Summons to the Annual General Meeting 2022
The shareholders in Micro Systemation AB (MSAB) are hereby given notice to attend the Annual General Meeting (AGM) on Wednesday, 11 May 2022, at 18.00 at Hotel Diplomat, meeting room Nybroviken, Strandvägen 7 in Stockholm. Registration for the AGM will commence at 17:15. The Board has decided that shareholders shall be able to exercise their voting rights by postal voting before the meeting.
RIGHT TO PARTICIPATE
Shareholders in Micro Systemation AB (publ), 556244-3050, who wish to participate at the AGM must:
- be included in the shareholders’ register maintained by Euroclear Sweden AB as of 3 May 2022; and
- either, if the shareholder choses to participate and vote at the AGM in person, have given his/her notice to participate to the company in accordance with the instructions under the heading “Notice to participate” below no later than Thursday 5 May 2022,
- or, if the shareholder choses to participate through advance voting, notify the company of his/her participation in the AGM by casting the advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Euroclear Sweden AB no later than Thursday 5 May 2022.
Shareholders who have allowed their equity manager to register their shares must, to be entitled to participate at the AGM, temporarily re-register their shares in their own name with Euroclear Sweden AB so that they are registered as shareholders in Euroclear Sweden AB’s shareholder register by Tuesday 3 May 2022. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee make such registration. Registration of voting rights requested by shareholders at such a time that the registration has been made by the nominee no later than Thursday 5 May 2022 will be taken into account in the preparation of the share register
NOTICE TO PARTICIPATE
Notice to participate must have been received by the Company latest Thursday 5 May 2022, at 24:00, through one of the following channels: via the form available at www.msab.com; by telephone +46 8 402 90 75, weekdays 9:00–16:00; or by letter to the following address: Micro Systemation AB, Annual General Meeting 2022 c/o Euroclear Sweden AB, Box 191,101 23 Stockholm. A notice to participate received in any other manner will not be accepted.
A special form shall be used for advance voting. The form is available on the Company’s website, www.msab.com. The advance voting form is considered as notification of participation.
The completed voting form must be received by MSAB no later than Thursday 5 May 2022. The form shall be sent by post to Micro Systemation AB, “Annual general meeting 2022”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden. A completed and signed form may also be submitted via e-mail to GeneralMeetingService@euroclear.com (state “Micro Systemation AGM 2022”).
If the shareholder votes in advance by proxy, a power of attorney signed by the shareholder and dated shall be enclosed to the form. A proxy form is available at the Company’s website, www.msab.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
PROXIES AND PROXY FORM
Shareholders who votes in advance by proxy must issue a written, signed and dated power of attorney. The power of attorney may not be sent by fax or e-mail. The power of attorney may not be older than one year unless it states that it is valid for a longer period, but no longer than five years.
If the proxy is issued by a legal entity, a copy of the registration certificate, or a corresponding authorization document for the legal entity, shall be attached. To facilitate the administration, proxy forms, registration certificates and other authorization documents shall be received by the company at the above address latest Thursday, 5 May, 2022.
Please note that a separate registration concerning shareholder participation at the AGM must be submitted even if the shareholder wishes to exercise his or her right to vote at the AGM by proxy. A submitted proxy is not valid as a notice of attendance.
Proxy forms are available from the company upon request and are also available at www.msab.com.
NUMBER OF SHARES AND VOTES
The total number of shares is 19,172,000, of which 1,000,000 are A shares, 17,550,000 are B shares, and 622,000 are C shares. The total number of votes is 28,172,000, of which 10,000,000 votes are ascribed to A shares, 17,550,000 votes are ascribed to B shares and 622,000 votes are ascribed to C shares. The Company holds in treasury 703,569 shares, of which 622,000 are C shares and 81,596 are B shares, corresponding to 703,569 votes.
