Communiqué from the Annual General Meeting and statutory meeting of the Board of Directors of Mycronic AB (publ)
The Annual General Meeting of Mycronic AB (publ) was held on May 5, 2022. The Annual General Meeting was carried out with the physical presence of shareholders and representatives. The shareholders were also allowed to exercise their voting rights prior to the general meeting by advance voting, so-called postal voting.
The following decisions were made at the Annual General Meeting.
Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2021.
Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an ordinary dividend of SEK 3.00 per share. The record date for receiving dividend was set to May 9, 2022, and the dividend is expected to be distributed on May 12, 2022.
Discharge from liability
The members of the Board of Directors and the CEO were discharged from liability for the administration of the company during the financial year 2021.
Election of members of the Board of Directors etcetera
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors for the period running up until the end of the next Annual General Meeting shall be composed of seven ordinary members with no deputy members.
The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, Patrik Tigerschiöld, Arun Bansal, Anna Belfrage, Katarina Bonde, Staffan Dahlström and Robert Larsson, and new-elected Bo Risberg as members of the Board of Directors for the period running up until the end of the next Annual General Meeting. Patrik Tigerschiöld was re-elected Chairman of the Board of Directors.
Election of auditor
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that one registered accounting firm shall be elected as auditor for the period running up until the end of the next Annual General Meeting.
The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm Ernst & Young as auditor for the period running up until the end of the next Annual General Meeting.
The Authorized Public Accountant, Erik Sandström, will be the responsible auditor.
Board of Directors’ and auditors’ fees
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, on remuneration to the Board of Directors of a total of SEK 3,395,000 for the period running up until the end of the next Annual General Meeting to be distributed as follows. The Chairman of the Board of Directors shall receive a raised remuneration amounting to SEK 850,000 and each of the six other members of the Board of Directors shall receive a raised remuneration amounting to SEK 340,000. In addition, the Annual General Meeting resolved that remuneration to the Chairman of the audit committee shall be raised to SEK 125,000 and that remuneration to each of the other members of the audit committee shall be raised to SEK 75,000. Furthermore, remuneration to the Chairman of the remuneration committee shall be raised to SEK 100,000 and remuneration to each of the other members of the remuneration committee shall be raised to SEK 65,000.
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the auditor’s fee shall be taken on current account for the period running until the end of the next Annual General Meeting.
Approval of the remuneration report
The Annual General Meeting approved the Board of Directors’ remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Guidelines for remuneration to senior executives
The Annual General Meeting resolved to adopt guidelines for remuneration to senior executives in accordance with the Board of Directors’ proposal.
Principles for the appointment of a nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the nomination committee for the Annual General Meeting 2023 shall consist of three members representing the three largest owner-registered or otherwise known shareholders at the end of August and the Chairman of the Board of Directors, a total of four members.
Authorization to resolve on issue of new shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve on an issue of new shares with deviations from the shareholders’ preferential rights. The issue price shall be determined on marketable grounds and the number of issued shares may not exceed ten percent of the total number of outstanding shares in the company per the date of the notice to the Annual General Meeting 2022.
Authorization to resolve on acquisition of the company’s own shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve to acquire the company’s own shares. Acquisition of shares in the company may only be made on Nasdaq Stockholm (the “Exchange”). Acquisition may only be made by a maximum of so many shares that, at any given time, the company’s own holdings do not exceed five percent of all shares in the company. Acquisition of shares on the Exchange may only take place at a price within the price range recorded on the Exchange at any given time.
Long-term incentive program 2022 (LTIP 2022)
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to introduce a long-term performance share program (LTIP 2022) aimed at certain key employees. The intention with LTIP 2022 is to encourage personal long-term ownership in Mycronic as well as to increase and enhance its ability to recruit, retain and motivate employees. The intention is also to use LTIP 2022 to unite the interest of the employees with the interests of shareholders.
The proposal was divided into four items:
A. Terms of LTIP 2022
B. Transfer of the company’s own shares under LTIP 2022 and hedging activities
C. Hedging of LTIP 2022 via an equity swap agreement with a third party
D. Other matters related to LTIP 2022
The Annual General Meeting approved the terms of LTIP 2022, in accordance with item A above, as well as transfer of the company’s own shares under LTIP 2022 and hedging activities in accordance with item B above.
LTIP 2022 is directed towards a maximum of 70 employees, divided in three categories of participants:
CEO (maximum 1 person)
Management Group (maximum 10 persons)
Other key employees (maximum 59 persons)
Participants will, after a qualification period, be given the opportunity to receive allotment of ordinary shares in Mycronic at no consideration. The number of shares allotted will depend on fulfilment of certain performance targets. Allotment of shares within LTIP 2022 will be made during a limited period of time following the Annual General Meeting 2025. The period up to this date is referred to as the qualification period. A condition for the participant to receive allotment of shares is that the participant remains an employee of the Mycronic Group during the full qualification period up until allotment. Allotment of shares also requires that the EPS performance targets are fulfilled.
The intention is to launch LTIP 2022 as soon as practically possible after the Annual General Meeting 2022. The term of LTIP 2022 is more than three years. LTIP 2022 will comprise a maximum of 125,500 shares in total, which corresponds to 0.13 percent of the total outstanding shares and votes in the company on a fully diluted basis.
Statutory meeting of the Board of Directors
At the statutory meeting of the Board of Directors that was held after the Annual General Meeting 2022, the Board of Directors resolved to appoint as members of the remuneration committee Patrik Tigerschiöld, Arun Bansal and Robert Larsson, and as members of the audit committee Anna Belfrage, Katarina Bonde and Staffan Dahlström.
Furthermore, the Board of Directors resolved, based on the authorization given by the Annual General Meeting 2022, to acquire a maximum of so many of the company’s own shares that, at any given time, the company’s own holdings does not exceed five percent of all shares in the company. The purpose of the acquisition is to enable delivery of shares to participants in LTIP 2022 and to be able to continuously adjust the company’s capital structure to the company’s capital requirements.
The Board of Directors’ resolution may be executed up until the next Annual General Meeting. Acquisition shall be made on the Exchange and shall take place at a price per share which is within the price range recorded on the Exchange at any given time. Payment for the shares shall be made in cash.
For additional information, please contact:
Sven Chetkovich
Director Investor Relations
Tel: +46 70 558 39 19
E-mail: sven.chetkovich@mycronic.com
The information in this press release was published on May 5, 2022, at 8:00 p.m. CEST.
About Mycronic
Mycronic is a Swedish high-tech company engaged in the development, manufacture and marketing of production equipment with high precision and flexibility requirements for the electronics industry. Mycronic’s headquarters are located in Täby, north of Stockholm and the Group has subsidiaries in China, France, Germany, Japan, the Netherlands, Singapore, South Korea, United Kingdom and the United States. Mycronic is listed on Nasdaq Stockholm. www.mycronic.com