Notice of Annual General Meeting in Micronic Laser Systems AB

Notice of Annual General Meeting in Micronic Laser Systems AB The shareholders in Micronic Laser Systems AB (publ.) are hereby given notice to attend the Annual General Meeting (the AGM), to be held on Wednesday, March 24, 2004, at 5 pm at Nasby Slott (Room: Gallerian), Djursholmsvagen 30, Taby, Sweden. Participation Shareholders, who wish to participate in the AGM, must be recorded in the register of shareholders held by VPC AB (the Swedish Securities Register Centre) by March 12, 2004, as well as notify the Company of their intention to participate in the AGM in writing to Micronic Laser Systems AB (publ.), Box 3141, 183 03 Taby, Sweden, or by telephone +46 (0) 8 638 54 64, or by e-mail: ankie.jorgne@micronic.se, no later than 12 noon on Friday March 19, 2004. When doing so, shareholders should state their name, address, telephone number, personal ID or registration number and number of shares. Shareholders who are represented by proxy should include a power of attorney when they notify the Company. Representatives of legal entities will be required to present a copy of a registration certificate or equivalent document which shows who is authorized to sign for the legal entity. In the event that a shareholder intends to bring an assistant to the AGM, that must be notified to the Company. 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 temporarily register the shares in their own name with VPC. Shareholders must notify their nominee of their intention to re-register their shares well before March 12, 2004, when such re-registration must be effected. Agenda for the AGM 1. Election of Chairman for the AGM. 2. Preparation and approval of the list of shareholders entitled to vote at the AGM. 3. Approval of the agenda for the AGM. 4. Election of one or two persons to approve the minutes. 5. Consideration of whether the AGM has been duly convened. 6. Presentation by the CEO. 7. Presentation of the submitted Annual Report and Auditor´s Report and of the Consolidated accounts and Auditor´s Report on Consolidated accounts. 8. Presentation of the work and function of the remuneration committee and the audit committee. 9. Resolutions (i) on the adoption of the income statements and balance sheets for the parent company and the group, (ii) on the appropriation of the accumulated loss in accordance with the adopted balance sheet (see below), (iii) on the discharge of liability of the members of the Board of Directors and the Chief Executive Officer. 10. Approval of remuneration to be paid to the Board of Directors and Auditors (see below). 11. Election of Board of Directors (see below). 12. Resolution on assignment to the Board of Directors to establish a remuneration committee and an audit committee. 13. Resolution to appoint a nomination committee (see below). Proposed resolutions 9 (ii): Proposed appropriation of accumulated loss The Board of Directors proposes that the accumulated loss, SEK 304,415,047, be carried forward. 10: Proposed remuneration to the Board of Directors and Auditors The nomination committee represented by the four largest shareholders at the end of 2003, Industrifonden (Lars Ojefors), Capital Research Group (Jesper Lyckéus), Robur (Marianne Nilsson) and Investor (Borje Ekholm) proposes that the remuneration to the Board of Directors amount to SEK 1,275,000 for the period running until the end of the next AGM, to be distributed between the Directors as decided by the Board of Directors. The nomination committee further proposes that the Auditors are remunerated on a running account until the end of the next AGM. According to Swedish Companies Act, election of auditors is not required to take place until the AGM 2005. 11: Election of Board members The nomination committee proposes re-election of the Board Members Hans Fletcher, Sven Lofquist, Goran Malm, Christer Zetterberg and Lars Ojefors and election of Jorgen Centerman, Lars Nyberg and Lena Torell as new Members of the Board until the end of the next AGM. No deputy Board Member is proposed for election. Bert Jeppsson, Millert Carlsson and Magnus Ryde have declined re-election. 13: Nomination committee The Swedish Shareholders' Association has in a letter to the company requested that establishment of an AGM elected nomination committee is decided upon by the AGM. They have not submitted a proposal as to the election of a nomination committee, but have stated in their letter that the nomination committee should consist of three to five persons, independent in relation to the Company, who are to represent the shareholders and who are elected by the AGM. They further state, inter alia, that one representative of the small shareholders should sit on the committee. Shareholders representing approximately 35 percent of votes and capital in the Company have notified the Company that they intend to request, at the AGM, that the proposal by the Swedish Shareholders' Association is refused, and that the Company's nomination committee, which assignment is to propose the members to the Company's Board of Directors, should be appointed according to the following. The nomination committee should consist of representatives of the four largest shareholders at the end of the current financial year. The nomination committee should, under the direction of the Chairman of the Board, prepare a proposal regarding election of Board Members and remuneration to the Board of Directors to be submitted to the AGM. Taby, Sweden, February, 2004 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 and Taiwan. Micronic maintains a web site at: http://www.micronic.se ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/02/24/20040223BIT20670/wkr0006.pdf Complete document