Communiqué from the AGM and statutory Board meeting of Mycronic AB (publ)
The Annual General Meeting (AGM) of Mycronic AB (publ) on May 9, 2019 dealt with the following items among others:
Election of Board members
The AGM decided 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. The AGM re-elected board members Anna Belfrage, Katarina Bonde, Ulla-Britt Fräjdin-Hellqvist, Robert Larsson and Patrik Tigerschiöld. The AGM further elected Staffan Dahlström as new board member. Per Holmberg had declined re-election. Patrik Tigerschiöld was re-elected Chairman of the Board. All members of the Board of Directors were elected for the period running until the end of the next AGM.
Remuneration to the Board of Directors
The AGM decided that the remuneration to the Board of Directors shall remain unchanged at a total of SEK 2,430,000 for the period running until the end of the next AGM. Remuneration to the Chairman of the Board shall remain unchanged at SEK 700,000 and the remuneration to each of the five other members of the Board shall remain unchanged at SEK 275,000. In addition, the AGM decided that remuneration to the Chairman of the audit committee shall remain unchanged at SEK 100,000 and that remuneration to each of the other members of the audit committee shall remain unchanged at SEK 50,000. Furthermore, remuneration to the Chairman of the remuneration committee shall remain unchanged at SEK 75,000 and remuneration to each of the other members of the remuneration committee shall remain unchanged at SEK 40,000.
In addition to the above, the AGM decided that the auditor’s fee for the period running until the end of the next AGM is taken on current account.
Election of auditor
The AGM decided on election of Ernst & Young as auditor for the period running until the end of the next AGM with the Authorized Public Accountant Erik Sandström as responsible auditor.
Disposition of accumulated results
The AGM decided that the Parent Company’s retained earnings and non-restricted equity be managed according to the proposal of the Board of Directors.
Dividend
The AGM decided on an ordinary dividend of SEK 3.00 per share. The record day is May 13, 2019 and date for payout is expected to be May 16, 2019.
Composition of nomination committee
The AGM decided to approve that the nomination committee for the 2020 AGM consists of three members representing the three largest or otherwise known shareholders at the end of August and the Chairman of the Board, a total of four persons.
Principles for remuneration for senior executives
The AGM decided to approve the Board’s proposal regarding principles for remuneration and other terms of employment for senior executives.
Authorization for new share issue
The AGM decided to approve the Board’s proposal that the Board is authorized to, on one or several occasions during the period up until the next AGM, decide on a new share issue, with deviations from the shareholders’ preferential rights. The issue price shall be determined on market practice and the number of issued shares may at the most correspond to ten percent of the total amount of outstanding shares in the company per the date of notice to the 2019 AGM.
Authorization for acquisition of the company’s own shares
The AGM decided to approve the Board’s proposal that the Board is authorized to, on one or several occasions during the period up until the next AGM, resolve for the company to acquire the company’s own shares. Acquisition of shares in the company may only be made on Nasdaq Stockholm (the “Exchange”). Acquisition may only be made by a maximum of so many shares that, at any given time, the company’s own holdings do not exceed five percent of all shares in the company. Acquisition of shares on the Exchange may only take place at a price within the price range recorded on the Exchange at any given time.
Long Term Incentive Program 2019 (LTIP 2019)
The AGM decided to approve the Board’s proposal to introduce a long term incentive program (LTIP 2019) aimed at certain key employees. The intention with LTIP 2019 is to encourage personal long-term ownership of Mycronic shares as well as to increase and enhance its ability to recruit, retain and motivate employees. The intention is also to use LTIP 2019 to unite the interest of the employees with the interests of shareholders.
This proposal was divided into four items:
- Terms of LTIP 2019
- Transfer of the Company’s own shares under LTIP 2019 and hedging activities
- If item B is not approved, the Board proposes that hedge of LTIP 2019 shall take place via an equity swap agreement with a third party
- Other matters related to LTIP 2019
The AGM approved the terms of LTIP 2019, in accordance with item A above, as well as hedge of LTIP 2019 via an equity swap agreement with a third party, in accordance with item C above.
LTIP 2019 is directed towards a maximum of 70 employees, divided in three categories of participants:
- CEO (maximum 1 person)
- Management Group (maximum 10 persons)
- Other key employees (maximum 65 persons)
Participants will, after a certain qualification period, be given the opportunity to receive allotment of Mycronic common shares at no consideration. The number of shares allotted will depend on fulfilment of certain performance targets. The term of LTIP 2019 is more than three years.
Statutory Board Meeting
At the statutory board meeting that was held after the 2019 AGM, the Board of Directors resolved to appoint as members of the remuneration committee Ulla-Britt Fräjdin-Hellqvist, Robert Larsson and Patrik Tigerschiöld (Chairman), and as members of the audit committee Anna Belfrage (Chairman), Katarina Bonde and Ulla-Britt Fräjdin-Hellqvist.
The Board of Directors further resolved, based on the authority given by the 2019 AGM, to acquire a maximum of so many of the company’s own shares that, at any given time, the company’s own holdings does not exceed five percent of all shares in the company. The purpose of the acquisition is to be able to continuously adjust the company’s capital structure to the company’s capital requirements.
The board’s resolution shall be executed not later than by the 2020 annual general meeting. Acquisition shall be made on Nasdaq Stockholm and shall take place at a price per share which is within the price range recorded on the Exchange at any given time. Payment shall be made in cash.
The total number of shares in Mycronic amounts to 97,916,509. The company currently does not hold any of the shares.
It was noted that Anders Lindqvist will start his position as President and CEO on May 16, 2019.
For further information, please contact:
Lena Olving
President and CEO
Tel: +46 8 638 52 00
lena.olving@mycronic.com
Torbjörn Wingårdh
CFO
Tel: +46 8 638 52 00
torbjorn.wingardh@mycronic.com
Sven Chetkovich
Acting Director IR & Corporate Communications
Tel: +46 70 558 39 19
sven.chetkovich@mycronic.com
The information is of the type that Mycronic is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the contact persons stated above, on May 9, 2019, at 7.00 pm.
About Mycronic
Mycronic AB is a Swedish high-tech company engaged in the development, manufacture and marketing of production equipment with high precision and flexibility requirements for the electronics industry. Mycronic headquarters are located in Täby, north of Stockholm and the Group has subsidiaries in China, France, Germany, Japan, Singapore, South Korea, the Netherlands, United Kingdom and the United States. Mycronic AB (publ) is listed on NASDAQ Stockholm. www.mycronic.com