Morphic’s Nominating Committee proposes to the shareholders at the Annual General Meeting on May 27, 10:30 am, Karlskoga, that Anette Myrheim and Peter Ekenger be re-elected to the Board and that Staffan Ahlberg (Chairman), Jan Rynning, Bo Hedenström, Jan Alvén and Henrik Bonde be appointed as new Directors. Kjell Östergren has declined re-appointment.
Previously, the following individuals have been appointed to form the Nominating Committee: Kåre Gilstring (chairman), representing Mariegården Investment AB, Kurt Dahlberg, for own account, Thomas Ehlin, representing Nordea Fonder, Peter Enå, for own account, and Peter Ekenger (Chairman of Morphic). The Committee’s work has been conducted in compliance with the provisions of the Swedish Corporate Governance Code. On May 10, 2009 Peter Enå and Kurt Dahlberg left their seats on the Nominating Committee and stated that they do not support the Committee’s proposal. Peter Enå and Kurt Dahlberg participated in all activities of the Nominating Committee until their departure.
Changes to the proposal contained in the notice of AGM on principles governing the appointment of the Nominating Committee for the 2010 AGM
In a departure from what was stated in the notice of AGM, the Nominating Committee proposes that the shareholders resolve to appoint a Nominating Committee for the 2010 AGM based on the following principles:
A Nominating Committee shall be appointed, consisting of repre¬sentatives of the five shareholders holding the largest number of votes in the company as well as the Chairman of the Board, who shall act as convener. The names of members of the Nominating Committee must be published within six months of the 2010 Annual General Meeting. If the circumstances of ownership change significantly before the Nominating Committee’s duties have been completed, changes should be made to the composition of the Committee. The Nominating Committee’s mandate shall last until a new Nominating Committee has been appointed. The Committee shall prepare proposals for the following resolutions: (i) a proposal for election of a chairman for the meeting, (ii) a pro¬posal for election of Directors, (iii) a proposal for election of the Chairman of the Board of Directors, (iv) a proposal for Di¬rectors’ fees, (v) a proposal for remuneration of the Company’s auditors, and (vi) a proposal for principles governing the appointment of the Nominating Committee.
The reason for the above change is to ensure that the Nominating Committee represents a larger share of the ownership of the company.
Information about the proposed Directors
Election of Staffan Ahlberg (born 1944) as a new Director. Staffan Ahlberg, who holds an M.Sc. in Engineering from the Royal Institute of Technology in Stockholm and M.Sc. in Economics and Business from the Stockholm School of Economics, began his career as a management consultant at PA International in 1968, where he was soon assigned responsibility for the company’s activities in computer systems. In 1984 the business was spun off and subsequently listed on the Stockholm Stock Exchange under the name IBS AB. Under Ahlberg’s leadership the company established itself as one of the leading players in ERP (enterprise resource planning) systems. After leaving his operational role as CEO in 2002, Staffan Ahlberg has served as Director on several corporate boards, including ENEA AB, ProAct IT Group AB, Catella AB and Glocalnet AB. Today he is a Director of Sagentia plc, listed on the London Stock Exchange, and of several other privately owned companies. Staffan Ahlberg is independent in relation to the company, management and major shareholders of the company.
Re-election of Anette Myrheim (born 1963), Director since 2001. Anette Myrheim currently works mainly in marketing at Stark Reklambyrå, an advertising agency. She has previously been Head of Marketing Communications at Volvo Truck Corporation International Division and Product Group Manager at Luxo Industri AB with responsibility for product development and new product launches. Anette Myrheim is independent in relation to the company, management and major shareholders of the company.
