The shareholders of SinterCast AB
(publ), reg. no. 556233-6494 ("SinterCast") are hereby invited to
attend the Annual General Meeting to be held on Tuesday 20 May
2014, 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
In addition, any shareholders
whose shares are nominee registered must temporarily have the
shares re-registered in their own names before Wednesday 14 May
2014, 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 14 May 2014, i.e. when the
re-registration must be completed.
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
14 May 2014). 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: Mr Raffaele De
Vivo, President VM Motori North America |
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, alternate Board Members (if any), auditors and
alternate auditors (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, Vice Chairman, auditors and
alternate auditors (if any) |
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 in accordance with the adopted
Balance Sheet (item 10 b)
SEK 57,400,665 are at the disposal of the Annual General Meeting
and the Board of Directors proposes that there shall be a total
dividend of SEK 1.2 per share (totally SEK 8,508,159.60) for the
financial year 2013 and that the parent company shall retain the
remaining part of non-restricted equity of SEK 48,892,505.40. The
Board of Directors proposes Friday 23 May 2014 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 Wednesday 28
May 2014.
Decision
regarding the number of Board
Members, alternate Board Members (if any), auditors and alternate
auditors (if any) (item 11)
The Nomination Committee proposes seven ordinary Board Members,
including the Chairman and the Vice Chairman, and no alternate
Board Members.
The Nomination Committee further
proposes that the company shall have a registered auditing company
as auditor, and no alternate auditors.
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 980,000. It is proposed that this remuneration
shall be divided between the Chairman (SEK 280,000) and the
ordinary Board Members (SEK 140,000 each), with no remuneration for
the Managing Director. The Nomination Committee proposes that the
Auditor shall be paid against approved invoice.
The Board remuneration may be, if
certain conditions are fulfilled, billed by the Board Member's
company. The procedure shall be cost-neutral for SinterCast.
Election of
Board Members, alternate Board Members (if any), Chairman, Vice
Chairman, auditors and alternate auditors (if any) (item
13)
The Nomination Committee proposes re-election of the present Board
Members: Hans-Erik Andersson, Aage Figenschou, Robert Dover,
Laurence Vine-Chatterton and Steve Dawson as ordinary members, and
the election of Carina Andersson and Jason Singeras as new ordinary
Board Members for the period until the next Annual General Meeting.
Ulla-Britt Fräjdin-Hellqvist, Board Member since 2002, has declined
re-election. Hans-Erik Andersson is proposed 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).
The Nomination Committee proposes
re-election of the company's existing auditor, the registered
auditing company Öhrlings PricewaterhouseCoopers AB, with Tobias
Holmer Stråhle as principal auditor, for the period until the next
Annual General Meeting.
Election of
Nomination Committee Members (item 14)
The Nomination Committee proposes the Nomination Committee to
consist of four members and proposes re-election of Karl-Arne
Henriksson, Ulla-Britt Fräjdin-Hellqvist and Andrea Fessler and
election of Hans-Erik Andersson. Karl-Arne Henriksson is proposed
to be the Chairman of the Nomination Committee. 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.
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
2013.
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 of Directors.
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 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 Tuesday 29 April 2014 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
7,090,133.
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
Managing Director 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 2014
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 discrepancy between the
versions, the Swedish version shall prevail.
Press Release PDF
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: SinterCast via Globenewswire
HUG#1777212
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