Annual General Meeting in Munters AB (publ).STOCKHOLM, Sweden -- Board of Directors The Annual General Meeting held in Munters AB today re-elected the Board members Berthold Lindqvist, Anders Ilstam, Bengt Kjell, Soren Mellstig, Sven Ohlsson, Eva-Lotta Kraft and Jan Svensson and elected the Managing Director of the company, Lars Engstrom, as new Board member. Berthold Lindqvist was appointed Chairman of the Board. At the subsequent statutory meeting of the Board of Directors, Bengt Kjell was appointed deputy Chairman of the Board. Dividend The Annual General Meeting determined a dividend of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 6.75 per share, in accordance with the proposal of the Board of Directors. Friday 27 April 2007 was determined as record day for the dividend, which is expected to be distributed by the Swedish Central Securities Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. ("VPC (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. AB") on 3 May 2007. Guidelines for remuneration to senior executives The Meeting resolved to establish guidelines for remuneration to senior executives in accordance with the proposal of the Board of Directors, principally entailing that the remuneration shall be in accordance with market conditions and have a pre-determined cap. Redemption program In accordance with the proposal of the Board of Directors, the Munters Annual General Meeting resolved on a share split 4:1 in combination with an automatic redemption of shares, according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. which the shareholders will receive three new shares and one redemption share. The redemption share will be redeemed at SEK 20. The resolution entails that approximately MSEK MSEK Meyer, Suozzi, English & Klein (New York law firm) MSEK Million Swedish Kroner 492 will be distributed to the shareholders, in addition to the ordinary cash dividend of SEK 6.75 per share, i.e. a total amount of SEK 26.75 per original share. In brief, the redemption procedure implies that * The company will perform a share split 4:1. * Every fourth share, the redemption share, will be automatically redeemed at SEK 20. * Record day for the share split will be 18 May 2007. * Shareholders who wish to sell their redemption shares before the redemption, will be able to do so during the period 21 May - 7 June 2007, when the redemption shares will be traded on the OMX OMX Office Max (stock symbol) Stockholm Stock Exchange The Stockholm Stock Exchange (Swedish: Stockholmsbörsen) is a stock exchange located in Stockholm, Sweden. Founded in 1863 [1] it is the primary securities exchange of the Nordic Countries. . * Payment of the redemption proceeds is expected to take place on 15 June 2007. The redemption procedure entailed resolutions on the following principal issues. *Amendment of the Articles of Association so that that the limits of the share capital are lowered from not less than SEK 125,000,000 and not more than SEK 500,000,000 to not less than SEK 90,000,000 and not more than SEK 360,000,000. *A share split, by which every existing share is split into four shares, of which one will be a redemption share. *Reduction of the share capital for the purpose of repayment to the shareholders by the reduction of 25,000,000 redemption shares. *Increase of the share capital by SEK 37,500,000 by way of a bonus issue, for which the company's non-restricted equity will be used. Employee incentive program The resolution of the Annual General Meeting principally implies that the company will issue a maximum of 172,000 employee options for repurchased shares, of which each option will entitle the holder to acquire one share in the company. A share will be transferred at a price equivalent to 120 per cent of the average volume weighed purchase price of the share in the company during a period of ten banking days from 7 - 21 May 2007. The employee options may be exercised as from 1 June 2010 up to and including 31 May 2011. The employee options are free of charge and shall be allotted al·lot tr.v. al·lot·ted, al·lot·ting, al·lots 1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame. 2. to the Managing Director, group executives and division executives. Approximately 30 persons are comprised by the program. The allotment is subject to an improvement of the profit per share during 2007 in relation to the preceding year. There will be no allotment if the improvement is less than 5 %. Maximal allotment is obtained at an improvement of more than 10 %. At an improvement between 5-10 %, the allotment shall be granted pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. . The Managing Director, who will receive the largest allotment, may be allotted a maximum of 15,000 employee options. Other members of the group management may be allotted a maximum of 10,000 employee options per person. Members of division management may be allotted a maximum of 5,000 employee options per person. Full exercise of the employee options presupposes continuous employment up to and including December 2009. The employee options shall however have a cap, implying that the profit can be equivalent to a maximum of 100 % of the redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. . This means that, if the market value of the shares at exercise should exceed 200 % of the redemption price as mentioned above, the redemption price which the holder is obliged o·blige v. o·bliged, o·blig·ing, o·blig·es v.tr. 1. To constrain by physical, legal, social, or moral means. 2. to pay shall be correspondingly adjusted upwards. Election Committee The Annual General Meeting resolved to amend the instruction regarding the nomination process of the Election Committee, entailing inter alia [Latin, Among other things.] A phrase used in Pleading to designate that a particular statute set out therein is only a part of the statute that is relevant to the facts of the lawsuit and not the entire statute. that the establishment of the four largest shareholders, based on votes, shall be based upon the shareholding information in the VPC AB register as per the last banking day of August every year, and that the Election Committee shall have mandate to alter the composition of the Committee, in the manner that the Committee finds appropriate, should the shareholdings in the company change before the Election Committee has completed its work. Report of the President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. President and CEO Lars Engstrom summarized fiscal year 2006: * Strong development - Favourable growth in all divisions - Improved Gross Margin - Very favourable development of the operating margin Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: in Dehumidification and HumiCool - Strong operating cash-flow * Resumed acquisition driven growth strategy - one acquisition * Munters has benefited from a number of global trends, and is striving towards a further strengthening of position within these areas - Increased environmental awareness and needs of more efficient use of energy - Increasing demands of indoor climate - Stricter regulations within food handling - Consolidation of the insurance industry and long-term forms of co-operation (frame agreements) - The economic expansion in Asia Further the CEO continued with a short presentation of the result from the first quarter 2007, published earlier during the day: * The order intake increased by 5 percent adjusted to 1 527 MSEK (1 515). - Mild winter affected MCS negatively compared to 2006 - Continued strong growth in Dehumidification and HumiCool * Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight increased by 5 percent adjusted to 1 404 MSEK (1 386). Excluding sales in MCS related to hurricanes during the first quarter 2006 (75 MSEK), the Net sales increased by 11 percent adjusted. * Operating margin increased 0,5 percentage points to 9,0% * Net earnings amounted to 78 MSEK (71). * Acquisition of Des Champs Technologies, active in energy-efficient systems for climate control in commercial premises. Munters is the world leader in humidity control Humidity control Regulation of the degree of saturation (relative humidity) or quantity (absolute humidity) of water vapor in a mixture of air and water vapor. Humidity is commonly mistaken as a quality of air. with services and products for water and fire damage restoration, dehumidification, humidification Humidification The process of increasing the water-vapor content (humidity) of a gas. This process and its reverse operation, dehumidification, are important steps in air conditioning for human comfort and in many industrial operations. and air cooling a. 1. In devices generating heat, such as gasoline-engine motor vehicles, the cooling of the device by increasing its radiating surface by means of ribs or radiators, and placing it so that it is exposed to a current of air. Cf. Water cooling. . Customers are served in a wide range of segments, the most important being insurance-, utilities-, food-, pharma- and electronics-industries. Manufacturing and sales are carried out via the Group's own companies in 30 countries. The Group has around 3,600 employees and net sales of SEK 5,712 million. Munters is listed on OMX Nordic Exchange. For more information see www.munters.com This information was brought to you by Cision http://newsroom.cision.com |
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