The shareholders in Munters AB (publ) are hereby invited to attend the Annual General Meeting to be held on Tuesday 22 April 2008 at 5.00 p.m. CET, in the Conference & Dining Hall of Kungsholmen, Fleminggatan 18 (the Trygg-Hansa building) in Stockholm.
A. Notice of attendance
Shareholders who wish to attend the Annual General Meeting must
(i) be registered in the share register kept by VPC AB as per Wednesday 16 April 2008;
(ii) notify the Company of their intent to attend the Annual General Meeting in writing to Munters AB, Box 1188, SE-164 26 KISTA, Sweden, by telephone +46 8 626 63 00, by fax +46 8 754 68 96, by e-mail firstname.lastname@example.org or here by Wednesday 16 April 2008 at 12.00 a.m. CET at the latest.
Shareholders who wish to be represented by a representative must submit a proxy together with the notification of attendance. Any representative of a legal entity shall present a copy of a registration certificate or any similar documents showing the authority to sign for the legal entity. Download proxy here.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a trustee must have their shares temporarily re-registered in their own name with VPC AB. Such re-registration must be implemented by Wednesday 16 April 2008 and shareholders must, therefore, notify their trustees well before the said date.
B. Proposal for Agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Approval of the Agenda.
5. Election of persons to approve the Minutes.
6. Determination of compliance with the rules of convocation.
7. The Managing Director’s report.
8. Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report.
9. Presentation of the Auditor’s statement regarding the compliance with the guidelines for the determination of remuneration to senior executives.
10. Resolution regarding the adoption of the Statement of Income and the Balance Sheet as well as the Consolidated Profit and Loss account and the Consolidated Balance Sheet, as per 31 December 2007.
11. Resolution regarding dispositions concerning the Company’s profit according to the adopted Balance Sheet and determination of record day for dividend.
12. Resolution regarding the discharge from liability of the Board of Directors and the Managing Director.
13. Establishment of the number of members and deputy members of the Board of Directors.
14. Establishment of fees to the Board of Directors.
15. Election of members and chairman of the Board of Directors.
16. Establishment of fees to the Auditors.
17. Election of Auditors.
18. Resolution regarding guidelines for the determination of remuneration to senior executives.
19. Resolution regarding employee incentive program including transfer of shares. 20. Resolution regarding change in Articles of Association.
21. Resolution regarding change in instructions for the Nomination Committee.
22. Closing of the Meeting.
Election of Chairman of the Meeting (item 2)
Munters Nomination Committee before the Annual General Meeting 2008 comprises of Gustaf Douglas (Investment AB Latour), Carl-Olof By (AB Industrivärden), Anders Algotsson (AFA Försäkring), Jan Andersson (Swedbank Robur Fonder) and Berthold Lindqvist, Chairman of Munters.
The Nomination Committee proposes that Bengt Kjell is elected Chairman of the Annual General Meeting 2008.
Dividend (item 11)
The Board of Directors proposes a dividend of SEK 2.50 per share. As record day for the dividend the Board of Directors proposes 25 April 2008. If the Annual General Meeting passes a resolution according to the proposal the dividend it is expected to be distributed by VPC AB on 30 April 2008.
Election of Board of Directors, Auditors and Fees (item 13- 17) The Board of Directors shall consist of eight members without any deputy members. The Nomination Committee proposes a re-election of Anders Ilstam, Bengt Kjell, Eva-Lotta Kraft, Sören Mellstig, Jan Svensson and Lars Engström and new election of Kenneth Eriksson and Kjell Åkesson.
The Nomination Committee has proposed the following: The Board of Directors and its fees
Furthermore, it is proposed that Anders Ilstam be elected new Chairman of the Board.
Berthold Lindqvist and Sven Ohlsson have declined re-election.
Kenneth Eriksson, born in 1944, is the President of SCA Forest Products and member of the Board of Directors of Fastighetsbolaget Norrporten, Norrlandsfonden, SCA Forest Products and its subsidiaries.
Kjell Åkesson, born in 1949, is the President and Group Chief Executive of Lindab International AB and member of the Board of Directors of Peab Industri AB.
It is proposed that remuneration to the board members for the period shall amount to a total of SEK 2,275,000 including committee fees to be distributed as follows: SEK 250,000 to each member not employed by the Company and SEK 500,000 to the Chairman of the Board. For the work in the Committees, it is proposed that remuneration to the members of the Audit Committee shall be paid as follows: SEK 100,000 to the Chairman and SEK 50,000 to each of the other members. It is proposed that remuneration to the members of the Remuneration Committee shall amount to SEK 50,000 to the convener and SEK 25,000 to the other member. The Auditors and its fees Re-election of the registered accounting firm Ernst & Young AB for a term of office of four years. Björn Fernström, authorized public accountant, will remain the auditor in charge until the Annual General Meeting in 2009. Fee to the auditor shall be paid according to an approved account.
