Notice to the Extraordinary General Meeting of SinterCast Aktiebolag
(publ)
(Thomson Reuters ONE) - The shareholders of SinterCast Aktiebolag (publ), (the "Company") arehereby invited to attend the Extraordinary General Meeting (the"Meeting") to be held on Thursday 20 August 2009, at 14:00 hours atthe premises of Remium AB, Kungsgatan 12-14, Stockholm, Sweden.Right to Participate and VoteShareholders who wish to participate in the Meeting shall: - be entered into the share register kept by the Swedish Securities Registry Euroclear Sweden AB ("Euroclear") (formerly VPC AB) on Friday 14 August, 2009 and - give notice of participation to SinterCast before 12:00 noon on 14 August 2009.Shareholders, whose shares are registered in the name of a nomineemust request to be temporarily entered into the share register keptby Euroclear as of 14 August 2009 in order to be entitled toparticipate in the Meeting. The nominee should be requested tore-register the shares well before that date.Notice of ParticipationNotice of participation can be made in writing to SinterCast AB(publ), P.O. Box 102 03, SE-100 55 Stockholm, Sweden, via telephone+46 8 660 77 50, fax +46 8 661 79 79 or by e-mail:egm.registration(at)sintercast.com.A shareholder may be accompanied by advisors only if the shareholderhas informed SinterCast of the advisors' attendance before 12:00 noonon 14 August, 2009. A shareholder may not be accompanied by more thantwo advisors. Shareholders who intend to participate in the Meetingare required to provide their name, personal identity number (Swedishcitizens only) or organisation number, address, telephone number andholding of shares. The shareholder shall provide the same informationfor accompanying advisors, if applicable.RepresentativesIf a shareholder's participation is to be made through arepresentative or by proxy, a power of attorney must be provided withthe notification including, in the case of a legal entity, certifiedproof of registration, or in the case of a personal representation,other documents proving the signatory's authorisation. Power ofattorney forms are available at www.sintercast.com and can also beprovided by post.Proposed Agenda1. Opening of the Meeting2. Election of the Chairman of the Meeting3. Preparation and approval of the list of shareholders entitled to vote at the Meeting4. Approval of the Agenda5. Election of attendees to verify the minutes together with the Chairman6. Determination of whether the Meeting has been duly convened7. Decision of the Board of Directors' proposal on issue of new shares and share warrants of Series 2009/2010 with pre-emption rights for existing shareholders8. Decision of the Board of Directors' proposal on an Employee Stock Option Programme for employees of the SinterCast Group including: a) Issue of employee stock options and b) Issue of share warrants to SinterCast Personnel AB9. Closing of the MeetingProposalsItem 7: Decision of the Board of Directors' Proposal on Issue of NewShares and Share Warrants of Series 2009/2010 with Pre-emption Rightsfor Existing ShareholdersThe Board of Directors proposes, subject to the approval of theshareholders, to increase the Company's share capital by not morethan SEK 1,388,224 through an issue of not more than 925,483 newshares and not more than 925,483 share warrants of Series 2009/2010.The proposal is to be decided by the Meeting.The right to subscribe for new shares and share warrants shall belongto those persons who on the record date for the new issue of sharesare recorded as shareholders of the Company in the share registerkept by Euroclear. Each such shareholder shall have a pre-emptionright to obtain one (1) subscription right for one (1) existingshare. Six (6) subscription rights entitle the holder to subscribefor one (1) Unit consisting of one (1) share and one (1) sharewarrant. Shares and share warrants may only be jointly subscribed forin Units.In the event that all Units are not subscribed for with subscriptionrights based on pre-emption rights, Units shall be allocated toshareholders who have subscribed for additional Units without suchsubscription rights. Such allocation shall be made pro rata, inrelation to the number of Units each such shareholder has subscribedfor under their subscription rights. Units shall thereafter beallocated to the public who subscribe for Units without subscriptionrights, in proportion to such amount subscribed for.Each Unit is issued at a subscription price of SEK 25, where thesubscription price for each share is SEK 25. Accordingly, the initialamount of the new rights issue is SEK 23,137,075. The share warrantsare not issued against payment.Subscription and payment for a Unit by a shareholder withsubscription right shall be made during the period from 31 August to14 September 2009. Subscription for a Unit by a shareholder or amember of the public without a subscription right shall also be madeduring the above mentioned subscription period. Payment of Unitwithout subscription right shall be made no later than the third bankday following the subscriber's receipt of confirmation notice of thesubscription. The Board of Directors shall have the right to extendthe subscription and payment periods.Subscription of shares by virtue of the share warrants shall be madein accordance with the terms and conditions of the share warrants ofSeries 2009/2010 during the period from 1-30 September 2010. Two (2)share warrants entitle the holder to subscribe to one (1) new sharein the Company at a subscription price of SEK 25.The record date for participation in the new issue of shares andshare warrants shall be 27 August 2009.As the decision does not affect the shareholders' pre-emption rights,resolution requires a simple majority (more than 50%) of the votescast.Item 8: Decision of the Board of Directors' Proposal on a EmployeeStock Option Programme for Employees of the SinterCast Groupincludinga) Issue of Employee Stock Options andb) Issue of Share Warrants to SinterCast Personnel ABThe Board of Directors proposes, subject to the Meeting's decision,to implement an employee stock option programme, including a directedissue of employee stock options and share warrants, with