The Annual General Meeting 2007, was held on Tuesday April 24, at 5 p.m. CET, in Kungsholmen Konferens & Matsal, Fleminggatan 18 (Trygg-Hansa building), Stockholm.
Minutes of Annual General meeting 2007 Protokoll från bolagsstämma 2007 Swe
Förslag till ny bolagsordning
Styrelsens yttrande enl. ABL 18:4 och 20:8 (försiktighetsregeln)
Revisors yttrande
Styrelsens förslag till optionsprogram
Styrelsens förslag till beslut ang. riktlinjer för ersättning till ledande befattningshavare
Information om Inlösenförfarande Sv
Information on automatic redemption of shares
Swedish version
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 18 April 2007;
(ii) notify the Company of their intent to attend the Annual General Meeting in writing to Munters AB, Box 430, SE-191 24 SOLLENTUNA, Sweden, by telephone
+46 8 626 63 00, by fax +46 8 754 68 96 or by e-mail info@munters.se, by Wednesday 18 April 2007 at 12.00 a.m. CET at the latest.
Shareholders who wish to be represented by a representative must submit a proxy. 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.
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 18 April 2007 and shareholders must, therefore, notify their trustees well before the said date.
B. Proposal for Agenda
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Opening of the Meeting.
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Election of Chairman of the Meeting.
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Preparation and approval of voting list.
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Approval of the Agenda.
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Election of persons to attest the Minutes.
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Review of procedures to establish if the Meeting has been duly convened.
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The Managing Director’s report.
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Presentation of the Annual Report and the Auditor’s Report and the Consolidated Accounts and the Group Auditor’s Report.
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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 2006.
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Resolution regarding dispositions concerning the Company’s profit according to the adopted Balance Sheet and determination of record day for dividend.
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Resolution regarding the discharge from liability of the Board of Directors and the Managing Director.
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Establishment of the number of members and deputy members of the Board of Directors.
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Establishment of fees to the Board of Directors and Committees.
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Election of members, deputy members and chairman of the Board of Directors.
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Resolution regarding guidelines for the determination of remuneration to senior executives.
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Resolution regarding redemption of shares, including resolutions on (a) the amendment of the articles of association, (b) a so-called share split (c) a reduction of the share capital for repayment to the shareholders and (d) an increase of the share capital by way of a bonus issue.
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Resolution regarding an employee incentive program including transfer of shares.
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Resolution regarding an authorisation of the Board of Directors to take up financing.
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Closing of the Meeting.
Proposals
According to the decision at the Annual General Meeting 2006 a Nomination Committee has been appointed, comprising 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 has as stated below submitted proposals regarding items 2 and 12-14 on the Agenda. Shareholders jointly representing approximately 41.9 per cent of the votes in the Company have announced their intention to support all the proposals of the Nomination Committee.
Election of Chairman of the Meeting (item 2)
The Nomination Committee proposes that Berthold Lindqvist, Chairman of the Board of Directors, is elected Chairman of the Annual General Meeting 2007.
Dividend (item 10)
The Board of Directors proposes a dividend of SEK 6.75 per share, or a total of MSEK166. As record day for the dividend the Board of Directors proposes 27 April 2007. If the Annual General Meeting passes a resolution according to the proposal it is expected that the dividend will be distributed by VPC AB on 3 May 2007
Proposal for election of Board of Directors and Fees (item 12, 13 and 14)
The Nomination Committee has proposed the following:
The Board of Directors and its fees
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, Berthold Lindqvist, Sören Mellstig, Sven Ohlsson and Jan Svensson and new election of Lars Engström. Furthermore, it is proposed that Berthold Lindqvist be elected Chairman of the Board. It is noted that Ernst & Young at the Annual General Meeting 2004 was elected auditor until the end of the Annual General Meeting 2008.
Lars Engström is Managing Director of Munters AB and Group Managing Director of Munters Group.
It is proposed that remuneration to the board members for the period shall amount to a total of SEK 1,925,000 (including committee fees) to be distributed as follows: SEK 200,000 to each member not employed by the Company and SEK 450,000 to the Chairman of the Board. It is noted that the Annual General Meeting 2004 resolved that fees to the auditors shall be paid on running account.
Fees to 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 Chairman and SEK 25,000 to each of the other members.
Proposal for a resolution regarding guidelines for the determination of remuneration to senior executives (item 15)
The Board of Directors proposes that the Annual General Meeting resolves on guidelines for the determination of remuneration to senior executives, in the main meaning that market salaries and other market terms of remuneration shall be applied when determining remuneration to senior executives. Besides a fixed salary, the management may also be entitled to a variable remuneration with a predetermined cap. Market pension terms shall apply to senior executives in Munters Group in line with what is generally applicable to similar executives on the market and severance payments shall be limited. All share related incentive programs shall be resolved by the Annual General Meeting. The proposal means a remuneration rate which on the whole corresponds to previous years.
Resolution regarding redemption program (item 16)
Considering the Company’s strong result and cash flow and strong balance sheet, the Board of Directors proposes that the Annual General Meeting resolves on an automatic redemption of shares according to which the shareholders, after a so-called share split 4:1 receives three new shares with a quota value of SEK 1.25 per share of which one share will be redeemed at SEK 20 per share, and, as a result a total amount of approximately MSEK 492 will be allotted to the shareholders in addition to the proposed cash dividend of SEK 6.75 per share. Below is a brief description of the proposal.
