Notice of the Annual General Meeting of SinterCast AB (publ)
The shareholders of SinterCast AB (publ) ("SinterCast") are hereby invited to
attend the Annual General Meeting to be held on Wednesday 15 May 2013, 15:00
hours, at the premises of the Royal Swedish Academy of Engineering Sciences
(IVA), Grev Turegatan 16, Stockholm, Sweden.
Right to Participate and to Vote
Shareholders who wish to participate in the Annual General Meeting
* must be recorded in the share register maintained by Euroclear Sweden AB on
Wednesday 8 May 2013; and
* must notify SinterCast of their attendance no later than on Wednesday 8 May
2013.
In addition, any shareholders whose shares are nominee registered must
temporarily have the shares re-registered in their own names before Wednesday 8
May 2013, in order to be entitled to participate in the Annual General Meeting.
The nominee should be requested to re-register the shares in sufficient time
prior to Wednesday 8 May 2013.
Notice of Participation
Notification can be made by mail to SinterCast AB (publ), P.O. Box 10203, SE-
100 55 Stockholm, Sweden, via telephone +46 (0)8 660 77 50, by fax +46 (0)8
661 79 79, or e-mail: agm.registration@sintercast.com.
In the notification, shareholders (or, where applicable, proxies of
shareholders) should state their name, personal identity number (Swedish
citizens only) or corporate identity number, address, telephone number, number
of shares and the number of advisors, if any (a shareholder may bring up to two
advisors provided that the number of advisors is notified in the same way as
stated above).
Representatives
Shareholders represented by proxy should submit a written dated power of
attorney to SinterCast well before the Annual General Meeting, preferably with
the notification (no later than Wednesday 8 May 2013). Power of attorney forms
are available at www.sintercast.com and can also be provided by mail to
shareholders who request that and provide their postal addresses. Anyone
representing a corporate entity must provide a copy of the registration
certificate or equivalent documentation of authority.
Proposed Agenda for the Meeting
1. Opening of the Annual General Meeting
2. Election of the Chairman of the Annual General Meeting
3. Preparation and approval of the list of shareholders entitled to vote at
the meeting
4. Approval of the Agenda
5. Election of attendees to verify the minutes together with the Chairman
6. Determination of whether the meeting has been duly convened
7. Guest Presentation: Terry Aldea, Global Executive, Casting and Forging,
Ford Motor Company
8. The Managing Director's Report
9. Presentation of the Annual Report, the Auditor's Report, the Consolidated
Annual Report and the Auditor's Report for the Group
10. Decisions regarding:
(a) Adoption of the Profit and Loss Statement and the Balance Sheet, and
the Consolidated Profit and Loss
Statement and the Consolidated Balance Sheet
(b) Allocation of the result in accordance with the adopted Balance Sheet
(c) Discharge from liability of the Board Members and the Managing Director
11. Decision regarding the number of Board Members and alternate Board Members
(if any)
12. Decision regarding the remuneration of the Board Members and the Auditor
13. Election of Board Members, alternate Board Members (if any), Chairman and
Vice Chairman
14. Election of Nomination Committee Members
15. Decision regarding the remuneration policy in respect of the Group
Management
16. Decision to authorise the Board of Directors to decide upon acquisition and
disposal of SinterCast shares
17. Closing of the Annual General Meeting
Proposals
Election of Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes Jan Rynning as Chairman of the Annual General
Meeting.
Decision Regarding Allocation of the Result (item 10 b)
SEK 51,744,744 are at the disposal of the Annual General Meeting and the Board
of Directors proposes that there shall be a total dividend of SEK 1.0 per share
(totally SEK 6,975,653) for the financial year 2012 and that the parent company
shall retain the remaining part of non-restricted equity of SEK 44,769,091. The
Board of Directors proposes Monday 20 May 2013 as the record date for
entitlement to receive dividends. If the Annual General Meeting decides in
accordance with the proposal, it is estimated that the dividend will be
distributed by Euroclear Sweden AB on Thursday 23 May 2013.
Decision Regarding the Number of Board Members and alternate Board Members (if
any) (item 11)
The Nomination Committee proposes six ordinary Board Members, including the
Chairman and the Vice Chairman, and no alternate Board Members.
Decision Regarding the Remuneration of the Board Members and the Auditor (item
12)
The Nomination Committee proposes that, for the period until the next Annual
General Meeting, the Board receives a total remuneration of SEK 840,000. It is
proposed that this remuneration shall be divided between the Chairman
(SEK 280,000) and the four ordinary Board Members (SEK 140,000 each), with no
remuneration for the Managing Director. The Nomination Committee proposes that
the Auditors shall be paid against approved invoice.
The remuneration may, if certain conditions are fulfilled, be billed by the
Board Member's company. In such case the invoiced amount shall be adjusted
upward with an amount corresponding to the social security contributions that
SinterCast thereby does not have to make as well as value added tax. The
procedure shall be cost-neutral for SinterCast.
Election of Board Members, alternate Board Members (if any), Chairman and Vice
Chairman (item 13)
The Nomination Committee proposes re-election of the present Board Members:
Ulla-Britt Fräjdin-Hellqvist, Aage Figenschou, Robert Dover, Laurence Vine-
Chatterton and Steve Dawson as ordinary members, and the election of Hans-Erik
Andersson as a new ordinary Board Member. Andrea Fessler, a Board Member since
2003, has declined re- election. Ulla-Britt Fräjdin-Hellqvist is proposed to
remain as Chairman of the Board and Aage Figenschou is proposed to remain as
Vice Chairman of the Board. Information about the proposed Board Members is
available on SinterCast's website (www.sintercast.com).
