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 Thursday, 14 April, 2011, 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 by 8 April, 2011, and must notify the Company of their intention to participate in the AGM not later than 8 April, 2011, in writing to Micronic Mydata 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: marie.edlund@micronic-mydata.com. 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-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. 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 8 April, 2011 as the temporary registration must be effected by this date.
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 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. The Board of Directors’ proposal regarding guidelines for remuneration for the executive management (see below).
15. The Board of Directors’ proposal regarding 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 (Ponderus Securities AB) 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 2,164,412, 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, Katarina Bonde and new election of Anders Jonsson, 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. Åke Svensson has declined re-election.
Since 1976, Anders Jonsson has been active in ASEA and later ABB where he has held leading positions in Sweden, China and Switzerland. Since 2006 Anders Jonsson is member of ABB’s Group Executive Committee.
Item 14: 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 2011.
Item 15: The Board of Directors’ proposal regarding amendment to the Articles of Association
The Board of Directors proposes that the wording of Section 9 of the Company’s Articles of Association be changed to the following:
”Notice to general Meeting shall be done through notice in Post- och Inrikes Tidningar and on the company’s web site. Information about the Notice shall be published by an advertisement in Svenska Dagbladet at the same date.
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The annual report and the auditor’s report for the financial year 2010, the auditor’s statement whether the board of directors’ guidelines for remuneration have been applied, and the board of directors’ complete proposal regarding item 14 will not later than 24 March, 2011 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, 2011
Micronic Mydata AB (publ)
The Board of Directors
About Micronic Mydata AB
Micronic Mydata AB is a Swedish high-tech company engaged in the development, manufacture and marketing of a series laser based pattern generators for the production of photomasks and advanced surface mount technology (SMT) equipment for flexible production of electronics. The pattern generators are used by the world’s leading electronics companies in the manufacture of television and computer displays, semiconductor circuits and for advanced electronic packaging. The SMT equipment, including software applications, is used for surface mounting of electronic components and stencil free jetting of solder paste. The SMT equipment is used by large and small manufacturers of electronics in aerospace, aviation and telecom. Micronic Mydata headquarters is located in Täby, north of Stockholm and the Group has subsidiaries in China, France, Germany Japan, Singapore, South Korea, Taiwan, the Netherlands, United Kingdom and the United States. For more information see our web site at: www.micronic-mydata.com