Notice of Annual General Meeting in Micronic
The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice to
attend the Annual General Meeting (AGM), to be held on Wednesday, April 1, 2009,
at 5.00 pm at Näsby Slott (Room: Galleriet), Djursholmsvägen 30, Täby, Sweden.
Participation, etc.
Shareholders, who wish to participate in the AGM, must be listed in the share
register kept by Euroclear Sweden AB (the Swedish Central Securities Depository,
previously VPC AB) by March 26, 2009, and must notify the Company of their
intention to participate in the AGM not later than 12.00 pm on March 26, 2009,
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 AGM 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 AGM, 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 March 26, 2009 as the temporary registration must be
effected by this date.
There are a total amount of 39 166 616 shares and votes in the Company.
Agenda for the AGM
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. Speech by the Chief Executive Officer.
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 the allocation of the Company's result pursuant to the
adopted balance sheet (see below).
10. Resolution regarding discharge from liability of the members of the Board of
Directors and the Chief Executive Officer.
11. Resolution regarding number of board members and deputy board members to be
elected by the AGM (see below).
12. Determination of fees for the members of the Board of Directors and the
auditors (see below).
13. Election of the members and Chairman of the Board of Directors (see below).
14. The Board of Directors' proposal regarding guidelines for remuneration for
the management (see below).
15. Resolution regarding nomination committee (see below).
Item 1: Chairman of the AGM
The nomination committee, which is composed of Ramsay Brufer (Alecta), Anders
Ljungqvist (AMF), Ulf Strömsten (Catella), Annika Andersson (Fjärde AP-fonden),
and Christer Elmehagen (Chairman of the Board), proposes that Christer Elmehagen
is elected Chairman of the AGM.
Item 9: Appropriation of accumulated loss
The Board of Directors proposes that the Parent Company's accumulated loss, SEK
115 761 079, shall be carried forward.
Item 11: Resolution regarding number of board members and deputy board members
to be elected by the AGM
The nomination committee proposes that the Board of Directors for the period
running until the end of the next AGM shall be composed of seven members with no
deputy members.
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 amount to SEK 1,575,000 for the period running until the end of the
next AGM, of which SEK 500,000 concern remuneration to the Chairman of the
Board, SEK 275,000 concern remuneration to the Vice Chairman of the Board, and
SEK 200,000 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 Members with an assignment in the audit committee and
remuneration committee amounting to not more than in aggregate SEK 300,000, to
be distributed with SEK 50,000 per Member and assignment, for the period running
until the end of the next AGM.
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 Christer
Elmehagen, Sigrun Hjelmquist, Magnus Lindquist, Sven Löfquist, Göran Malm, Lena
Treschow Thorell and new election of Åke Svensson, for the period running until
the end of the next AGM. It is proposed that Christer Elmehagen is elected
Chairman of the Board and that Göran Malm is elected Vice Chairman of the Board.
Jörgen Centerman has declined re-election.
Åke Svensson is the President and Chief Executive Officer of Saab AB, Member of
the Board of the Association of Swedish Engineering Industries and Member of the
Royal Swedish Academy of Engineering Sciences (IVA), the Royal Academy of War
Sciences and the Advisory Board of Högskoleverket (Swedish National Agency for
Higher Education).
Item 14: The Board of Directors' proposal regarding guidelines for remuneration
for the management
The Board of Directors proposes guidelines for remuneration for the management,
which basically provide that the management shall be offered remuneration and
other terms of employment in line with market practice. When deciding the actual
level of remuneration, elements such as competence, experience as well as
performance are to be taken into account. The total remuneration shall consist
of the following components: (i) fixed remuneration; (ii) variable remuneration;
(iii) pension benefits; (iv) other benefits; (v) terms and conditions for
resignation and (vi) stock options allocated in accordance with the stock option
plan 2007/2012. The variable remuneration shall be paid in relation to the
performance goals achieved by the Company as a whole as well as the operational
goals achieved by the individual or unit in question. The variable remuneration
shall amount to not more than 50 per cent of the fixed remuneration. The Board
may deviate from these guidelines on an individual basis if there are particular
reasons on hand. The guidelines concern the time period after the AGM 2009.
Item 15: Resolution regarding nomination committee
The nomination committee proposes that the AGM decides on directions regarding
the nomination committee of the Company, mainly reading as follows. The
nomination committee shall consist of the Chairman of the Board and another four
members appointed by the four largest shareholders as at the end of August. The
chairman of the nomination committee shall be appointed by and within the
nomination committee. The term of office of the nomination committee shall last
until a new nomination committee has been appointed. The rules of the Swedish
Code of Corporate Governance regarding nomination committees shall constitute
guidelines for the work of the nomination committee of the Company. The
directions regarding the nomination committee shall be valid until the AGM
decides otherwise.
The annual report, the auditor's report and the statement of the auditor
regarding the application of guidelines for remuneration as well as other
documents relating to the above proposals 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 at the Company's webpage, www.micronic.se, under “Corporate
Governance”.
Täby, Sweden, March, 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
