Notice of the Annual General Meeting of SinterCast Aktiebolag
The shareholders of SinterCast Aktiebolag, reg. no. 556233-6494 (“SinterCast”) are hereby invited to participate in the Annual General Meeting to be held on Tuesday 17 May 2022, 15:00 hours, at the premises of the Royal Swedish Academy of Engineering Sciences (IVA), Grev Turegatan 16, Stockholm, Sweden.
Right to Participate and to Vote
Shareholders who wish to participate in the Annual General Meeting
- must be recorded in the share register maintained by Euroclear Sweden AB on Monday 9 May 2022, and
- must notify SinterCast of their attendance no later than Wednesday 11 May 2022.
In addition, any shareholders whose shares are registered in the name of a custodian must temporarily have the shares re-registered in their own names in order to be entitled to participate in the Annual General Meeting. Shareholders must therefore, well in advance, contact the custodian in accordance with the custodian’s routines and request such re-registration. A re-registration of shares made by the custodian no later than Wednesday 11 May 2022 will be taken into account when procuring the share register.
Notice of Participation
Notification can be made by post to SinterCast Aktiebolag, Kungsgatan 2, SE-641 30 Katrineholm, Sweden, via telephone +46 (0)150 794 40 or e-mail: agm.registration@sintercast.com.
In the notification, the shareholder’s name, personal identity number (Swedish citizens only) or corporate identity number, address, telephone number, number of shares and the number of advisors, if any, should be stated (a shareholder, or its proxy, may bring up to two advisors provided that the number of advisors is notified in the same way as stated above).
Representatives
Shareholders represented by proxy are requested to submit a written and dated power of attorney to SinterCast before Wednesday 11 May 2022. A power of attorney form is available at www.sintercast.com and can also be provided, upon request, by mail to shareholders who provide their postal address. Anyone representing a corporate entity must provide a copy of the registration certificate or equivalent documentation of authority.
Proposed Agenda for the Meeting
1 Opening of the Annual General Meeting
2 Election of the Chairman of the Annual General Meeting
3 Preparation and approval of the list of shareholders entitled to vote at the meeting
4 Approval of the Agenda
5 Election of one or two attendees to verify the minutes together with the Chairman
6 Determination of whether the meeting has been duly convened
7 The Managing Director’s Report
8 Presentation of the Annual Report, the Auditor’s Report, the Consolidated Annual Report and the Auditor’s Report for the Group
9 Decisions regarding:
a) Adoption of the Profit and Loss Statement and the Balance Sheet, and the Consolidated Profit and Loss
Statement and the Consolidated Balance Sheet
b) Allocation of the Result in accordance with the adopted Balance Sheet
c) Discharge from liability of the Board Members and the Managing Director
10 Decision regarding the number of Board Members, alternate Board Members (if any), auditors and alternate auditors (if any)
11 Decision regarding the remuneration of the Board Members and the Auditor
12 Election of Board Members, alternate Board Members (if any), Chairman, auditors and alternate auditors (if any)
13 Decision on the Nomination Committee
14 Decision on approval of the Board of Director’s remuneration report 2021
15 Decision on authorisation of the Board of Directors to decide upon acquisition and disposal of SinterCast shares
16 Closing of the Annual General Meeting
Proposals
Election of the Chairman of the Annual General Meeting (item 2)
The Nomination Committee proposes that Jan Åke Jonsson is elected as Chairman of the Annual General Meeting, or in the event of his absence, the person appointed by a representative of the Nomination Committee.
Decision regarding Allocation of the Result in accordance with the adopted Balance Sheet (item 9 b)
SEK 81,256,027 are at the disposal of the Annual General Meeting and the Board of Directors proposes a dividend of SEK 5.00 per share (totally SEK 35,450,665) for the financial year 2021, of which SEK 4.50 per share is ordinary dividend and SEK 0.50 per share is extraordinary dividend. The dividend shall be divided into two equal payments of SEK 2.50 per share. The Board of Directors proposes 19 May 2022 as the record date for the first payment and 7 November 2022 as the record date for the second payment.
Decision regarding the number of Board Members, alternate Board Members (if any), auditors and alternate auditors (if any) (item 10)
The Nomination Committee proposes six ordinary Board Members, including the Chairman, and no alternate Board Members.
The Nomination Committee further proposes that the company shall have an auditor in the form of a registered auditing company, and no alternate auditors.
Decision regarding the Remuneration of the Board Members and the Auditor (item 11)
The Nomination Committee proposes that remuneration of the Board Members, for the period until the end of the next Annual General Meeting, shall be SEK 430,000 for the Chairman and SEK 200,000 to each of the other Board Members elected by the General Meeting. However, no remuneration shall be paid to a Board Member employed by the company.
