Communiqué from the Annual General Meeting and statutory meeting of the Board of Directors of Mycronic AB (publ)
The Annual General Meeting of Mycronic AB (publ) was held on May 5, 2021. In light of the risk of the spread of Covid-19 and the authorities’ regulations/advice about avoiding gatherings, the general meeting was carried out in accordance with sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, allowing shareholders to exercise their voting rights at the general meeting only by advance voting, so-called postal voting.
Since the Annual General Meeting was carried out without the physical presence of shareholders, representatives or third parties, a pre-recorded speech by the CEO was published on the company’s website prior to the general meeting.
Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2020.
Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an ordinary dividend of SEK 3.00 per share. The record date for receiving dividend was set to May 7, 2021, and the dividend is expected to be distributed on May 12, 2021.
Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the administration of the company during the financial year 2020.
Election of members of the Board of Directors etcetera
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, the Board of Directors for the period running up until the end of the next Annual General Meeting shall be composed of six ordinary members with no deputy members.
The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, Anna Belfrage, Katarina Bonde, Robert Larsson, Staffan Dahlström, Arun Bansal and Patrik Tigerschiöld as members of the Board of Directors for the period running up until the end of the next Annual General Meeting. Patrik Tigerschiöld was re-elected Chairman of the Board of Directors.
Election of auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that one registered accounting firm shall be elected as auditor for the period running up until the end of the next Annual General Meeting.
The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm Ernst & Young as auditor for the period running up until the end of the next Annual General Meeting.
The Authorized Public Accountant, Erik Sandström, will be the responsible auditor.
Board of Directors’ and auditors’ fees
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, on remuneration to the Board of Directors of a total of SEK 2,755,000 for the period running up until the end of the next Annual General Meeting to be distributed as follows. The Chairman of the Board of Directors shall receive remuneration amounting to SEK 800,000 and each of the five other members of the Board of Directors shall receive remuneration amounting to SEK 320,000. In addition, the Annual General Meeting resolved 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.
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the auditor’s fee shall be taken on current account for the period running until the end of the next Annual General Meeting.
Approval of the remuneration report
The Annual General Meeting approved the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt guidelines for remuneration to senior executives in accordance with the Board of Directors’ proposal.
Principles for the appointment of a nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the nomination committee for the Annual General Meeting 2022 shall consist of three members representing the three largest owner-registered or otherwise known shareholders at the end of August and the Chairman of the Board of Directors, a total of four members.
Authorization to resolve on issue of new shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve on an issue of new shares with deviations from the shareholders’ preferential rights. The issue price shall be determined on marketable grounds and the number of issued shares may not exceed ten percent of the total number of outstanding shares in the company per the date of the notice to the Annual General Meeting 2021.
Authorization to resolve on acquisition of the company’s own shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve 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 2021 (LTIP 2021)
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to introduce a long-term performance share program (LTIP 2021) aimed at certain key employees. The intention with LTIP 2021 is to encourage personal long-term ownership in Mycronic as well as to increase and enhance its ability to recruit, retain and motivate employees. The intention is also to use LTIP 2021 to unite the interest of the employees with the interests of shareholders.
The proposal was divided into four items:
A. Terms of LTIP 2021
B. Transfer of the company’s own shares under LTIP 2021 and hedging activities
C. Hedging of LTIP 2021 via an equity swap agreement with a third party
D. Other matters related to LTIP 2021
The Annual General Meeting approved the terms of LTIP 2021, in accordance with item A above, as well as transfer of the company’s own shares under LTIP 2021 and hedging activities in accordance with item B above.
LTIP 2021 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 59 persons)
Participants will, after a qualification period, be given the opportunity to receive allotment ordinary shares in Mycronic at no consideration. The number of shares allotted will depend on fulfilment of certain performance targets. Allotment of shares within LTIP 2021 will be made during a limited period of time following the Annual General Meeting 2024. The period up to this date is referred to as the qualification period. A condition for the participant to receive allotment of shares is that the participant remains an employee of the Mycronic Group during the full qualification period up until allotment. Allotment of shares also requires that the EPS performance targets are fulfilled.
The intention is to launch LTIP 2021 as soon as practically possible after the Annual General Meeting 2021. The term of LTIP 2021 is more than three years. LTIP 2021 will comprise maximum 100 200 shares in total, which corresponds to 0.10 percent of the total outstanding shares and votes in the company on a fully diluted basis.
Resolution to amend the Articles of Association
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association, whereby a new section is inserted in the Articles of Association allowing the Board of Directors to collect proxies in accordance with the procedure stated in Chaper 7, Section 4, paragraph 2 of the Swedish Companies Act, and to decide that shareholders shall be entitled to exercise their voting rights by post before the general meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act.
Statutory meeting of the Board of Directors
At the statutory meeting of the Board of Directors that was held after the Annual General Meeting 2021, the Board of Directors resolved to appoint as members of the remuneration committee Patrik Tigerschiöld, Arun Bansal and Robert Larsson, and as members of the audit committee Anna Belfrage and Katarina Bonde.
Furthermore, the Board of Directors resolved, based on the authorization given by the Annual General Meeting 2021, 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 of Directors’ resolution may be executed up until the next 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 for the shares 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 its own shares.
For additional information, please contact:
Tobias Bülow
Director Investor Relations
Tel: +46 734 018 216, e-mail: tobias.bulow@mycronic.com
The information in this press release was published on May 5, 2021, at CET 09:00 p.m.
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’s headquarters are located in Täby, north of Stockholm and the Group has subsidiaries in France, Japan, China, the Netherlands, Singapore, the United Kingdom, South Korea, Germany and the USA. Mycronic is listed on Nasdaq Stockholm. www.mycronic.com
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