Arcam press release below translated from Swedish (only came in Swedish as occasionally they do).
Can people who understand all the lingo better than I make sense of this for me? Does the stuff below = additional dilution as it seems? Is that why the stock dipped more today?
NOTICE OF ANNUAL GENERAL MEETING OF ARCAM AB
Shareholders of Arcam AB (publ), reg. No. 556539-5356, are hereby invited to the Annual General Meeting on Thursday, March 27, 2014 at. 17.00 at the company's premises Krokslätts Factories 27A, Mölndal.
Registration will take place between the hours. 16:00 to 16:45.
Shareholders wishing to participate in the Meeting;
- Be registered in their own name (not nominee-registered) in the Euroclear Sweden AB share register no later than 21 March 2014,
- Notify the company not later than March 24, 2014
pm. 12:00, at the address Arcam AB, Krokslätts Factories 27A, 431 37 Mölndal, or by fax 031-710 32 01, or via e-mail carolina@arcam.com .
The number of attending assistants (maximum two) must be notified at the same time.
In the notification, the shareholder shall enter personal identification number or organization, address and telephone number. Shareholders represented by proxy shall produce a written and dated power of attorney on the day of the AGM can not be older than five years. Representatives and representatives of legal entities shall submit authorization documents before the meeting (signed and dated power of attorney and / or current registration).
Shareholders with nominee-registered shares must temporarily re-register their shares in their own name to be entitled to attend the meeting. Such registration must be completed at Euroclear Sweden AB by 21 March 2014 and the broker should therefore be notified in advance of this date.
Draft Agenda
At the AGM, the following matters:
1. Opening of the meeting
2nd Election of Chairman of the Meeting
3rd Preparation and approval of voting list
4th Selection of at least one minutes
5th Ask whether the Meeting has been duly convened
6. Adoption of the agenda
7. Presentation of the annual accounts and the auditors' report and consolidated financial statements and the audit report. In connection therewith, the President's address
8. Decisions on
a) adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet
b) appropriation of the profit according to the adopted balance sheet
c) discharge the Board and Chief Executive Officer
9. The number of directors to be elected at the AGM
10th Determination of remuneration to directors and auditors
11. Election of Directors
12. Draft instructions to the Nomination Committee
13. Resolution on guidelines for remuneration to senior executives
14. Decision to issue warrants with the right to subscribe for shares
15. Decision to authorize the Board to issue new shares, issue of convertible debentures or debentures with warrants.
16. Closing of the meeting
Motions
Resolution on the appropriation of profits (item 8 b)
The Board of Directors proposes that no dividend be paid.
The number of directors to be elected at the Meeting (item 9)
The Nomination Committee has decided to announce draft decision by 15 March 2014.
Determination of remuneration to directors and auditors (item 10)
The Nomination Committee has decided to announce draft decision by 15 March 2014.
Election of Directors (Item 11)
The Nomination Committee has decided to announce draft decision by 15 March 2014. The Nominating Committee, appointed in accordance with instructions adopted at the 2013 AGM has consisted of Åsa Knutsson, Henrik Hedlund and Jan Barchan.
Draft instructions for the Nomination Committee (item 12)
The Nomination Committee has decided to announce draft decision by 15 March 2014.
Decision on proposed guidelines for remuneration to senior executives (item 13)
The Board has decided to publish the draft decision by 15 March 2014.
Resolution on private placement of warrants with the right to subscribe for shares (item 14)
The Board proposes that the Meeting resolves to a private placement of a maximum of 200,000 warrants, each entitling to subscribe for one share at a par value of SEK 1 and that the shareholders approve the transfer of these to the conditions described below.
Right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, the Company's wholly owned subsidiary, Arcam Research and Development Inc., org.nr 556605-8052 (the "Subsidiary"). Subscription shall take place during the period 28 April 2014 to 30 April 2014. The warrants were issued without consideration. Subsidiary shall transfer the warrants in accordance with what is stated below. The reason for the deviation from the shareholders' preferential rights is to ensure the possibility to transfer the options to executive officers, key employees, and strategic partners in Arcam group in order to create a commitment of said persons, as well as easier to recruit and retain skilled employees.
Each warrant entitles the holder to subscribe for one new share in the company. Subscription of shares must occur between 1 June 2017 to 30 June 2017. The board may extend the subscription period. The subscription price for the shares shall correspond to 150 percent of the Company's share average price during the 10 trading days after the date of the 2014 AGM (27 March 2014). Dilution upon exercise of the warrants, including the previous schemes, corresponding to 3.17%. Upon full exercise of the warrants, the Company's share capital will increase by not more than SEK 200 000.
Shares issued following exercise prior to the Annual General Meeting held particular fiscal year are entitled to dividends for the previous financial year. Shares issued following exercise after the AGM held particular fiscal year are entitled to dividends in respect of the financial year.
Subsidiary shall transfer the warrants to senior executives, key employees, and strategic partners of Arcam AB to the extent the Board determines. The offer to acquire warrants shall be on market terms.
The decision falls under the Companies Act, Chapter 16, and requires approval of shareholders representing at least nine tenths of both the votes cast at the Meeting represented shares.
The Board proposes that the Meeting authorize the Board or appointed by the Board, to make minor changes in the decision as may prove necessary for registration with the Companies Registration Office.
Decision to authorize the Board to issue new shares, issue of convertible debentures or debentures with warrants (paragraph 15).
The Board proposes that the Meeting authorize the Board, until the next Annual General Meeting, on one or more occasions, to issue new shares, issue of convertible bonds or warrants. Issue shall be transacted with or without deviation from the shareholders' preferential rights and with or without non-cash, set-off or otherwise with conditions. The overall increase of the share capital pursuant to the authorization shall not exceed 1,800,000. The shares will be issued at the current market price.
This authorization is to give the Board flexibility in efforts to finance and facilitate accelerated expansion and development of the Company, its market and products.
Other Information
Resolution to adopt the point of 15 valid only if approved by shareholders representing at least two thirds of the votes cast at the meeting at which the shares represented.
Resolution to adopt the item 14 is valid only if approved by shareholders representing at least nine tenths of both the votes cast at the meeting at which the shares represented.
Total number of shares and votes in the Company is 18,341,632 at the time of issuing this notice. All shares are of the same kind.
The financial statements, audit report, the auditor's opinion on the application of guidelines for remuneration to senior executives and the complete proposal as set out above will, from March 3, 2014 be available at the company address: Arcam AB, Krokslätts Factories 27A, 431 37 Mölndal, Sweden , and on the Company's website, www.arcam.com . Copies of the documents sent free of charge to shareholders who so request and state their address and will also be available at the AGM. The documents will be tabled at the AGM.
Shareholders have under Chapter 7, § 32 of the Companies Act (2005:551) right at the General Meeting to request information from the Board and CEO of circumstances that may affect items on the agenda and circumstances which may affect the company's financial situation.
Shareholders prior to the meeting wishing to visit the company for showing the business is welcome to Krokslätts Factories 27A at. 16:00.
Mölndal in February 2014
Arcam AB (publ)
Board of Directors
