Notice to attend the annual general meeting of SyntheticMR AB (publ)
The shareholders of Synthetic MR AB (publ) corporate id. No. 556723-8877, are called to attend the Annual General Meeting (AGM) on Monday April 29, 2019, at 18.00 in the company's premises, Storgatan 11 in Linköping.
Participation
Shareholders who wish to participate in the AGM must:
- be registered as a shareholder in share register maintained by Euroclear Sweden AB on Tuesday April 23, 2019, and
- Notify its intention to attend the Annual General Meeting to SyntheticMR at the latest Tuesday April 23, 2019.
- by e-mail to info@syntheticmr.se (please state "Registration AGM SyntheticMR AB"),
- by mail to SyntheticMR AB, Storgatan 11, 582 23 Linköping (mark the envelope "Registration AGM SyntheticMR AB"), or
- by phone 072-303 13 39.
Upon notification, shareholders must state their name, civic registration number / corporate identity number, address, telephone number (daytime), number of shares represented, and possible proxies and assistants to attend.
Proxy, power of attorney, etc.
Written power of attorney, certificate of registration and other equivalent legitimacy documents should be sent in original to the Company in good time before the AGM.
Power of attorney forms can be downloaded at www.syntheticmr.com For ordering a power of attorney form, the same address and telephone number apply as for registration. Shareholders can not vote or otherwise participate in the Annual General Meeting at a distance.
Nominee-registered share
Shareholders who have their shares registered with nominees, must temporary, in order to be entitled to attend the AGM re-register their shares in the shareholders' register of Euroclear Sweden AB in their own name. Such registration must be completed by Tuesday 23 April, which means that shareholders should request their nominees in good time before this date.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of voting list.
- Election of one or two persons to verify the minutes.
- Approval of Agenda for the meeting.
- Determination of whether the meeting has been duly convened.
- Presentation of the Annual Report and Audit Report for 2018.
- Statement by the CEO
- Resolution on
a) adoption of income statement and balance sheet for 2018.
b) allocation regarding the company's profit according to adopted balance sheet for 2018, and
c) discharge from liability for the Board members and the CEO for 2018.
d) record date for distribution of dividends
10. Approval of the number of Board members and deputies.
11. Approval of the remuneration to be paid to the board and the auditor.
12. Election of Board members and deputies.
13. Election of auditor.
14. Resolution to introduce a nomination committee
15. Conclusion of the Annual General Meeting.
Proposals for resolution from owners represented approximately 44 percent
The owners Nortal Investment AB, Marcel Warntjes and Johan Sedihn representing approximately 44% of the votes have announced the following proposal to the company;
Motions
Item 2: Election of Chairman of the Meeting.
Proposal that chairman of the board Staffan Persson is elected as chairman of the meeting.
Item 10: Decisions on the number of Board members and deputies
Proposal that the Board, up to the end of the next Annual General Meeting, shall consist of 4 Board members and no deputies.
Item 11: Decisions on the determination of board fees and auditor fees
Proposal that the fees to the board shall amount to SEK 750 000, of which 300 000 SEK to the Chairman, and SEK 150 000 to other board members.
Fees to the company's auditor is proposed to be paid against approved accounts.
Item 12: Election of board members
Proposal that the Board shall consist of 4 ordinary members and no deputies. That re-election shall be made of all Board members, Jan Bertus Marten (Marcel) Warntjes, Johan Sedihn, Staffan Persson and Yvonne Mårtensson. Yvonne Mårtensson is elected as the new Chairman of the Board.
Item 13: Election of auditor
Proposal of re-election of the registered auditing company BDO Mälardalen AB as auditor until the end of the next Annual General Meeting. BDO Mälardalen AB has announced that it intends that Jörgen Lövgren will continue to be the chief accountant in SyntheticMR AB.