Election of Nomination Committee Members (item 14)
The Nomination Committee proposes the Nomination Committee to consist of three
members and to re-elect Karl-Arne Henriksson, to serve as the Chairman of the
Nomination Committee, and Ulla-Britt Fräjdin-Hellqvist, in her capacity of
Chairman of the Board Directors. Andrea Fessler, former Board Member, is
proposed as a new member of the Nomination Committee. Torbjörn Nordberg has
declined re-election. If a member of the Nomination Committee should leave the
Nomination Committee before its work is concluded, the Chairman of the
Nomination Committee shall be given the assignment to contact the largest
shareholder that has not already appointed a member of the Nomination Committee
and ask this shareholder to appoint a member to the Nomination Committee. If
this shareholder does not wish to appoint a member to the Nomination Committee,
the second largest shareholder will be asked to do so, etc.
Decision Regarding the Remuneration Policy in respect of Group Management (item
15)
The Board of Directors proposes that the Annual General Meeting decides upon a
remuneration policy in respect of the Managing Director and other members of the
Group Management as follows. The remuneration shall consist of a balanced
combination of fixed remuneration, variable remuneration, long-term incentive
programmes, pension and other benefits. The total remuneration shall be in
accordance with market practice and shall be based on performance. The fixed
remuneration shall be individually determined and shall be based on each
individual's responsibility, role, competence and position. Variable
remuneration shall be based on predetermined targets on the Group and individual
level, considering the effect on the long term result. In extraordinary
situations a special compensation may be paid out to attract and retain key
competence. Variable remuneration and special compensation (i.e. excluding
remuneration according to long-term incentive programmes adopted by the general
meeting) may not exceed an amount corresponding to 75 percent of the fixed
annual salary. In 2009, the shareholders approved an employee stock option
programme, where employee stock options were issued to all employees of the
SinterCast Group. More information about the incentive programme can be found on
the company's web-site (www.sintercast.com).
Pension benefits are in the form of defined contribution plans. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. The Group has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee service in the
current and prior periods.
Upon termination by the company, the notice period for the Managing Director is
nine months, and six months for the other members of the Group Management. Upon
termination of the Managing Director by the company the Managing Director is
entitled to a severance payment of nine months compensation. For the other
members of the Group Management, severance pay does not exist. As regards the
Managing Director, in the case of notice being provided by the company, no
deduction shall be made for remuneration paid by another employer.
The Board of Directors and, on behalf of the Board of Directors, the
Compensation Committee, shall be entitled to deviate from the guidelines if
there are specific reasons or needs in an individual case.
The main conditions for remuneration to Group Management in the current
employment agreements are described in note 5 in the annual report for 2012.
Decision to Authorise the Board of Directors to decide upon acquisition and
disposal of SinterCast shares (item 16)
The Board of Directors proposes that the Annual General Meeting authorises the
Board to, on one or more occasions prior to the next Annual General Meeting,
* decide upon the acquisition of SinterCast shares. SinterCast may only
acquire such number of shares so that the company's shareholding at any
given time does not exceed 10 percent of the total shares in the company.
Acquisition of shares may be made on NASDAQ OMX Stockholm AB at a price
within the registered price interval on each occasion,
* decide upon disposal of a maximum of all SinterCast shares held by the
company at any given time, on NASDAQ OMX Stockholm AB or in other ways, for
example in connection with the potential acquisition of a company or
business, with or without a deviation from the shareholders' preferential
rights and with or without payment in kind or payment by set-off. Disposal
of shares on NASDAQ OMX Stockholm AB may only be made at a price within the
registered price interval on each occasion. Disposal of shares in other ways
may be made at a market price estimated by the board.
The purpose of the authorisation is for SinterCast to be able to acquire its own
shares at any given time so as to adapt the capital structure of the company to
the capital requirements and to be able to transfer shares in connection with a
potential acquisition of a company or business.
Miscellaneous
Complete decision proposals from the Nomination Committee regarding items 2 and
11-14 and complete decision proposals from the Board of Directors regarding
items 10 b), 15 and 16 are stated above. The accounts (including the Board of
Directors' statement according to chapter 18 section 4 of the Swedish Companies
Act), the auditor's report, as well as documents pursuant to chapter 8 section
54 and chapter 19 section 22 of the Swedish Companies Act will be available at
SinterCast from Wednesday 24 April 2013 at the latest and will be sent free of
charge to shareholders requesting such information and stating their postal
address. The documents will also be available on the SinterCast website
(www.sintercast.com) from the same date or can be requested from SinterCast AB
(publ), P.O. Box 10203, SE-100 55 Stockholm, Sweden.
On the date of issue of this notice, the total number of shares and votes in
SinterCast were 6,975,653.
A valid resolution pursuant to item 16 requires that it is supported by
shareholders representing at least two thirds of the votes and shares
represented at the Annual General Meeting.
The Board of Directors and the CEO shall, if any shareholder so requests and the
Board of Directors considers that this may be done without significant damage
being incurred by SinterCast, provide information at the Annual General Meeting
regarding circumstances that may affect an assessment of an item on the agenda
or circumstances that may affect an assessment of SinterCast's financial
situation. This duty of disclosure also applies to SinterCast's relationship to
other group companies, the consolidated accounts and such circumstances
regarding subsidiaries which are set out in the foregoing sentence.
Stockholm April 2013
SinterCast AB (publ)
The Board of Directors
This is an unofficial translation of the Swedish original notice to the Annual
General Meeting. In the event of any difference between the versions, the
Swedish version shall prevail.
