Munters AB (publ) (the "Company") is holding the Annual General Meeting on
Thursday 22 April 2010 at 5.00 p.m. CET, at Ingenjörshuset, Malmskillnadsgatan
46 in Stockholm. Registration starts at 4.00 p.m. CET.
(A) Notice of attendance. Registration
Shareholders who wish to attend the Annual General Meeting must
i. be registered in the share register kept by Euroclear
Sweden AB (Euroclear) as per Friday 16 April 2010.
ii. notify the Company of their intent to attend the Annual
General Meeting in writing to Munters AB (publ), Box 1188, SE-164 26 KISTA,
Sweden, by telephone +46 8 626 63 00, by fax +46 8 754 68 96, by e-mail
arsstamma@munters.se <mailto:arsstamma@munters.se> or at the Company's website
www.munters.com/arsstamma <http://www.munters.com/arsstamma> by Friday 16 April
2010, preferably before 12.00 a.m. CET at the latest. The same time and
addresses applies for notification of attendants.
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. In order to facilitate registration at the Annual General Meeting,
proxies, certificates of registration and other documents of authority should be
received by the Company by Friday 16 April 2010 at the latest. Proxy form will
be held available at the Company and on the Company's website, www.munters.com
<http://www.munters.com/>.
To be entitled to participate in the Meeting, shareholders whose shares are
registered in the name of a trustee must have their shares re-registered in
their own name with Euroclear Sweden AB. Such re-registration must be
implemented Friday 16 April 2010 and could be temporarily.
(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 one or two 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 as
well as 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 2009;
11. Resolution regarding dispositions concerning the Company's result
according to the adopted Balance Sheet;
12. Resolution regarding the discharge from liability of the Board of
Directors and the Managing Director;
13. Establishment of the number of 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. Resolution regarding guidelines for the determination of
remuneration to senior executives;
17. Closing of the Meeting.
Election of Chairman of the Annual General Meeting (item 2)
Munters Nomination Committee before the Annual General Meeting 2010 comprises of
Anders Mörck (Investment AB Latour), Carl-Olof By (AB Industrivärden), Anders
Algotsson (AFA Försäkring), Jan Andersson (Swedbank Robur Fonder) and Anders
Ilstam, Chairman of Munters AB (publ).The Nomination Committee proposes that
Anders Ilstam is elected Chairman of the Annual General Meeting 2010.
Dividend (item 11)
The Board of Directors has proposed that a dividend of SEK 1 per share be paid
for the financial year 2009.
The Board of Directors has proposed that the date of record for entitlement to
dividend be Tuesday 27 April 2010. Provided that the Annual General Meeting
resolve in favour of the proposal, it is expected that the dividend will be
distributed by Euroclear on Friday 30 April 2010.
Election of Board of Directors, etc (item 13- 15)
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 Lars Engström,
Kenneth Eriksson, Anders Ilstam, Bengt Kjell, Eva-Lotta Kraft, Sören Mellstig,
Jan Svensson and Kjell Åkesson. Furthermore, it is proposed that Anders Ilstam
be elected Chairman of the Board and that Bengt Kjell be elected Vice Chairman
of the Board.
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 reasoned statement of the Nomination Committee regarding the Board of
Directors' composition is available at the Company's website,www.munters.com
<http://www.munters.com>.
Resolution regarding guidelines for the determination of remuneration to senior
executives (item 16)
The Board of Directors proposes that the Annual General Meeting resolves on the
guidelines for the determination of remuneration to senior executives.
The guidelines principally entails that salaries and other terms of employment
of the management shall be competitive. 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.
The guidelines for compensation to senior managers is available at the Company's
website,www.munters.com <http://www.munters.com>.
(C) Other information
The Annual Report and the Audit Report, as well as the Auditor's statement under
item 9 and other documents at the prospect of the General Meeting will be held
available to the shareholders not later than Thursday 8 April 2010. Copies of
the documents will, on request, be sent to shareholders stating their postal
address and will also be available at the Company's website, www.munters.com
<http://www.munters.com>, 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.
Welcome!
Kista in March 2010
The Board of Directors
MUNTERS AB (publ)
[HUG#1396357]
Notice to attend Annual General Meeting 2010
| Source: Munters AB
Attachments