- Election of chairman and appointment of keeper of minutes of the AGM
- Preparation and approval of voting list
- Approval of the agenda
- Election of at least one person to approve the AGM minutes
- Determination of whether the AGM has been duly convened
- Presentation of the annual report and audit report, the consolidated financial statements and the auditor’s report for the Group and whether the guidelines for remuneration of executive management have been complied with
- Resolutions regarding:
- the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
- appropriation of the Company’s profit in accordance with the adopted balance sheet
- approval of the remuneration report
- discharge from liability for board members and the CEO
- Determination of the number of board members
- Determination of fees for Board members elected by the AGM
- Determination of fees for the auditor
- Election of Board members
- Bernt Ingman (re-election)
- Peter Gille (re-election)
- Fredrik Nilsson (re-election)
- Hanna Bilir (election)
- Rolf Rosenvinge (election)
- Bernt Ingman, as chairman of the Board
- Election of auditor
- Resolution on the Board’s proposal for an incentive program
- Resolution on the Board’s proposal for authorization for the board to issue shares
- Resolution on the Board’s proposal for authorization for the Board to purchase and transfer the company’s own shares
- Resolution on guidelines for remuneration of executive management
- Resolution on principles for the appointment of the Nomination committee prior to the 2023 Annual General Meeting
- Meeting adjournment
RESOLUTION PROPOSALS IN BRIEF
Item 1: Election of chairman of the meeting
The Nomination committee proposes Bernt Ingman as Chairman of the Annual General Meeting, or in his absence the person appointed by the Nomination committee instead.
Item 7b: Resolution regarding appropriation of the Company’s profit or loss in accordance with the adopted balance sheet
MSAB's endeavor is to deliver long-term increasing value for customers, employees and shareholders. Increased investments in our product portfolio, sales resources and subsequent strategic acquisitions, all of which strengthen the company's market position and long-term earning capacity are important parts of this effort. Given the above-mentioned strategic investments and future prospects, the Board does not propose a dividend for 2021.
The Board thus proposes to the Annual General Meeting to appropriate the company's results in accordance with the Board's proposal on page 34 of the annual report.
Item 7c: Approval of the remuneration report
It is proposed that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, section 53a of the Swedish Companies Act.
Item 8: Number of Board members
The Nomination Committee proposes that the Board shall consist of 5 members and no deputies.
Item 9: Fees for the Board members
The Nomination committee proposes that fees to the Board be paid in a total of SEK 1,500,000, to be distributed with SEK 500,000 to the Chairman of the Board and SEK 250,000 to each of the other members of the Board who are not employees of the company.
Item 10: Fees for the auditor
The Nomination committee proposes that fees to the auditors be paid in accordance with an approved invoice.
Item 11: Election of Board members
The Nomination committee proposes re-election of Peter Gille, Fredrik Nilsson and Bernt Ingman as well as new election of Hanna Bilir and Rolf Rosenvinge, all for a term of office until the end of the following Annual General Meeting. Bernt Ingman is further proposed as Chairman of the Board.
Information on proposed Board members is available on MSAB's website, www.msab.com.
Item 12: Election of auditor
The Nomination committee proposes re-election of the registered auditing company KPMG with the authorized public accountant Mattias Lötborn as principal auditor for the period until the end of the next Annual General Meeting in accordance with the Board's recommendation.
Item 13: Resolution on the board’s proposal regarding long-term incentive program
The Board of Directors of the Company proposes that the General Meeting pass a resolution on the issuance and transfer of warrants in accordance with the below.
A.1 Issue of warrants, series 2022/2025:1
The Board of Directors of the Company proposes that the General Meeting resolve to carry out a private placement in respect of not more than 110,000 warrants of series 2022/2025:1, entailing an increase in the share capital of not more than SEK 22,000 if the private placement is fully taken up.
A.2 The resolution in A.1 shall otherwise be governed by the following terms and condition:
- The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to employees in the Company in accordance with below.
No oversubscription is allowed.
- The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive programme through which employees in the Company shall be able to become long-term owners and participate in and work for a positive growth of value of the Company’s share for the period that the programme covers, and to ensure that the Company can keep and recruit qualified and motivated personnel.
- The warrants shall be issued at no consideration to the Company.
- Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.
- Each warrant entitles the holder to subscribe for one new share of series B in the Company.
- The warrants may be exercised to subscription for new shares during the period 15 May 2025 to 15 June 2025.
- The subscription price per share shall correspond to 125 percent of the volume weighted average price according to Nasdaq Stockholm Small Cap’s official price list for the share during the 10 trading days 2 May – 13 May 2022.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.
