Notice of Annual General Meeting in Micronic

Report this content

The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice
to attend the Annual General Meeting (AGM), to be held on Monday, April 12,
2010, 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 April 6, 2010, and must notify the Company of
their intention to participate in the AGM 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 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 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 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. Election of auditor (see below).
15. The Board of Directors' proposal regarding guidelines for remuneration for
the executive management (see below).
16. The Board of Directors' proposal regarding new name and amendment to the
Articles of Association (see below).

It is noted that principles for composition of the nomination committee were
resolved at the annual general meeting 2009, which principles shall be in force
until a shareholders' meeting resolves otherwise.

Item 1: Chairman of the AGM
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 AGM.

Item 9: Appropriation of accumulated loss
The Board of Directors proposes that the Parent Company's accumulated loss,
SEK 220,450,683, 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 six 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
amounting to not more than in aggregate SEK 150,000, 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 Rune
Glavare, Magnus Lindquist, Lena Treschow Thorell, Patrik Tigerschiöld, Åke
Svensson and new election of Katarina Bonde, for the period running until the
end of the next AGM.
It is proposed that Rune Glavare is elected Chairman of the Board and that
Lena Treschow Thorell is elected Vice Chairman of the Board. Göran Malm has
declined re-election.

Since 1992, Katarina Bonde has been active in a number of IT companies in
Seattle, USA. Before that she was the CEO of Programator Industri AB in Sweden.
Today she is acting as an international consultant and professional Board
member.

Item 14: Election of auditor
The nomination committee proposes re-election of KPMG AB as auditor for the
period running until the end of the AGM 2013.

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; (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 2010.

Item 16: The Board of Directors' proposal regarding new name and amendment to
the Articles of Association
The Board of Directors proposes that the company's name be changed from
Micronic Laser Systems AB (publ.) to Micronic Mydata AB (publ.). The Board of
Directors also proposes that Section 1 of the Company's Articles of Association
be changed to the following:
”The company's name is Micronic Mydata AB (publ.).”

The Board of Directors also proposes that the wording of Section 4 of the
Company's Articles of Association be changed to the following:
”The share capital shall amount to not less than SEK fifty million (50,000,000)
and not more than SEK two hundred million (200,000,000). The number of shares
shall be not less than fifty million (50,000,000) and not more than two hundred
million (200,000,000).”

In order to be valid, the decision of the AGM in accordance with the proposed
Item 16, must be supported by at least two-thirds of the number of votes cast
as well as the shares represented at the AGM.


The annual report and the auditor's report for the financial year 2009, the
auditor's statement whether the board of directors' guidelines for remuneration
have been applied, and the board of directors' complete proposal regarding item
15 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


Micronic Laser Systems AB 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 and advanced surface
mounting technology (SMT) equipment for flexible production of electronics. The
laser pattern generators are used by the world's leading electronics companies
in the manufacture of television and computer displays, semiconductor circuits
and semiconductor packaging components. The SMT equipment, including software
applications, is used for stencil free jetting of solder paste and surface
mounting of electronic components. Micronic headquarters is located in Täby,
north of Stockholm and at present the Group has subsidiaries in China, France,
Germany, Japan, the Netherlands, Singapore, South Korea, Taiwan, the United
States and United Kingdom. For more information about laser pattern generators,
see our web sites www.micronic.se and SMT equipment, see www.mydata.com

Subscribe

Documents & Links