Re-election of Peter Ekenger (born 1945), a Board Director since 2008 and Chairman since April 2008. Peter Ekenger holds an M.Sc. in Economics and Business from the School of Business, Economics and Law at the University of Gothenburg and a management degree from Harvard Business School. He began his career with a series of executive positions at Volvo in Gothenburg and Latin America and has long experience of working as an international business consultant, both independently and in various international organizations, focusing on the transport and automotive industries. He has also been Secretary-General of the European Round Table of Industrialists and Director of the Swedish Chamber of Commerce in Brazil. In 2007-2008 he was involved in building an organizational structure in Latin America and Europe for the Clinton Climate Initiative (CCI), an organization that works with 40 of the world’s largest cities to initiate projects that help to reduce emissions of greenhouse gases. Peter Ekenger is also currently involved in the work of Power Circle, the trade association for the Swedish electrical power industry, which is administratively a part of IVA. Peter Ekenger is independent in relation to the company, management and major shareholders of the company.
Election of Jan Rynning (born 1951) as a new Director. Jan Rynning works as an attorney specializing on directorships and restructuring. He is today Director of BioPhausia since 2003 and currently Chairman. He is also a Director of Teligent Mobile Office AB, Östberg Group AB, GER Pharma AB and Ticket Travel Group AB (publ), Deputy Director of Cross Pharma AB and BMM Pharma AB, and has previously been a Director and Chairman of Mandator AB, Malå GeoScience Förvaltnings AB and Teligent AB (where he was previously CEO) and a Director of Enea AB, Remium AB, Technology Nexus AB, SMI Media Invest AB, SMI Network AB, Ahlford Advokatbyrå AB, Innoventus AB, Innoventus Project AB and Remium Holding AB. Jan Rynning is independent in relation to the company, management and major shareholders of the company.
Election of Bo Hedenström (born 1953) as a new Director. Bo Hedenström holds an M.Sc. in Economics and Business from Uppsala University and has also completed several leadership programs, including the ASEA Management Training Program, MRP Executive Class, ABB International Management Seminar and INSEAD Executive Program. He has over 25 years’ experience of leadership and entrepreneurship from three continents: Europe, the United States and Asia. His first appointment was as a trainee at ABB. For several years he then held a series of senior positions in companies in the ABB group. In 1999 Bo Hedenström co-founded Freesourcing AB, an IT company specialized on providing IT solutions for the manufacturing industry. He was the company’s Executive Chairman until 2001, Non-Executive Chairman until 2006 and is still active as a member of the Board. He is currently Chairman of the listed company Novacast AB and a Director of two other companies, Elmo Leater Sweden AB and Bruks Holding AB. In all companies he also has an advisory role and contributes actively to the company’s operational activities. Bo Hedenström is independent in relation to the company, management and major shareholders of the company.
Election of Jan Alvén (born 1942) as a new Director. Jan Alvén is an engineer with 40 years’ experience from senior corporate positions, as founder of several companies, including Hydraulik Leverantören AB, and from directorships in a number of mainly entrepreneur-driven businesses. He was a member of Morphic’s Board of Directors from 2000-2008, and has worked as Director of Technology of Dacke PMC (Hexagon Automation AB) and Dacke PMC Qingdao in China, PMC Technology AS in Denmark. He is currently a Director of C2SAT and of a number of small companies, and Chairman of Industrihydraulik AB and MINDCAM Ltd. Jan Alvén is independent in relation to the company and management and dependent in relation to major shareholders of the company.
Election of Henrik Bonde (born 1972) as a new Director. Henrik Bonde holds an M.Sc. in Economics and Business from Stockholm University and has extensive experience of financial issues, investment management and boardroom work. Since 2009 he has been Director of Investment at the Foundation for Baltic and East European Studies (Östersjöstiftelsen). He is also Director of the listed companies Diamyd Medical AB and SpectraCure AB and a member of Östersjöstiftelsen’s Investment Delegation and the Finance Committee of the Gålöstiftelsen foundation. He has previously been CEO of Iris Förvaltning AB and CFO of Iris Holding AB, a company that sets up, acquires and runs companies providing services and products for the visually impaired. Henrik Bonde is independent in relation to the company and management and dependent in relation to major shareholders of the company.
A complete version of proposals, including the full version of the Nominating Committee’s proposals, will be available at the office of Morphic Technologies AB (Gammelbackavägen 6, 691 51 Karlskoga, Sweden) and on the company’s website, www.morphic.com, from May 13, 2009.
For further information, please contact:
Johannes Falk, 0706 76 73 93