STOCKHOLM, Sweden, April 28, 2004 (PRIMEZONE) -- Munters AB (publ):
Board of Directors and Auditors
At today's Annual General Shareholders' Meeting in Munters AB, the board members Berthold Lindqvist, Bengt Kjell, Soren Mellstig, Sven Ohlsson, Lars Spongberg and Lennart Evrell were re-elected. Eva-Lotta Kraft and Jan Svensson was elected as new members of the board. At the subsequent Statutory Board Meeting, Berthold Lindqvist was appointed Chairman of the Board.
Distribution of Dividend
The Meeting approved the proposal by the Board and the Managing Director for a dividend of SEK 3.50 per share. The record date was set to April 30, 2004 and the dividend is expected to be distributed by VPC on May 5, 2004.
Buy-back of own shares
The Meeting decided, in accordance with the proposal of the Board of Directors, to authorise the Board to decide to acquire own shares.
In substance, the decision of the Meeting means that the Board is authorised, until the next AGM to resolve to acquire relevant number of shares according to the below warrant scheme. Acquisition will be made on Stockholmsborsen (the Stockholm Stock Exchange) or through an offer directed to all shareholders at a price per share within the registered price interval at each time. The objective of the authorisation is to give the Board of Directors an opportunity, during the period until the next Annual General Meeting, to meet the Company's undertaking in accordance with the proposed warrant scheme.
Resolution to issue warrants for shares bought back and resolution to transfer shares bought back in connection with the exercise of warrants
The Meeting decided, in accordance with the proposal of the Board of Directors, to issue purchase options for bought-back shares and to transfer bought-back shares in connection with a call for exercising of such purchase options. In substance, the decision of the Meeting means that the company will issue not more than 190,000 purchase options for bought-back Munters shares to approximately 115 senior executives in the Munters Group. Each purchase option shall entitle the holder, during the period 1 September 2007 - 31 March 2008, to acquire one Munters share for a price equivalent to 140 per cent of the average of the highest and the lowest prices paid on Stockholmsborsen during the subscription period, 3 May 2004 - 7 May 2004. The purchase options shall be transferred at a market price calculated by Handelsbanken Securities in accordance with an established valuation model (Black Scholes).
Nomination Committee
The Meeting resolved to appoint a Nomination Committee for the preparation and presentation of proposals ahead of each Annual General Meeting regarding the election of members of the Board of Directors and, when applicable, the election of Auditors, and fees for the members of the Board of Directors and the Auditors.
The Nomination Committee shall consist of at most five members, represented by the five largest shareholders per the end of the third calendar quarter every financial year. The Chairman of the Board of Directors shall by the end of the third calendar quarter convene the five largest shareholders of the Company, who shall have the right to appoint one representative each to the Nomination Committee, which should not be a board member. In addition, the Nomination Committee can decide that the Chairman of the Board of Directors shall be a part of the Committee. Should anyone of the five largest shareholders decline their right to appoint a representative to the Nomination Committee, the right will be passed on to the shareholder who, next to these shareholders, holds the largest number of shares in the Company. Should several shareholders decline their right to appoint a representative to the Committee, only the eight largest shareholders need to be asked, unless otherwise is requested in order for the Nomination Committee to consist of at least three members. The Committee should be lead by a representative of the shareholders, but the Chairman of the Board of Directors can also be elected Chairman of the Committee. The Chairman of the Board of Directors shall, as part of the Committee's work, give further details about the conditions regarding the work of the Board of Directors, the need for special competence etc which can be significant for the nomination process. Individual shareholders shall be able to give proposals for board members to the Nomination Committee for further evaluation within the scope of the Committee's work.
The names of the representatives shall be made public in the Company's interim report for the third quarter.
The Nomination Committee shall have the right to debit the Company with the costs for recruiting consultants in case it is considered necessary in order to get an appropriate selection of candidates to the Board of Directors.
The Nomination Committee shall give a report of their work at each Annual General Meeting.
CEO speech
President and CEO Lennart Evrell summarized fiscal 2003:
- Weak demand within MCS Europe
- Good demand within MCS Americas
- Weak demand within HumiCool due to the war in Iraq and currency
effects.
- Dehumidification
- Good development for HCU
- Weak demand large projects incl. Zeol
- Asia strong after weak start
- Food is growing
- Negative currency effects
- Reduced acquisition effect after January 1 and no effect after
July 1
- Cost reductions
Further he continued with a short presentation of the results for the first quarter 2004, which was published earlier today:
- Strong orders in Dehumidification and HumiCool
- The weak demand in MCS Europe continues
- Strong growth in MCS Americas and Asia
- Most order growth from large projects
- Cost reductions
- Cost increases - Volume related - Mexico - Material cost
This information was brought to you by Waymaker http://www.waymaker.net
The following files are available for download:
http://www.waymaker.net/bitonline/2004/04/28/20040428BIT00140/wkr0001.doc
http://www.waymaker.net/bitonline/2004/04/28/20040428BIT00140/wkr0002.pdf