Notice of Annual General Meeting in Micronic Mydata
The shareholders in Micronic Mydatas AB (publ) are hereby given notice to attend the Annual General Meeting (AGM), to be held on Monday, 6 May, 2013, at 5.00 pm at Näsby Slott (Room: Galleriet), Djursholmsvägen 30, Täby, Sweden.
Shareholders, who wish to participate in the AGM, must be listed in the share register kept by Euroclear Sweden AB by 29 April, 2013, and must notify the Company of their intention to participate in the AGM not later than 12 am, 2 May, 2013. This can be done:
- In writing to Micronic Mydata AB (publ), “Annual General Meeting”, P.O. Box 3141, SE-18303 Täby, Sweden
- By telephone +46 (0)8 638 35 32
- By e-mail email@example.com
In the notification, the name, address, telephone number, personal ID or registration 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 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 29 April, 2013 as the temporary registration must be effected by this date.
Shareholders who are represented by a proxy shall include a written proxy when they notify the Company. Proxy forms can be found on the Company’s website, www.micronic-mydata.com. 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.
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 annual general meeting, to put questions to the Board of Directors and the Chief Executive Officer in accordance with the Companies Act, Chapter 7:32.
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 CEO.
11. Resolution regarding number of board members and deputy board members to be elected by the AGM and auditors (see below).
12. Determination of fees for the members of the Board of Directors and the auditors (see below).
13. Election of board members and Chairman of the Board of Directors (see below).
14. Election of auditor.
15. The Board of Directors’ proposal regarding guidelines for remuneration for the executive management (see below).
16. The Board of Directors’ proposal regarding composition of nomination committee (see below).
Item 1: Chairman of the AGM
The nomination committee, which is composed of Henrik Blomquist (Bure Equity), Ulf Strömsten (Catella Fonder), Annelie Enquist (Skandia Fonder), Peter Edwall (Ponderus Securities AB) and Patrik Tigerschiöld (Chairman of the Board), proposes that Patrik Tigerschiöld 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 172,434,909, shall be carried forward.
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 until the end of the next AGM shall be composed of six members with no deputy members and that one auditor be elected with no deputy.
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 1,550,000 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 200,000 concern remuneration to each of the other Board members and SEK 50,000 concern remuneration to the Chairman of the audit committee.
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, Eva Lindqvist, Magnus Lindquist and Patrik Tigerschiöld, for the period running until the end of the next AGM and that Patrik Tigerschiöld is re-elected 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 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 and (v) terms and conditions for resignation. 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 70 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 2013.
Item 16: The Board of Directors’ proposal regarding composition of nomination committee
The Board of Directors proposes the nomination committee consist of three members representing the three largest or known shareholders at the end of the third quarter and the Chairman of the Board, a total of four persons.
The annual report and the auditor’s report for the financial year 2012, the auditor’s statement whether the board of directors’ guidelines for remuneration have been applied, and other documents will not later than 15 April, 2013 be held available in Swedish 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, 2013
Micronic Mydata AB (publ)
The Board of Directors