The shareholders in Mycronic AB (publ) are hereby given notice to attend the
Annual General Meeting (AGM), to be held on Tuesday, 5 May, 2015 at 5.00 pm at
the Company’s premises at Nytorpsvägen 9, 183 03 Täby. Before the AGM, at 3.45
pm, shareholders are offered to see parts of the operations.
Participation
Shareholders, who wish to participate in the AGM, must be listed in the share
register kept by Euroclear Sweden AB by Tuesday 28 April, 2015, and must notify
the Company of their and any advisors’ participation in the AGM not later than
12 am, Thursday 30 April, 2015. This can be done:
·
In writing to Mycronic AB (publ.), “Annual General Meeting”, P.O. Box 3141, SE
-183 03 Täby, Sweden
·
By e-mail: bolagsstamma@mycronic.com
·
By telephone +46 (0)8 638 35 32
·
Notice to attend the company visit at 3.45 pm shall be done when notifying
attendance for the AGM.
In the notification, the name, personal ID or registration number, address and
telephone number, the number of shares held and the names of any advisors shall
be stated. To be entitled to participate in the AGM, shareholders whose shares
are registered in the name of a nominee, must request temporary registration of
the shares in their own name. Shareholders must notify their nominee hereof well
before Tuesday 28 April, 2015 as the temporary registration must be effected by
this date.
Shareholders who are represented by a proxy should include a written proxy and a
copy of the registration certificate or an equivalent document which shows who
is authorized to sign for the legal entity when notifying the Company. Proxy
forms can be found on the website, www.mycronic.com.
There are a total amount of 97,916,509 shares and votes in the Company. The
Company has no own shares. Shareholders are reminded of the right, at the AGM,
to put questions to the Board of Directors and the Chief Executive Officer (CEO)
in accordance with the Companies Act, chapter 7 § 32.
Agenda for the AGM
1. Election of Chairman of the AGM.
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 CEO.
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. Resolution regarding appropriation of the company’s profit or loss.
10. Resolution regarding discharge from liability of the members of the Board
of Directors and the CEO.
11. Resolution regarding number of board members and deputy board members to be
elected by the AGM and auditors.
12. Determination of fees for the members of the Board of Directors and the
auditors.
13. Election of board members and Chairman of the Board of Directors.
14. Election of auditor.
15. The Board´s proposal regarding guidelines for remuneration for the
executive management.
16. Proposal regarding composition of nomination committee.
17. The Board´s proposal on authorization of the Board of Directors to resolve
to issue new shares.
18. The Board´s proposal on authorization of the Board of Directors to resolve
to acquire the company’s own shares.
Item 1: Chairman of the AGM
The nomination committee, which is composed of Henrik Blomquist (appointed by
Bure Equity), Ulf Strömsten (appointed by Catella Fonder), Jan Särlvik
(appointed by Nordea Fonder) and
Patrik Tigerschiöld (Chairman of the Board), proposes that Patrik Tigerschiöld
is elected Chairman of the AGM.
Item 9: Resolution regarding the allocation of the Company’s result
The Board of Directors proposes a dividend for the financial year 2014 of SEK
0.80 per share. Also, the Board of Directors proposes an extraordinary dividend
of SEK 3.20 per share, resulting in total dividends of SEK 4 per share. Record
date is proposed to be 7 May, 2015 and disbursement day 12 May, 2015.
Item 11: Resolution regarding number of board members and deputy board
members and auditors
The nomination committee proposes that the Board of Directors for the period
running up until the end of the next AGM shall be composed of six members with
no deputy members and that one registered accounting firm is elected as auditor.
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 shall remain unchanged at the amount to SEK 1,550,000 for the period
running until the end of the next AGM,
of which SEK 500,000 shall concern remuneration to the Chairman of the Board,
SEK 200,000 shall concern remuneration to each of the other board members and
SEK 50,000 shall concern remuneration to the Chairman of the audit committee.
The Board of Directors may invoice the remuneration from his or her own company
if current tax legislation allows for invoicing and as long as it can be done
cost neutral for Mycronic. If the board remuneration is being invoiced through a
company, the remuneration shall be increased with an amount corresponding to
social security costs under law.
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: Election of members and Chairman of the Board of Directors
The nomination committee proposes re-election of the Board members Katarina
Bonde, Ulla-Britt Fräjdin-Hellqvist, Anders Jonsson, Magnus Lindquist, Eva
Lindqvist and Patrik Tigerschiöld, all for the period running up until the end
of the next AGM. Patrik Tigerschiöld is proposed to be re-elected as Chairman of
the Board.
Item 14: Election of auditor
The nomination committee proposes election of Ernst&Young as auditor for the
period running until the end of the next AGM with the Authorized Public
Accountant Heléne Siberg Wendin as responsible auditor.
Item 15: The Board of Directors’ proposal regarding guidelines for remuneration
for the management
The Board´s proposal regarding guidelines for remuneration for the management,
consisting of the CEO and seven persons (senior executives), is prepared by the
remuneration committee after which the Board of Directors passes a decision on
the proposed guidelines. The guidelines are established by the AGM. In handling
matters related to remuneration, external advice is sought when necessary.
The main principle is to offer senior executives market based remuneration and
terms of employment. Actual levels of remuneration are determined on the basis
of factors such as expertise, experience and performance.
The guidelines regards the time period from the AGM 2015. The Board of Directors
may deviate from these guidelines on an individual basis if there are particular
reasons at hand. Total remuneration consists of the following:
Basic salary
Basic salary for the CEO and other senior executives is reviewed annually.