- The warrants shall otherwise be governed by market terms including a right for the Company to repurchase warrants if the participant’s employment is terminated. Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office.
- Other terms and conditions according to the complete terms and conditions for series 2022/2025:1.
B. Approval of transfer of warrants, series 2022/2025:1
The Board of Directors proposes that the General Meeting approves the Company’s transfer of warrants series 2022/2025:1 in accordance with the following.
The right to acquire warrants from the Company shall vest in two categories of participants (the ”Participants”) in accordance with the table below. Warrants are transferred in lots of 1,000 warrants.
|Category||Max number of warrants per Participant|
|A) CEO (1 person)||20,000|
|B) Group management and other key individuals (max 15 persons)||6,000|
- The warrants shall be transferred at market price to Participants. The market price shall be calculated by an independent expert using the Black & Scholes valuation model.
The value has preliminary been estimated to 16.47 SEK per warrant based on a share price of 57.70 SEK, a strike price of 72.13 SEK, a term of 3 years, a risk-free interest of 0.92 per cent and a volatility of 52 per cent.
The final valuation will be made in connection with the Participants’ acquisition of the warrants and will be based on the at that time current market conditions.
- Allotment requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources.
- Application for acquisition of warrants shall take place no later than 17 May 2022. The Board of Directors is authorized to extend the application period.
- Payment for warrants shall take place immediately in connection with the application for acquisition. The Board of Directors is authorized to extend the payment period.
C. Information regarding the warrant program 2022/2025:1
1. Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the Company, the warrant program implies, upon exercise of all 110 000 warrants, a full dilution corresponding to approximately 0.57 per cent of the total number of shares and 0.39 per cent of the votes outstanding in the Company, however, subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may occur as a result of certain issues etc.
2. Costs and key ratios
The warrant program will have certain limited costs for advisors and for administration of the program. It is being assessed by the Board that the warrant program only will have an insignificant impact on the key ratios in the Company.
3. Calculation of the market value
The independent accounting firm Grant Thornton Sweden AB calculates the market value of the warrants using the Black & Scholes valuation model.
4. Reasons for the program
The Board wants to incentivise the key individuals in the Company to make an investment in the Company and take part of an increased value of the Company’s stock and thereby have a better alignment of the interests of the Participants and the shareholders. The intention is also that the program will lead to a long-term increase of ownership in the Company for the Participants. The program is also aimed at making it possible for the Company to recruit and retain personnel to the Company and to provide competitive remuneration. The Board believes that the program is fair in scope and cost effective. The Participants are the individuals that, in a strongly decentralised organization, that can create positive profits through cooperation between the subsidiaries in the group. The Board believes that the program will have a positive effect in the development of the MSAB group and that the program is beneficial for both the shareholders and the Company.
5. Preparation of the proposal
The basis for the program has been prepared by the Board of Directors of the Company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a Participant of the program has participated in the preparations of the program’s terms.
6. Other share-related incentive programmes
The Company has no other share related incentive programs.
7. Instruction to the Board of Directors
The General Meeting instructs the Board of Directors to execute the resolution as set out above.
In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make minor adjustments to the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.
The resolution by the General Meeting regarding the implementation of the warrant program in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the General Meeting approve the resolution.
Item 14: Resolution on the Board’s proposal for authorization for the Board to issue shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, within the framework of the current Articles of Association, until the time of the next Annual General Meeting, on one or more occasions, decide on a new issue of shares with or without deviation from shareholders' preferential rights. Shares may be paid in kind, by way of set-off or with other conditions referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act. The purpose of such issues is to carry out or finance acquisitions of all or parts of other companies or operations through payment in MSAB shares or the flexibility in financing acquisitions. The issue price must be determined according to market conditions, which may include customary discounts. The total number of shares issued through new issues according to the authorization may correspond to a total of no more than 10 percent of the number of shares in the company, based on the total number of shares in the company at the time of the 2022 Annual General Meeting. The Board of Directors hereby proposes to be entitled to make minor changes in the above decision that may be required as a result of registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
A valid resolution pursuant to this Item 14 requires the approval of shareholders representing at least two thirds of the votes and shares represented at the AGM.