Item 14: Decision on Nomination Committee
Proposal to introduce a nomination committee by the AGM instructing the chairman of the board to contact the three largest shareholders or the owner groups (herewith refers to both registered shareholders and nominee-registered shareholders) according to Euroclear Sweden AB's printing of the share register as of September 30, 2019. Each such shareholder or group of shareholders shall appoint a representative to be member of the nomination committee for the period until the new nomination committee has been appointed according to the mandate from the next annual general meeting. In addition, the members of the Nomination Committee shall have the right to co-opt the Chairman of the Board to the Nomination Committee if this is deemed desirable.
In the event that one of the three largest shareholders or owner groups does not wish to appoint such a representative, the fourth largest shareholder or the owner group shall be asked and so on until the nomination committee consists of three members (co-opted chairman not included). If several shareholders or owner groups refrain from their right to appoint a member to the nomination committee, no more than the ten largest shareholders or the owner groups need to be asked.
The majority of the members of the nomination committee shall be independent in relation to the company and the company management. At least one of the members of the nomination committee shall be independent in relation to the largest shareholder in the company in terms of voting rights or group of shareholders in corporation. The CEO or another person from the executive management shall not be a member of the Nomination Committee. Board members may be part of the Nomination Committee but shall not constitute a majority of its members. If more than one board member is a member of the nomination committee, at most one of them may be dependent on the company's major shareholders.
The Nomination Committee appoints the Chairman of the Group. The member representing the largest owner or owner group shall be appointed chairman unless the members of the nomination committee agree on another chairman. Any board member who has been appointed as a member of the nomination committee shall not chair the nomination committee.
The composition of the Nomination Committee shall be announced no later than six months before the Annual General Meeting 2020. If a member leaves the Nomination Committee before its work is completed and if the Nomination Committee considers that there is a need to replace this member, the Nomination Committee shall appoint a new member according to the principles above but based on Euroclear Sweden AB's printing of the share register as soon as possible after the member left his post. Changes in the composition of the Nomination Committee shall be made public immediately. No remuneration shall be paid to the members for their work in the Nomination Committee. If necessary, the company shall be able to reimburse reasonable costs for the work of the nomination committee and for external consultants who are deemed necessary by the nomination committee to enable the nomination committee to fulfill its task.
The Nomination Committee shall submit proposals to the Chairman and other members of the Board, as well as fees and other remuneration for board assignments to each of the Board members. The nomination committee shall also submit proposals for the election and remuneration of the auditor, the chairman of the annual general meeting and principles for the appointment of the nomination committee for the next annual general meeting.
Proposals for resolution from the board of directors.
Item 9b: Decisions on disposals of the company's profit according to the established balance sheet for 2018
The Board of Directors proposes a dividend to the shareholders of SEK 1.50 per share. This gives a total dividend of SEK 6,060,117 divided on all shares in the company. The remaining capitalized funds of SEK 33,883,349, including the share premium reserve and retained earnings, are transferred in new accounts.
Item 9d: Decisions on record date for distribution of dividend
The record date for the proposed dividend is Thursday, May 2, 2019. If the AGM decides in accordance with the proposal, it is expected that the dividend will be sent out by Euroclear Sweden AB on Tuesday, May 7, 2019.
Personal data
The personal data retrieved from the share register, notification of participation in the Annual General Meeting and details of representatives and assistants will be used for registration, preparation of the voting list for the
AGM, and if applicable, minutes of the meeting. For information on how your personal information is processed, please refer to the Privacy Police available on the Euroclear website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor
Documents etc.
Upon publication of this notice, the total number of shares and votes in the company amounts to 4,040,078.
The annual report and the auditor's report for the company in respect of the financial year 2018 and the Board's statement in accordance with Chapter 18, Section 4 of the Swedish Companies Act will be available no later than April 8, 2019.
The documents will be available on the Company's website, http://www.syntheticmr.com/investors/, at the Company at the address Storgatan 11, Linköping and sent to the shareholders who request it and state their postal or emailaddress. To order the documents, the same address, e-mail address and telephone number can be used as for notification to the AGM, see above.
Shareholders are reminded of their right to request disclosure under Chapter 7. Section 32 of the Companies Act.
Stockholm, March 2019
SyntheticMR AB (publ)