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2021-03-24

Notice to the Annual General meeting in Mycronic AB (publ)

The shareholders in Mycronic AB (publ) are hereby given notice of the Annual General Meeting to be held on Wednesday 5 May 2021.

Due to the coronavirus, the Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on 5 May 2021, as soon as the outcome of the postal voting has been finally confirmed.

Since the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or third parties, there will not be any speech by the CEO. However, a pre-recorded speech will be made available on the company's website prior to the Annual General Meeting.

Registration and notification 
Shareholders who wish to participate in the Annual General Meeting by postal voting must

  • Be recorded in the share register kept by Euroclear Sweden AB on Tuesday 27 April 2021, and

  • Give notice of their intention to participate no later than Tuesday 4 May 2021, by casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Computershare no later than that day. Please note that the notification to the Annual General Meeting can only be made by postal voting.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date, Tuesday 27 April 2021. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee's routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday, 29 April 2021, will be taken into account in the preparation of the share register.  

Postal Voting
The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and associations. A special form must be used for the postal vote. The form for postal voting is available on the company's website www.mycronic.com. Completed and signed forms for postal voting can be sent by mail to Computershare AB, "Mycronic's Annual General Meeting", Box 5267, 102 46 Stockholm, Sweden or by e-mail to info@computershare.se.Completed forms must be received by Computershare no later than 4 May 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the company's website www.mycronic.com. Such electronic votes must be submitted no later than 4 May 2021.

The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions or conditions can be found on the postal voting form.

Power of attorney
If the shareholder submit its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.mycronic.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders' right to receive information
The board of Directors and the President and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the company no later than ten days prior to the Annual General Meeting, i.e. no later than 26 April 2021, at the address Mycronic AB (publ), Att: Investor Relations, Nytorpsvägen 9, 183 53 Täby, Sweden or by e-mail to helloir@mycronic.com.The questions and responses will be made available on the company's website www.mycronic.com, and the company's head office Nytorpsvägen 9, 183 53 Täby, no later than 30 April 2021. The information is also sent to shareholders who request it and state their address.

Proposed Agenda for the Annual General Meeting
1.    Election of Chairman of the Annual General Meeting
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.    Presentation of annual report and auditor's report as well as of the consolidated financial
       statements and the auditor's report for the group
7.    Resolutions regarding the adoption of the income statement and the balance sheet as well as the
       consolidated income statement and the consolidated balance sheet
8.    Resolution regarding appropriation of the company's profit or loss in accordance with the adopted balance sheet
9.    Resolution regarding discharge from liability of members of the Board of Directors and the CEO 
10.  Resolution regarding number of Board members and deputy Board members and auditors
11.  Determination of fees for the members of the Board of Directors and the auditors
12.  Election of members of the Board of Directors and Chairman of the Board of Directors
13.  Election of auditor
14.  Resolution regarding approval of the remuneration report
15.  The Board of Directors' proposal regarding guidelines for remuneration to senior executives
16.  Proposal regarding composition of nomination committee
17.  The Board of Directors' proposal on authorization of the Board of Directors to resolve to issue new shares
18.  The Board of Directors' proposal on authorization of the Board of Directors to resolve for the company to acquire the company's own shares
19. The Board of Directors' proposal regarding Long Term Incentive Program 2021 (LTIP 2021)
20. The Board of Directors' proposal for resolution to amend the Articles of Association

This year's nomination committee
The nomination committee for the 2021 Annual General Meeting is composed of Henrik Blomquist (Bure Equity), Per Trygg (SEB Fonder), Thomas Ehlin (Fjärde AP-fonden) and Patrik Tigerschiöld (Chairman of the Board).

Item 1: Election of Chairman of the Annual General Meeting
The nomination committee proposes that the Chairman of the Board, Patrik Tigerschiöld, or the person appointed by the Board of Directors if he has an impediment to attend, is elected Chairman of the Annual General Meeting and that Niklas Larsson, Wistrand Advokatbyrå, or the person appointed by the Board of Directors if he has an impediment to attend, is elected keeper of the minutes of the Annual General Meeting.

Item 2: Preparation and approval of the voting list
The voting list proposed for approval is the voting list drawn up by the Chairman at the Annual General Meeting on behalf of the company, based on the general meeting's share register and advance votes received, as verified and recommended by the person approving the minutes.

Item 3: Approval of the agenda
The Board of Directors proposes that the agenda, which is included in this notice to the Annual General Meeting, be approved as the agenda at the Annual General Meeting.

Item 4: Election of one or two persons who shall approve the minutes of the meeting
It is proposed that one person is appointed to approve the minutes. Thomas Ehlin, representing Fjärde AP-fonden, or the person appointed by the Board of Directors if he has an impediment to attend, is proposed to be elected to approve the minutes of the Annual General Meeting together with the Chairman. The task of approving the minutes of the Annual general Meeting also includes verifying the voting list and that the advanced votes received are correct stated in the minutes of the Annual General Meeting.

Item 5: Consideration of whether the meeting has been duly convened
It is proposed that the general meeting approve the convening of the Annual General Meeting.

Item 8: Resolution regarding appropriation of the company's profit or loss in accordance with the adopted balance sheet
The Board of Directors proposes an ordinary dividend for the financial year 2020 of SEK 3,00 per share. Record date is proposed to be 7 May 2021 and disbursement day is estimated to be 12 May 2021.

Item 10: Resolution regarding number of Board members and deputy Board members
The nomination committee proposes that the Board of Directors for the period running up until the end of the next Annual General Meeting shall be composed of six members with no deputy members and that one registered accounting firm is elected as auditor.

Item 11: Determination of fees for the members of the Board of Directors and the auditor
The nomination committee proposes a total remuneration to the Board of Directors amounting to SEK 2 755 000 for the period running until the end of the next Annual General Meeting. The nomination committee proposes a raise in remuneration to the Chairman of the Board to SEK 800 000, and a raise in remuneration to each of the five other members of the Board to SEK 320 000. Furthermore, the nomination committee proposes that the remuneration to the Chairman of the audit committee shall remain unchanged at SEK 100 000, and that the remuneration to each of the other members of the audit committee shall remain unchanged at SEK 50 000. In addition, the nomination committee proposes that the remuneration to the Chairman of the remuneration committee shall remain unchanged at SEK 75 000, and that the remuneration to each of the other members of the remuneration committee shall remain unchanged at SEK 40 000.

The nomination committee also proposes that the auditor's fee for the period running until the end of the next Annual General Meeting is taken on current account.

Item 12: Election of members of the Board of Directors and Chairman of the Board of Directors
The nomination committee proposes re-election of the Board members Anna Belfrage, Katarina Bonde, Robert Larsson, Staffan Dahlström, Arun Bansal and Patrik Tigerschiöld. Patrik Tigerschiöld is proposed to be re-elected as chairman of the Board.

Item 13: Election of auditor
The nomination committee proposes re-election of Ernst & Young AB as auditor for the period
running until the end of the next Annual General Meeting. Ernst & Young has announced the Authorized Public Accountant Erik Sandström as responsible auditor.

Item 14: Presentation of the report regarding paid and outstanding compensation covered by the guidelines
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors' report regarding paid and outstanding compensation covered by the guidelines in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Item 15: The Board of Directors' proposal regarding gu...

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