Item 15: Resolution on authorization for the Board to purchase and transfer the company’s own shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period up to the next Annual General Meeting, to resolve upon transfer and acquisition of Series B shares in the Company as the Board of Directors deem appropriate, whereupon the following conditions shall apply:
- Acquisition of shares in the Company may only take place through trading on Nasdaq Stockholm, or through an offer of acquisition for cash renumeration to all the Company's shareholders.
- Acquisitions may only be made by a maximum of so many shares that, at any given time, the Company's own holdings does not exceed ten (10) percent of all shares in the Company.
- Acquisition of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.
- Acquisition of shares in accordance with an acquisition offer for cash considerations to all the Company's shareholders may only take place at a price which at the time of the acquisition offer does not fall below the market value of the shares and which exceeds the market value by a maximum of 30 percent.
- Transfer of shares according to the authorization may be of all own shares held by the Company at the time of the Board of Directors’ resolution.
- Transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm, which shall refer to the interval between the highest buying price and the lowest selling price.
- Transfer of shares may also take place outside Nasdaq Stockholm in conjunction with company acquisitions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in-kind or set-off rights. The price for such a transfer may be in cash or value of property obtained that corresponds to the market price at the time of the transfer of the shares transferred, with the deviation deemed appropriate by the Board of Directors.
- The authorization may be exercised on one or more occasions during the period up until the 2023 Annual General Meeting.
The purpose of the authorization for the Board to resolve on the acquisition of own shares is to give the Board of Directors increased scope for action and the opportunity to continuously adjust the Company's capital structure and thereby contribute to increased shareholder value, as well as to exploit attractive business opportunities by fully or partially financing corporate acquisitions with the Company’s own shares.
The reason for the allowance to deviate from the shareholders’ preferential rights in conjunction with the transfer of the Company’s own shares it that such a transfer can be done with greater speed and flexibility, and is more cost-effective than a transfer to all shareholders. If the Company’s own shares are transferred for renumeration other than cash in conjunction with an agreement on acquisition of assets, the Company is not able to give the shareholders the opportunity to exercise any preferential right.
A valid resolution pursuant to this Item 15 requires the approval of shareholders representing at least two thirds of the votes and shares represented at the AGM.
Item 16: Resolution on guidelines for remuneration to senior executives
The Board of Directors proposes that the 2022 Annual General Meeting adopt the following guidelines for remuneration to senior executives in MSAB, to apply until at least the 2026 Annual General Meeting.
Compared to the current guidelines, the guidelines now contain an option to apply non-financial criteria for variable cash compensation.
The Board's proposal for guidelines for remuneration to senior executives
These guidelines include the President and CEO of Micro Systemation as well as persons who during the time the guidelines apply are part of Micro Systemation AB's (“MSAB” or “the Company”) Group Management. The guidelines shall be applied to remuneration that is agreed, and changes that are made to already agreed remuneration, after the guidelines have been adopted by the 2022 Annual General Meeting.
The guidelines do not cover remuneration decided by the Annual General Meeting separately, such as remuneration to board members or share-based incentive programs.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
MSAB is a world leader in forensic technology for extracting and analyzing data in seized mobile devices. The Company develops high-quality and easy-to-use software that has become one of the standards for securing evidence in criminal investigations. The products can be supplemented with tools for reporting and a wide range of training with certifications in legally secure forensic technology. By growing faster than the market, the goal is to strengthen the position as a world-leading player. To do this, the Group works according to a strategy that includes development, digitalisation and sustainability. A successful implementation of MSAB's business strategy and the safeguarding of the company's long-term interests, including its sustainability, presupposes that the company can recruit and retain qualified employees. The objective of MSAB's remuneration policy for senior executives is therefore to offer competitive and market-based remuneration, so that competent and skilled employees can be attracted, motivated and retained. These guidelines enable senior executives to be offered a competitive total remuneration. For further information about the company's business strategy, see the company's website www.msab.com.
Call option programs can be established in the company. These are decided by the Annual General Meeting and are therefore not covered by these guidelines.
The forms of compensation, etc.
The remuneration shall consist of a fixed salary, variable cash remuneration, pension benefits and other remuneration. In addition - and independently of these guidelines - the Annual General Meeting may decide on, for example, share and share price-related remuneration. The total compensation shall be market-based and support the shareholders' interest by enabling the company to attract and retain senior executives.