deviationfrom the shareholders pre-emption rights, substantially in accordancewith the below. This proposal is motivated by the fact that theemployees are effectively without a current incentive programme andthat the Board judges that it is critical for SinterCast, as atechnology specialist company, to motivate and secure its key staff.The maximum dilution effect is calculated to amount to approximately4.2 percent of the total number of shares and votes in the Company,taking into account shares and share warrants issued due to approvalof the Board of Director's resolution on issue of new shares andshare warrants of Series 2009/2010 with pre-emption rights forexisting shareholders, in accordance with item 7 above, provided thatthere is full subscription and full utilisation of all sharewarrants. The dilution effect excluding the share issue and issue ofshare warrants in item 7 is calculated to amount to 5.1 percent.a) Issue of Employee Stock OptionsThe employee stock options, which are not issued against payment,shall be allocated to all staff currently employed in the SinterCastGroup at the issue (13 persons), and any future employees of theGroup. The stock options entitle each such employee to acquire one(1) share in the Company. The employee stock options are nottransferrable. The maximum number of stock options to be allottedwill be 285,000, where the President & CEO shall be allocated amaximum of 150,000 employee stock options and other members of themanagement team and key staff shall be allocated a maximum of 20,000employee stock options each. Other employees shall be allocated amaximum of 7,500 employee stock options each. A total of 5,000 stockoptions will be retained for distribution to new employees that mayjoin the company during the term of the programme. Allocation underthe stock option plan is subject to the employee stock option holderwaiving his or her right to options under the outstanding stockoption plan.The options will run for a period of approximately four (4) years,where 15 percent of the allotted options can be subscribed for sharesduring the period of 1 November to 15 December one (1) year afterthe issue date, 20 percent can be subscribed for shares during theperiod of 1 November to 15 December after two (2) years, 25 percentduring the period of 1 November to 15 December after three (3) yearsand the remaining 40 percent during the period of 1 November to 15December after four (4) years, provided that the employee is stillemployed by the Group at the aforementioned point of times.The subscription price will correspond to an annual increase of ten(10) percent of the average volume weighted price paid for oneCompany share on the Stockholm Stock Exchange during the period often trading days from 6 August to 19 August 2009, corresponding to anincrease of 46.5 percent over the four year term of the programme.The employee stock options shall be subject to a ceiling such thatany profit, at exercise, cannot exceed SEK 50 per option.b) Issue of Share Warrants to SinterCast Personnel ABAs surety for the Company's undertakings under the employee stockoption programme, when holders of the employee stock options wish tosubscribe for shares, it is proposed to the Meeting to approve theBoard of Director's proposal to issue not more than 300,000 sharewarrants which each entitle the subscription of one (1) share. Theshare warrants shall be issued to SinterCast Personnel AB, a whollyowned subsidiary of SinterCast AB. The subsidiary shall be entitledto acquire the share warrants free of charge and shall, followingsubscription, be entitled to dispose over them with the aim offulfilling the undertakings under the employee stock option programmeabove. Subscription of warrants shall be made no later than 30September 2009. Transfer can subsequently take place withoutremuneration. During the option term, 1 November 2010 - 31 December2013, a holder of share warrants shall be entitled to subscribe forone (1) new share at a subscription price corresponding to thesubscription price for employee stock options by virtue of theunderlying share warrant.Based on an average volume-weighted price of SEK 40 during 6-19August 2009, preliminary calculations show that costs under IFRS2will amount to approximately SEK 1.8 million, subject to fullsubscription. The costs will be expensed during the term of thewarrants. Assuming that all options will be realised at the maximumceiling of SEK 50, the social security costs are expected to amountto approximately SEK 3.0 million, expensed continuously during theperiod in which they are incurred. With full exercise of the options,the Company's share capital will increase by not more than SEK300,000. This increase is equivalent to a dilution effect ofapproximately 5.1% of the total number of shares and votes in theCompany (4.4% of the total number of shares and votes after theproposed rights issue and, 4.2% of the total number of shares andvotes if the warrants associated with the new rights issue areexercised).The proposed employee stock option programme has been drawn up by theBoard of Directors in consultation with external advisers and wasapproved at the Board Meeting held on 3 August 2009.A resolution on the above lines requires the support of shareholderswith at least nine-tenths (90%) of both the votes cast and the sharesrepresented at the Meeting.MiscellaneousDocuments related to the Meeting can be obtained from SinterCast AB(publ), Box 10203, SE-100 55 Stockholm, Sweden, by telephone +46 8660 77 50, or via the SinterCast website (www.sintercast.com) from 6August 2009. The documents will also be available at the Meeting.This is an unofficial translation of the Swedish original notice tothe Extraordinary General Meeting of the shareholders. In the eventof any difference between the versions, the Swedish version shallprevail.The total number of shares and votes in the Company are 5,552,900. Stockholm, August 2009 SinterCast Aktiebolag (publ) The Board of Directorshttp://hugin.info/1205/R/1332952/315789.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 06.08.2009 - 08:31 Uhr
Sprache: Deutsch
News-ID 4418
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