The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice
to attend the Extraordinary General Meeting (EGM), to be held on Monday, April
12, 2010, at 6 pm at Näsby Slott (Room: Galleriet), Djursholmsvägen 30, Täby,
Sweden.
Participation, etc.
Shareholders, who wish to participate in the EGM, must be listed in the share
register kept by Euroclear Sweden AB (the Swedish Central Securities
Depository, previously VPC AB) by April 6, 2010, and must notify the Company of
their intention to participate in the EGM not later than April 8, 2010, 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
is authorized 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
in the name of another nominee, must request temporary registration of the
shares in their own name with Euroclear Sweden AB. Shareholders must notify
their nominee hereof well before April 6, 2010 as the temporary registration
must be effected by this date.
There are a total amount of 65,277,673 shares and votes in the Company.
Agenda for the EGM
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. Approval of the Board of Directors' resolution regarding a new share issue
(see below).
Item 1: Chairman of the EGM
The nomination committee, which is composed of Patrik Tigerschiöld (Bure),
Annika Andersson (Fjärde AP-fonden), Peter Edwall (Kassen A/S), Kerstin
Stenberg (Swedbank Robur fonder), and Rune Glavare (Chairman of the Board),
proposes that Rune Glavare is elected Chairman of the EGM.
Item 9: Approval of the Board of Directors' resolution regarding a new share
issue
The Board of Directors proposes that the EGM approves the resolution of the
Board of Directors of 25 March 2009 to increase the share capital by way of a
new share issue with preferential rights for shareholders made on the terms set
out below. The main purpose of the new share issue is to secure financing of
development, marketing etc. of the Company's LDI system. The new share issue is
expected to result in proceeds amounting to approximately SEK 240 million,
prior to costs for the new share issue.
The following terms and conditions shall apply to the new share issue:
The Board of Directors will not later than on the fifth (5th) Business Day
prior to the record date of the rights issue, resolve on the increase of the
share capital, the number of shares to be issued and the amount to be paid for
each new share.
The new shares shall be offered for subscription to the shareholders that are
recorded in the share register kept by the Swedish Central Securities
Depository (Euroclear Sweden AB) at the record date of the rights issue, 27
April 2010.
Existing shareholders shall have preferential rights to, by way of exercising
subscriptions rights, subscribe for shares in relation to the numbers of shares
held.
Where all shares have not been subscribed for by the exercise of subscription
rights, the Board of Directors shall determine the allotment of shares
subscribed for without subscription rights whereby allotment shall be made
according to the following order of priority, firstly (a) to those that have
subscribed for shares by virtue of subscription rights, regardless of whether
or not the subscriber was a shareholder or not on the record date and, in case
of over subscription, in relation to the number of subscription rights used for
subscription of shares and, where this is not possible, by drawing of lots.
Secondly, (b) allotment shall be made to others that have applied for
subscription without subscription right and, in case they cannot receive full
allocation, in relation to the number of shares that each has applied for
subscription and, where this is not possible, by drawing of lots. In the event
that shares representing the full subscription amount cannot be allotted in
accordance with (a) and (b) above, allotment shall be made to Intel Capital
Corporation that has entered into an underwriting agreement with the Company.
Subscription for new shares by virtue of subscription rights shall be made by
way of cash payment during the subscription period (such subscription period is
expected to occur between 5 May 2010 and 21 May 2010). Application for
subscription of shares not based on subscription rights shall be made through
subscription on an application form during the same subscription period, and
formal subscription shall be made on a subscription list. Payment for shares
which have not been subscribed for based on subscription rights shall be made
in cash not later than on the third (3rd) Business Day (in Sweden only)
following the date of the dispatch of a transfer note specifying allocation of
shares. The Board of Directors shall be entitled to prolong the subscription
period but in any event no longer than 30 June 2010.
The new shares shall carry right to dividends for the first time on the first
dividend record date occurring after the shares have been registered with the
Swedish Companies Registration Office. The new shares will enjoy the same
rights as the existing shares.
The new share issue is contingent on the limits of the share capital and the
limits of the number of shares being changed pursuant to the proposal by the
Board of Directors to the Annual General Meeting 2010.
The Board of Directors' complete proposal regarding item 6, the Board of
Directors' report pursuant to Chapter 13 Section 6 of the Swedish Companies Act
and the auditor's statement on the Board of Directors' statement pursuant to
Chapter 13 Section 6 of the Swedish Companies Act will not later than March 29,
2010 be held available at the Company at Nytorpsvägen 9 in Täby (Sweden), on
the Company's website, and will be sent to those shareholders who so request
and who inform the Company of their mailing addresses.
Täby, Sweden, March, 2010
Micronic Laser Systems AB (publ.)
The Board of Directors