Variable cash compensation
The variable salary is based on the outcome in relation to set financial and possibly non-financial targets. Fulfilment of criteria for payment of variable cash compensation must be measurable over a period of one year. The CEO receives a maximum amount corresponding to 60% of an annual salary and other senior executives receive a maximum amount corresponding to 50% of an annual salary, with the exception of two individuals who have a maximum bonus level of 100%. The variable cash benefit shall not be pensionable. The variable cash compensation shall be based on predetermined, well-defined and measurable financial and non-financial targets for the Group and at group and individual level, such as e.g. sales growth, profit growth and working capital development and, with regard to the non-financial targets, are linked to clear functional targets and / or sustainability targets. Weighting is done relatively between the goals based on what focus you want to give the management; with the highest weighting on profit growth. The non-financial targets may apply to a maximum of 10 percent of the total variable cash compensation. The goals must be designed so that they promote MSAB's business strategy and long-term interests, including its sustainability, by, for example, having a connection to the business strategy or promoting the senior executive's long-term development within MSAB.
Additional variable cash compensation may be paid in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and are only made at the individual level either for the purpose of recruiting or retaining senior executives, or as compensation for extraordinary work in addition to senior executives' ordinary duties. Such compensation may not exceed an amount corresponding to 50% of the fixed annual cash salary and must not be paid more than once a year and per individual. Decisions on such remuneration for the CEO and for other senior executives shall be made by the Board.
Senior executives' pension benefits, including health insurance benefits, must be defined-contribution. An amount corresponding to a maximum of 30% of the fixed annual salary is allocated to the CEO and to other senior executives an amount corresponding to a maximum of 25% of the fixed annual salary is allocated.
Other benefits may include e.g. health insurance and car benefit. Such benefits may amount to a maximum of 10% of the fixed annual salary.
Additional cash compensation can be paid as a one-off arrangement in exceptional circumstances for the purpose of recruiting or retaining executives. Such compensation may not exceed an amount corresponding to one year's fixed salary. Decisions on such remuneration shall be made by the Board.
Foreign employment conditions
For senior executives outside Sweden, whose employment conditions are subject to rules other than Swedish, other conditions may apply as a result of legislation or market practice and adjustment may thus take place. In such cases, the overall purpose of these guidelines shall be met as far as possible.
Determination of outcome for variable cash compensation, etc.
The company's remuneration committee or the board, if no remuneration committee has been established, shall prepare, monitor and evaluate issues concerning variable cash remuneration. When the measurement period for meeting the targets for payment of variable cash compensation has ended, it must be determined to what extent these have been met. Assessments of whether financial targets have been met shall be based on established financial basis for the current period.
Variable cash compensation shall be paid after the end of the measurement period and after the annual report has been approved at the Annual General Meeting. The Board shall be able to, in accordance with law or agreement, fully or partially recover variable remuneration paid on incorrect grounds.
Period of employment and termination of employment
Senior executives must be employed until further notice. The CEO and the company have a mutual notice period of three months. From the time of termination, fixed salary is paid for 12 months, including social security contributions and pension premiums. For other senior executives, a fixed salary is paid for a maximum of 6 months, including social security contributions and pension premiums.
Senior executives can resign with a notice period of 6 months. Own dismissal on the part of the executive does not trigger severance pay.
In addition, compensation may be paid for any commitment to restrict competition. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the previous executive is not entitled to severance pay for the corresponding period of time. The compensation may be paid for the duration of the anti-competitive undertaking, but for a maximum period of twenty-four months after the termination of the employment.
Salary and terms of employment for employees
In preparing the Board's proposal for these remuneration guidelines, salary and terms of employment for the company's employees have been taken into account in that information on employees' total remuneration, remuneration components and the increase and rate of remuneration over time have formed part of the Board's decision-making basis in the evaluation of the reasonableness of the guidelines and the restrictions that follow from them.
