscription right for one (1) existing
share. Six (6) subscription rights entitle the holder to subscribe
for one (1) Unit consisting of one (1) share and one (1) share
warrant. Shares and share warrants may only be jointly subscribed for
in Units.
In the event that all Units are not subscribed for with subscription
rights based on pre-emption rights, Units shall be allocated to
shareholders who have subscribed for additional Units without such
subscription rights. Such allocation shall be made pro rata, in
relation to the number of Units each such shareholder has subscribed
for under their subscription rights. Units shall thereafter be
allocated to the public who subscribe for Units without subscription
rights, in proportion to such amount subscribed for.
Each Unit is issued at a subscription price of SEK 25, where the
subscription price for each share is SEK 25. Accordingly, the initial
amount of the new rights issue is SEK 23,137,075. The share warrants
are not issued against payment.
Subscription and payment for a Unit by a shareholder with
subscription right shall be made during the period from 31 August to
14 September 2009. Subscription for a Unit by a shareholder or a
member of the public without a subscription right shall also be made
during the above mentioned subscription period. Payment of Unit
without subscription right shall be made no later than the third bank
day following the subscriber's receipt of confirmation notice of the
subscription. The Board of Directors shall have the right to extend
the subscription and payment periods.
Subscription of shares by virtue of the share warrants shall be made
in accordance with the terms and conditions of the share warrants of
Series 2009/2010 during the period from 1-30 September 2010. Two (2)
share warrants entitle the holder to subscribe to one (1) new share
in the Company at a subscription price of SEK 25.
The record date for participation in the new issue of shares and
share warrants shall be 27 August 2009.
As the decision does not affect the shareholders' pre-emption rights,
resolution requires a simple majority (more than 50%) of the votes
cast.
Item 8: Decision of the Board of Directors' Proposal on a Employee
Stock Option Programme for Employees of the SinterCast Group
including
a) Issue of Employee Stock Options and
b) Issue of Share Warrants to SinterCast Personnel AB
The Board of Directors proposes, subject to the Meeting's decision,
to implement an employee stock option programme, including a directed
issue of employee stock options and share warrants, with deviation
from the shareholders pre-emption rights, substantially in accordance
with the below. This proposal is motivated by the fact that the
employees are effectively without a current incentive programme and
that the Board judges that it is critical for SinterCast, as a
technology specialist company, to motivate and secure its key staff.
The maximum dilution effect is calculated to amount to approximately
4.2 percent of the total number of shares and votes in the Company,
taking into account shares and share warrants issued due to approval
of the Board of Director's resolution on issue of new shares and
share warrants of Series 2009/2010 with pre-emption rights for
existing shareholders, in accordance with item 7 above, provided that
there is full subscription and full utilisation of all share
warrants. The dilution effect excluding the share issue and issue of
share warrants in item 7 is calculated to amount to 5.1 percent.
a) Issue of Employee Stock Options
The employee stock options, which are not issued against payment,
shall be allocated to all staff currently employed in the SinterCast
Group at the issue (13 persons), and any future employees of the
Group. The stock options entitle each such employee to acquire one
(1) share in the Company. The employee stock options are not
transferrable. The maximum number of stock options to be allotted
will be 285,000, where the President & CEO shall be allocated a
maximum of 150,000 employee stock options and other members of the
management team and key staff shall be allocated a maximum of 20,000
employee stock options each. Other employees shall be allocated a
maximum of 7,500 employee stock options each. A total of 5,000 stock
options will be retained for distribution to new employees that may
join the company during the term of the programme. Allocation under
the stock option plan is subject to the employee stock option holder
waiving his or her right to options under the outstanding stock
option plan.
The options will run for a period of approximately four (4) years,
where 15 percent of the allotted options can be subscribed for shares
during the period of 1 November to 15 December one (1) year after
the issue date, 20 percent can be subscribed for shares during the
period of 1 November to 15 December after two (2) years, 25 percent
during the period of 1 November to 15 December after three (3) years
and the remaining 40 percent during the period of 1 November to 15
December after four (4) years, provided that the employee is still
employed by the Group at the aforementioned point of times.
The subscription price will correspond to an annual increase of ten
(10) percent of the average volume weighted price paid for one
Company share on the Stockholm Stock Exchange during the period of
ten trading days from 6 August to 19 August 2009, corresponding to an
increase of 46.5 percent over the four year term of the programme.
The employee stock options shall be subject to a ceiling such that
any profit, at exercise, cannot exceed SEK 50 per option.
b) Issue of Share Warrants to SinterCast Personnel AB
As surety for the Company's undertakings under the employee stock
option programme, when holders of the employee stock options wish to
subscribe for shares, it is proposed to the Meeting to approve the
Board of Director's proposal to issue not more than 300,000 share
warrants which each entitle the subscription of one (1) share. The
share warrants shall be issued to SinterCast Personnel AB, a wholly
owned subsidiary of SinterCast AB. The subsidiary shall be entitled
to acquire the share warrants free of charge and shall, following
subscription, be entitled to dispose over them with the aim of
fulfilling the undertakings under the employee stock option programme
above. Subscription of warrants shall be made no later than 30
September 2009. Transfer can subsequently take place without
remuneration. During the option term, 1 November 2010 - 31 December
2013, a holder of share warrants shall be entitled to subscribe for
one (1) new share at a subscription price corresponding to the
subscription price for employee stock options by virtue of the
underlying share warrant.
Based on an average volume-weighted price of SEK 40 during 6-19
August 2009, preliminary calculations show that costs under IFRS2
will amount to approximately SEK 1.8 million, subject to full
subscription. The costs will be expensed during the term of the
warrants. Assuming that all options will be realised at the maximum
ceiling of SEK 50, the social security costs are expected to amount
to approximately SEK 3.0 million, expensed continuously during the
period in which they are incurred. With full exercise of the options,
the Company's share capital will increase by not more than SEK
300,000. This increase is equivalent to a dilution effect of
approximately 5.1% of the total number of shares and votes in the
Company (4.4% of the total number of shares and votes after the
proposed rights issue and, 4.2% of the total number of shares and
votes if the warrants associated with the new rights issue are
exercised).
The proposed employee stock option programme has been drawn up by the
Board of Directors in consultation with external advisers and was
approved at the Board Meeting held on 3 August 2009.
A resolution on the above lines requires the support of shareholders
with at least nine-tenths (90%) of both the votes cast and the shares
represented at the Meeting.
Miscellaneous
Documents related to the Meeting can be obtained from SinterCast AB
(publ), Box 10203, SE-100 55 Stockholm, Sweden, by telephone +46 8
660 77 50, or via the SinterCast website (www.sintercast.com) from 6
August 2009. The documents will also be available at the Meeting.
This is an unofficial translation of the Swedish original notice to
the Extraordinary General Meeting of the shareholders. In the event
of any difference between the versions, the Swedish version shall
prevail.
The total number of shares and votes in the Company are 5,552,900.
Stockholm, August 2009
SinterCast Aktiebolag (publ)
The Board of Directors