Resolution regarding guidelines for the determination of remuneration to senior executives (item 18)
The Board of Directors proposes that the Annual General Meeting resolves on the current guidelines for the determination of remuneration to senior executives, principally entailing that salaries and other terms of remuneration of the management shall be in accordance with market conditions. Apart from a fixed salary, the management may also be entitled to a variable remuneration with a predetermined cap. The pension terms which shall apply to senior executives in Munters Group shall correspond to those generally applicable in relation to other executives on the market in a similar position and severance payments shall be limited. All share related incentive programs shall be resolved by the Annual General Meeting.
Resolution regarding an employee incentive program including transfer of shares (item 19)
The Board of Directors proposes that the Annual General Meeting resolves that the employee incentive program including transfer of shares as described below be implemented.
(a) Employee incentive program
The Board of Directors proposes that the Annual General Meeting resolves to implement an employee incentive program mainly on the following conditions.
The employee options are free of charge and are to be allotted to the Company’s Managing Director, members of the group management and members of the division management operation and stab, below jointly referred to as ”Senior Executives”. Slightly more than 30 persons are expected to be comprised by the program.
The Managing Director will be able to receive maximum 50,000 employee options. Other members of the group management will be able to receive maximum 30,000 employee options each. Members of the division management operation will be able to receive maximum 15,000 employee options each and the members of division management stab will be able to receive maximum 10,000 employee options each. The total number of employee options to be allotted amounts to maximum 600,000. The allotment shall be subject to the improvement of the earnings per share in 2008 in
proportion to previous years. If the improvement is less than 4 % no allotment will take place. Maximum allotment will be obtained if the improvement is more than 8 %. If the improvement is between 4 – 8 % the allotment shall take place pro rata.
Each employee option entitles the option holder to acquire one (1) share in the Company. A share will be transferred at a price equivalent to 120 per cent of the average volume weighed subscription price of the share in the Company, quoted on the OMX Nordic Exchange, Stockholm
, during a period of ten banking days from 29 April - 13 May 2008.
The employee options will, however, be capped meaning that the maximum profit will amount to 100 % of the subscription price. This means that if the market value of the shares at the use of the option should exceed 200 % of the subscription price mentioned above, the subscription price to be paid by the option holder shall be adjusted upwards correspondingly.
The maturity date of the employee options is 31 May 2012 with a right of the option holders to exercise the employee options as from 1 June 2011.
The exercise of the employee options is subject to the option holder still being employed with the Munters Group as per 31 December 2010.
The offer shall be considered as a part of the ordinary remuneration policy. At a positive development of the share rate the employee incentive program will result in costs in the form of social security payments which will be carried as a current expense.
The reason for the above proposal is that the Board considers that a long-term personal engagement of the employees will contribute to an increased interest in the business and the earnings trend. Furthermore, the proposal is expected to enhance the motivation of the employees and the solidarity with the Company. Therefore, the Board of Directors is of the opinion that the offer is favorable to the Company and its shareholders.
(b) Transfer of shares due to the Employee Incentive Program
Further to the Employee Incentive Program, the Board of Directors proposes that the Annual General Meeting resolves to transfer shares in the Company on the main terms stated below.
The Company shall be able to transfer maximum 600,000 shares in the Company. Each Senior Executive entitled to employee options according to the Employee Incentive Program shall have a right to receive the maximum number of shares pursuant to the terms of the Employee Incentive Program. The transfer of shares shall take place on the terms stated in the Employee Incentive Program. The right of the Senior Executives to receive shares is subject to all the terms of the Employee Incentive Program being fulfilled. The number of shares that may be subject to transfer according to the above, may be subject to recalculation due to a bonus issue, split, preferential issues and similar measures. Shares previously re-purchased shall be utilized in order to receive shares as described above. Resolutions according to the above proposals must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Meeting in order to be valid.
Resolution regarding change in Articles of Association (item 20) The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of Association (3 §) so that the registered seat of the Board of Directors will be in the municipality of Stockholm.
Resolution regarding change in the instructions for the Nomination
Committee (item 21)
The Nomination Committee proposes that the Annual General Meeting resolves to amend the instructions for the Nomination Committee so that the Nomination Committee will be elected for a term until a new Nomination Committee has been elected.
C. Other information
The Annual Report and the Audit Report, as well as the Auditor’s statement under item 9 and the Board of Directors’ complete proposals for resolutions under items 18 and 19 will be held available to the shareholders not later than Tuesday 8 April 2008. Copies of the documents will, on request, be sent to shareholders stating their postal address and will also be available at this website and at the Annual General Meeting.
The total number of shares and votes in the company is 75,000,000. At the time of this notice, 1,066,950 shares are held by the company, which do not entitle the holder to any voting rights.
Kista in March 2008
Board of Directors
MUNTERS AB (publ)