Short term incentive program, STI
Remuneration shall be paid in relation to the performance goals achieved by the
company as a whole. The remuneration shall amount to not more than 80 percent of
the basic salary.
Long term incentive program, LTI
For the purpose of linking the interests of the employees with the interests of
the shareholders and in order to encourage the senior executives’ (”Employee”)
acquisitions of shares in the Company, a long term incentive program shall, in
addition to STI described above, be applied with the following main components:
1.
A general principle state that if an Employee buys shares, the Company shall
match this by cash payment of the same amount, compensated for the Employee’s
marginal tax costs, in the form of a single payment (“Matching Amount”).
Employees shall have the right to buy shares for a maximum amount of SEK 50,000,
and CEO SEK 100,000 after tax. The Employee shall use the Matching Amount to
acquire shares in the Company. These shares shall through means of agreement be
kept for at least four years.
2.
If the Employee fulfills certain requirements after three years, the Company
shall make an additional single payment corresponding up to 150 per cent of the
Matching Amount with compensation for the Employee’s marginal tax costs in
accordance to the above. The Employee shall use the paid out amount to acquire
shares in the Company. These shares shall through means of agreement be kept for
at least one year.
3.
The criteria for payment in accordance with item b., is inter alia, that the
Employee shall still be employed and that he or she has kept his or her acquired
shares and that the performance goals regarding the Company’s earnings per share
for the financial year 2017 as established by the Board have been fulfilled. In
case of partial goal fulfillment regarding earnings per share, part of the
maximum amount will be paid out.
Pension benefits
Retirement age for the CEO is 62 years and for other senior executives 65 years.
All pension benefits for senior executives are defined pension premiums. This
means the Company pays an individually agreed defined pension premium for each
senior executive. There are no other pension obligations.
Other benefits
Senior executives are entitled to a company car or cash benefit of equal value.
In addition to this, all senior executives are entitled to conventional health
insurance. The CEO also has housing benefit in Stockholm and travels between
Stockholm and Göteborg paid by the Company.
Termination benefits
In the event of dismissal by the Company of the CEO, there is a notice period of
twelve months and termination benefits corresponding to 12 months’ salary after
the notice period. For other senior executives there is a notice period of six
months in the event of dismissal by the company with termination benefits equal
to six months’ salary after the notice period. During the notice period,
existing employment agreements run with benefits according to the agreement. In
cases where termination benefits are received, no other benefits are payable.
Item 16: Proposal regarding composition of nomination committee
The nomination committee for the AGM 2016 shall consist of at least three
members, including the Chairman of the Board, representing the three largest or
otherwise known shareholders per 31 August, 2015.
Item 17: The Board of Directors’ proposal regarding authorization of the Board
of Directors to resolve to issue new shares
The Board of Directors proposes that the AGM authorizes the Board of Directors
up until the end of the next AGM, on one or several occasions, to resolve on new
shares issues, with deviation from the shareholders’ preferential rights. Shares
may be paid in kind, through set-off or with other conditions set forth in
chapter 13 § 5 first section item 6 in the Companies Act. The Board of Directors
may otherwise set the terms of such new share resolution. The authorization
shall however not comprise a right for the Board to issue shares against cash
payment and with deviation from the shareholders’ preferential rights. The issue
price shall be based on market practice and the number of issued shares may at
the most correspond to ten per cent of the total amount of outstanding shares
per the day of this notice.
The reason for the deviation from the shareholders’ preferential rights and the
right to decide on payment through set-off, in kind or other condition as set
forth in the Companies Act is to enable the Company to issue shares in order to
acquire shares, business or product rights.
Item 18: The Board of Directors’ proposal regarding authorization of the Board
of Directors to resolve to acquire the Company’s own shares
The Board of Directors proposes that the AGM authorizes the Board of Directors
to acquire the company’s own shares according to the following. Acquisitions of
shares may only be made on Nasdaq Stockholm (Marketplace). Acquisition may only
be made of such amount of shares that the Company’s holding of own shares at
each time does not supersede ten per cent of all shares in the Company.
The authorization stated above may be utilized on one or several occasions up
until the annual general meeting 2016. Acquisitions of shares on the Marketplace
may only be made at a price within the, at each time registered, price interval
at the Marketplace.
The purpose of the authorization above to acquire shares is to continuously be
able to adjust the capital structure of the Company to the capital needs of the
Company. Repurchased shares are intended to be cancelled after the AGM 2016.
Majority requirements
Valid resolutions regarding items 17 and 18 in accordance with the proposals
above require support of shareholders representing at least two thirds (2/3) of
both cast votes as well as the shares represented at the meeting.
_______________________
The financial statements and the audit report the financial year 2014, as well
as the nomination committee’s and the Board of Directors’ complete proposals
including related documentation for items 9, 13, 15-18 will be available at the
Company at Nytorpsvägen 9 i Täby by no later than 15 April 2015, on the company
website and will be sent by post to shareholders requesting so and stating their
postal address.
Täby in March, 2015
Mycronic AB (publ)
Board of Directors
About Mycronic AB
Mycronic AB is a Swedish high-tech company engaged in the development,
manufacture and marketing of production equipment to the electronics industry.
Mycronic headquarters is located in Täby, north of Stockholm and the Group has
subsidiaries in France, Japan, China, the Netherlands, Singapore, United
Kingdom, South Korea, Taiwan, Germany and the United States. For more
information, see our web site at www.mycronic.com
Mycronic AB (publ) is listed on NASDAQ Stockholm, Mid Cap: MYCR.
Mycronic publish this information according to the Financial Instruments trading
Act and/or the Swedish Securities Markets Act. The information was submitted for
publication on 30 March 2015, at 8.00 am.