The decision-making process for establishing, reviewing and implementing the guidelines
A remuneration committee can be established within the board. If this does not happen, the board constitutes the remuneration committee. The Remuneration Committee prepares issues about remuneration and other terms of employment for the company management. The Remuneration Committee shall also monitor and evaluate the application of the guidelines for senior executives' remuneration as well as current remuneration structures and remuneration levels in the company. Remuneration to the CEO and other senior executives is decided by the Board, or after delegation, by the Remuneration Committee. The CEO or other persons in the company management are not present at the Board's or Remuneration Committee's consideration of and decisions in remuneration-related matters, insofar as they are affected by the issues. The Board shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until the new guidelines have been adopted by the AGM. Until a remuneration committee has been established, the board constitutes the remuneration committee.
Deviation from the guidelines
The Board of Directors may decide to temporarily deviate from these guidelines in whole or in part, if in an individual case there are special reasons for this and a deviation is necessary to satisfy the company's long-term interests, including its sustainability, or to ensure the company's financial viability.
Item 17: Principles for the appointment of the Nomination committee and instructions to the Nomination committee
The Nomination committee for the 2022 Annual General Meeting consists of Chairman Erik Ivarsson (appointed by AB Grenspecialisten) David Zaudy (appointed by Cervantes Capital) and Christian Hellman (appointed by Edastra AB).
The Nomination committee proposes that the Annual General Meeting resolves to adopt the following instructions for the Nomination committee
The Chairman of the Board shall contact the three largest shareholders in terms of votes based on Euroclear Sweden AB's list of registered shareholders at the end of the third quarter of the year before the Annual General Meeting is held. The three largest shareholders shall be offered the opportunity to, within a reasonable time, each appoint a member to constitute the Nomination committee for the period until a new Nomination committee is appointed. If any of them does not exercise the right to appoint a member, the right to appoint such a member passes to the next largest shareholder, who does not already have the right to appoint a member of the Nomination committee. Furthermore, if necessary, the Chairman of the Board shall be co-opted at the Nomination committee's meetings.
The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, a board member shall not be the chairman of the nomination committee.
The majority of the members of the Nomination committee shall be independent in relation to the company and the company management. The CEO or another person from the company management shall not be a member of the Nomination committee. Board members shall not constitute a majority of the members of the Nomination committee.
Fees shall not be paid to the members of the Nomination committee. If necessary, the company shall be responsible for reasonable costs for external consultants that the Nomination committee deems necessary for the Nomination committee to be able to fulfil its assignment.
The composition of the Nomination committee shall be announced as soon as the Nomination committee has been appointed and no later than six months before the Annual General Meeting. The information must be found on the company's website, where it must also be stated how shareholders can submit proposals to the Nomination committee.
A member of the Nomination committee shall make his place available if the shareholder who has appointed this member is no longer one of the three largest shareholders, after which a new shareholder in order of magnitude shall be offered the opportunity to appoint a member. Unless there are special reasons, however, no changes shall be made in the composition of the Nomination committee if only minor changes in the number of votes have taken place or if the change occurs later than two months before the Annual General Meeting. If a member of the Nomination committee voluntarily resigns from the assignment or if he is prevented from completing his assignment before its work is completed, the shareholder who appointed the resigning member shall appoint a successor, provided that the shareholder is still one of the three strongest shareholders represented in the Nomination committee.
In connection with its assignment, the Nomination committee shall fulfil the tasks that according to the Swedish Code of Corporate Governance obliges the Nomination committee and prepare and submit proposals to the Annual General Meeting regarding: (a) Chairman at the Annual General Meeting, (b) number of Board members, (c) Board members, (d) auditors, (e) the chairman of the board, (f) board fees with a division between the chairman and other members as well as fees for committee work, (g) fees to the auditor and (h) proposals for changes, if any, in the Nomination committee's instructions prior to the forthcoming Annual General Meeting.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board considers that this can be done without significant damage to the company, provide information on conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the company or subsidiary's financial situation or the company's relationship with another group company.
Accounting documents and auditors' report for the company and the group, as well as other documents that according to the Swedish Companies Act must be available at the Annual General Meeting as well as proxy forms and the Board's complete proposals for resolutions and the Board's opinions according to Chapter 18, Section 4 of the Swedish Companies Act, will be available at the company and at the company’s website www.msab.com, no later than three weeks before the Annual General Meeting and will be sent free of charge to those shareholders who request it and state their postal address.
Stockholm in April 2022
Micro Systemation AB (publ)
The Board of Directors
For more information please contact: firstname.lastname@example.org