(a) Amendment of the articles of association
The Board of Directors proposes that the wording of § 4 in the articles of association be changed, involving that the permitted range of the share capital be reduced from a minimum of SEK 125,000,000 and a maximum of SEK 500,000,000 to a minimum of
SEK 90,000,000 and a maximum of SEK 360,000,000.
(b) Share split
The Board of Directors proposes that the quota value of the share (the share capital divided by the number of shares) is changed by way of a so-called share split so that each share be divided into four shares of which one is to be named redemption share in the VPC system and be redeemed in the manner described under section (c) below. The record day at VPC AB (the Swedish Central Security Depository) for implementation of the share split is set to 18 May 2007.
(c) Reduction of the share capital for repayment to the shareholders
The Board of Directors proposes that the Annual General Meeting resolves that the share capital be reduced for repayment to the shareholders by SEK 31,250,000 (the reduction amount) by way of redemption of 25,000,000 shares. The shares to be redeemed are the shares that after implementation of the share split pursuant to section (b) above, are named redemption shares in the VPC system and the record day for the right to receive redemption shares pursuant to section (b) above is to be 18 May 2007.
The purpose of the reduction of the share capital is repayment to the shareholders and, in so far as the reduction of the share capital is implemented by way of redemption of shares held by the Company, allocation to a fund to be used in accordance with a resolution adopted by a general meeting.
For each redeemed share a redemption price of SEK 20 is to be paid in cash, of which SEK 18.75 exceeds the quota value of the share. However, shares held by the Company will be redeemed without repayment. Therefore, the total redemption price is expected to amount to SEK 491,895,000.1 In addition to the reduction amount, a total amount of SEK 461,151,562.50 will be distributed by utilizing the Company’s non-restricted equity. Payment of the redeemed shares is to be made as soon as possible, however, not later than ten banking days after the Swedish Companies Registration Office’s registration of all resolutions pursuant to sections (a) – (d).
The resolution on reduction of the share capital by way of redemption of shares according to this section (c) is not subject to the authorisation of the Swedish Companies Registration Office or a public court as the Company at the same time implements a bonus issue pursuant to section (d) below resulting in neither the Company’s restricted equity nor its share capital being reduced.
(d) Increase of the share capital by way of a bonus issue
The Board of Directors further proposes that the Annual General Meeting resolves that the Company’s share capital be increased by way of a bonus issue, by SEK 37,500,000 to
SEK 131,250,000 by a transfer of SEK 37,500,000 from the non-restricted equity. No new shares are to be issued in connection with the increase of the share capital.
Finally, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Managing Director of the Company to make the minor adjustments of the resolutions pursuant to sections (a) – (d) above that may be required in connection with the registration of the resolutions by the Swedish Companies Registration Office or VPC AB.
Resolutions adopted by the Annual General Meeting pursuant to sections (a) – (d) above are to be adopted as one single resolution. To be valid, the Annual General Meeting’s resolution must be supported by at least two-thirds of both the votes cast and the shares represented at the Meeting.
Resolution regarding an employee incentive program including transfer of shares (item 17)
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, below jointly referred to as "Senior Executives". Approximately 32 persons are expected to be comprised by the program.
The Managing Director will be able to receive maximum 15,000 employee options. Other members of the group management will be able to receive maximum 10,000 employee options each. Members of the division management will be able to receive maximum 5,000 employee options each. The total number of employee options to be allotted amounts to maximum 172,000. The allotment shall be subject to the improvement of the earnings per share in 2007 in proportion to previous years. If the improvement is less than 5 % no allotment will take place. Maximum allotment will be obtained if the improvement is more than 10 %. If the improvement is between
5 – 10 % 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 purchase price of the share in the Company, quoted on the OMX Stockholm Stock Exchange, during a period of ten banking days from 7 – 21 May 2007. The employee options will, however, be capped meaning that the maximum profit will amount to 100 % of the purchase price. This means that if the market value of the shares at the exercise should exceed 200 % of the redemption price mentioned above, the redemption price to be paid by the option holder shall be adjusted upwards correspondingly.
The maturity date of the employee options is 31 May 2011 with a right of the option holders to exercise the employee options as from 1 June 2010 up to and including 31 May 2011.
The exercise of the employee options is subject to the option holder still being employed with the Munters Group as per 31 December 2009.
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 of the Board of Directors is that the Board considers 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 favourable 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 172,000 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 utilised 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 the authorisation of the Board of Directors to take up financing (item 18)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to take up financing on one or several occasions until the next annual general meeting pursuant to chap 11, § 11 of the Companies Act, where the interest is dependent on the result or financial position of the Company (participating loan). The Companies Act is expected to be changed so that a shareholders’ resolution or authorisation will no longer be required after 1 July 2007. The reason for the authorisation is that the Company shall have the possibility to continue to take up loans on terms attractive to the Company.
C. Other information
The Annual Report and the Audit Report, as well as the Board of Directors’ complete proposals for resolutions under items 15, 16 and 17 will be available for the shareholders not later than Tuesday 27 March 2007. Copies of the documents will, on request, be sent to shareholders stating their mailing address and will also be available at the Company’s website www.munters.com and at the Annual General Meeting.
Welcome!
Stockholm in March 2007
The Board of Directors
MUNTERS AB (publ)