In addition, the Nomination Committee proposes the introduction of remuneration for committee work that, for the period until the end of the next Annual General Meeting, shall be SEK 35,000 to the Chairman of the Remuneration Committee and SEK 20,000 to other members of the Remuneration Committee and SEK 50,000 to the Chairman of the Audit Committee and SEK 25,000 to other members in the Audit Committee. However, no remuneration for committee work shall be paid to a Board Member who is employed by the company.
The Nomination Committee proposes that the Auditor shall be paid against approved invoice.
Election of Board Members, alternate Board Members (if any), Chairman, auditors and alternate auditors (if any) (item 12)
The Nomination Committee proposes re-election of the present Board Members Jan Åke Jonsson, Robert Dover, Jun Arimoto, Steve Gill, Åsa Källenius and Steve Dawson as ordinary Board Members for the period until the end of the next Annual General Meeting. Jan Åke Jonsson is proposed to remain as Chairman of the Board.
Information about the proposed Board Members is available on the SinterCast website www.sintercast.com.
The Nomination Committee proposes re-election of the registered auditing company KPMG AB as auditor for the period until the end of the next Annual General Meeting. KPMG AB has announced that in the event that KPMG AB is elected, the authorised public accountant Jonas Eriksson will be the principal auditor.
Decision on the Nomination Committee (item 13)
The Nomination Committee proposes the Nomination Committee to consist of five Members and proposes re-election of Jan Åke Jonsson, Andrea Fessler, Aage Figenschou, Carina Andersson and Victoria Skoglund as Members for the period until the end of the next Annual General Meeting. Victoria Skoglund is proposed as Chairman of the Nomination Committee.
The Nomination Committee does not propose any adjustments to the instructions for the Nomination Committee that were adopted at the 2021 Annual General Meeting.
Decision on approval of the Board of Director’s remuneration report 2021 (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board’s report on remuneration to senior executives prepared in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. The report is available at SinterCast and on the SinterCast website www.sintercast.com and can be sent by post, upon request, to shareholders who provide their postal address.
Decision on authorisation of the Board of Directors to decide upon acquisition and disposal of SinterCast shares (item 15)
The Board of Directors proposes that the Annual General Meeting authorises the Board to, on one or more occasions prior to the next Annual General Meeting,
- decide upon the acquisition of SinterCast shares. SinterCast may only acquire such number of shares so that the company’s shareholding at any given time does not exceed 10 percent of the total shares in the company. Acquisition of shares may be made on Nasdaq Stockholm at a price within the registered price interval on each occasion,
- decide upon disposal of a maximum of all SinterCast shares held by the company at any given time, on Nasdaq Stockholm or in other ways, for example in connection with the acquisition of a company or business, with or without a deviation from the shareholders’ preferential rights and with or without payment in kind or payment by set-off. Disposal of shares on Nasdaq Stockholm may only be made at a price within the registered price interval on each occasion. Disposal of shares in other ways may be made at a market price estimated by the Board of Directors.
The purpose of the authorisation is for SinterCast to be able to acquire its own shares at any given time so as to adapt the capital structure of the company and to be able to transfer shares in connection with a potential acquisition of a company or business.
Miscellaneous
Complete decision proposals from the Nomination Committee regarding items 2, 10-13 and complete decision proposals from the Board of Directors regarding items 9 b), 14 and 15 are stated above. The following documents are available at SinterCast and on the SinterCast website www.sintercast.com and can be sent by post, upon request, to shareholders who provide their postal address:
- Annual report (including the Board of Directors’ statement according to Chapter 18, Section 4 of the Swedish Companies Act) and auditor's report,
- The Board’s report on remuneration to senior executives in accordance with Chapter 8, Section 53 a of the Swedish Companies Act,
- Auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act,
- The Board’s statement in accordance with Chapter 19, Section 22 of the Swedish Companies Act, and
- The Nomination Committee’s proposals and reasoned opinion.
On the date of issue of this notice, the total number of shares and votes in SinterCast was 7,090,133.
A valid resolution pursuant to item 15 requires that it is supported by shareholders representing at least two thirds of the votes and shares represented at the Annual General Meeting.
The Board of Directors and the Managing Director shall, if any shareholder so requests and the Board of Directors considers that this may be done without significant damage being incurred by SinterCast, provide information at the Annual General Meeting regarding circumstances that may affect an assessment of an item on the agenda or circumstances that may affect an assessment of the financial situation of SinterCast. This duty of disclosure also applies to the parent company’s relationship to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
SinterCast Aktiebolag, reg. no 556233-6494, with its registered office in Stockholm, Sweden, is the controller for its and its service providers’ processing of personal data in connection with the Annual General Meeting. For information on how personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
April 2022
SinterCast Aktiebolag
The Board of Directors
This is an unofficial translation of the original Swedish notice to the Annual General Meeting. In the event of any discrepancy between the versions, the Swedish version shall prevail.