Notice to attend the Annual General Meeting of AddLife AB (publ)
The shareholders of AddLife AB (publ), reg. no. 556995-8126, are hereby given notice to attend the Annual General Meeting to be held at 4:00 p.m. CET, Thursday, 1 September 2016, at IVA Konferenscenter, Grev Turegatan 16, Stockholm. Registration for the meeting commences at 3:30 p.m. CET.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual General Meeting must:
- be entered in the shareholders’ register kept on behalf of the company by Euroclear Sweden AB, as of Friday,
26 August 2016; and
- notify the Company’s head office at AddLife AB (publ.), Box 3145, SE-103 62 Stockholm, Sweden, or by telephone +46 (0)8 420 038 30 or via the Company’s website, www.add.life/en/investors/corporate-governance/general-meeting/, or by e-mail to firstname.lastname@example.org no later than by 3:00 p.m., Friday, 26 August 2016. Such notice must contain the shareholder’s name, personal registration number (organisation number), address, telephone number and the number of shares represented as well as any attending counsel, maximum two
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
Shareholders whose shares are registered under a trustee must temporarily register their shares in their own name in order to exercise their voting rights at the Annual General Meeting. Such changes in registration must be completed as of Friday, 26 August 2016, in order for due registration to take place.
Where participation will be by proxy, the shareholder shall issue a written power of attorney which shll be dated and signed and attach any documents verifying authority . Proxies for legal entities must also be accompanied by a certificate of incorporation or equivalent document verifying authority. A copy of the power of attorney and any certificate of incorporation should, in advance, before the meeting be sent to the Company at the above address. The original version of the power of attorney shall also be presented at the meeting. The Company provides a proxy form to shareholders, and this form is available at the Company’s head office or on the Company’s website www.add.life/en/investors/corporate-governance/general-meeting/ latest on 11 August 2016.
- Opening of the Meeting.
- Election of Chairman to preside over the Meeting.
- Preparation and approval of Electoral Register.
- Approval of the agenda.
- Election of one or two persons to approve the Minutes.
- Determination of whether the Meeting has been properly convened.
- Presentation of the Annual Accounts and the Audit Report and the Consolidated Financial Statements and the Consolidated Audit Report.
- Address by the President and Chief Executive Officer.
a) regarding adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet,
b) regarding allocation of the Company’s earnings in accordance with the duly adopted Balance Sheet, and
c) regarding discharge from liability for the members of the Board of Directors and the President/CEO.
- Report on the work of the Election Committee.
- Determination of the number of Board members.
- Resolution of fees for the Board of Directors and the Auditor.
- Election of Board members and Chairman of the Board of Directors.
- Election of Auditor.
- Resolution regarding the Election Committee, how members of the Election Committee are to be appointed and the assignment of the Election Committee.
- Resolution regarding guidelines for remuneration of members of senior management.
- Resolution regarding issuing call options to management personnel (the “2014 Share-Related Incentive Scheme”).
- Resolution regarding authorisation for the Board of Directors to decide on the purchase and conveyance of own shares.
- Closing of the Meeting.
PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-15 ON THE AGENDA
It was resolved at the Extraordinary General Meeting on 9 December 2015 to mandate the Chairman of the Board to contact the five largest directly registered shareholders in terms of votes.The Election Committee consists of Anders Börjesson, Håkan Roos, Tom Hedelius, Marianne Nilsson (appointed by Swedbank Robur) and Martin Wallin (appointed by Lannebo Fonder). Anders Börjesson is the Chairman of the Election Committee. The Election Committee, the members of which represent 49.3 percent of the votes in the Company, has entered the following proposals:
2. Election of Chairman to preside over the Meeting
The Chairman of the Board, Johan Sjö, is proposed as Chairman to preside over the Meeting.
11. Determination of the number of Board members
The Election Committee proposes that the Board of Directors shall consist of six Board members.
12. Determination of fees for the Board of Directors and the Auditor
Unchanged fees from last year to each Board member. Fees to be distributed as follows: SEK 450,000 to the Chairman of the Board of Directors and SEK 225,000 to each of the other Board members appointed by the Annual General Meeting. Total fees to the Board of Directors of SEK 1,575,000.
No fees are payable for committee work. Based upon individual agreement with AddLife AB, a Board fee may be invoiced by a company wholly owned by the director. If this is done, the fee shall be increased by an amount corresponding to the social security charges and value-added tax.
Audit fees will be paid according to approved invoice.
13. Election of Board members and Chairman of the Board of Directors
Re-election of the Board members Johan Sjö, Håkan Roos, Stefan Hedelius, Fredrik Börjesson, Birgit Stattin Norinder and Eva Nilsagård.
Johan Sjö is proposed to be re-elected as Chairman of the Board.
Descriptions of the other members of the Board of Directors can be found in the Company’s Annual Report for 2015/2016 and at the Company’s website.
14. Election of Auditor
Proposes election of KPMG AB as Auditor. KPMG AB has notified that the authorised auditor George Pettersson will be appointed as Auditor in charge.
15. Resolution regarding the Election Committee, how members of the Election Committee are to be appointed and the assignment of the Election Committee
The Election Committe proposes that the principles below shall be valid until further notice, which means that the Annual General Meeting will not yearly take a decision whether the principles or the assignment of the Election Committee are to be changed or not.
It is proposed that the Election Committee shall consist of representatives of the five largest known shareholders by vote as of 30 September and the Chairman of the Board of Directors, who is also tasked with convening the first meeting of the Election Committee. The Election Committee will appoint a chairman among its members. The composition of the Election Committee shall be announced no later than six months before the Annual General Meeting.
The mandate period of the Election Committee shall extend until a new election committee has been appointed. The Company shall reimburse costs associated with the performance of the Election Committee’s assignment. The members of the Election Committee shall receive no remuneration from the Company.
The assignment of the Election Committee shall include evaluating the composition and work of the Board of Directors and providing proposals to the Annual General Meeting in respect of:
- Chairman to preside over the Annual General Meeting;
- Directors and Chairman of the Board of Directors;
- Fees to the Board members not employed by the Company;
- Election of a registered audit firm and audit fees; and
- Changed principles for how members of the Election Committee are to be appointed.
In the event that a member of the Election Committee resigns or is prevented from fulfilling the assignment, the remaining members shall, among the shareholders of the Company, be able to appoint a suitable replacement to the Election Committee for the remainder of the mandate period.
PROPOSAL BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b AND 16-18
9b. Resolution with respect to disposition of the Company’s earnings according to the adopted Balance Sheet
The Board of Directors proposes that the funds available for distribution are allocated as follows: 274,1 MSEK (-) to be carried forward.
16. Resolution with respect to guidelines for remuneration to members of senior management
The Board of Directors proposes that the Annual General Meeting passes a resolution on guidelines for remuneration to members of senior management, essentially as follows:
The guidelines shall apply to remuneration to the President/CEO and the other members of AddLife’s Group management (the “Group Management”).
AddLife strives to offer total remuneration which is reasonable and competitive, and which thereby serves to attract and retain qualified associates. The total remuneration, which varies in relation to the individual’s and the Group’s performance, may consist of the components set out below.
A fixed salary shall constitute the basis for the total remuneration. The salary shall be competitive and reflect the responsibility involved in the work. The fixed salary shall be reviewed on an annual basis.
Variable remuneration is primarily based on the Group’s growth in earnings, profitability and cash flow. The annual variable portion may be for a maximum of 40 percent of the fixed salary.
The Board of Directors will evaluate on an annual basis whether or not a long-term incentive scheme shall be proposed to the Annual General Meeting and, if such is the case, whether or not the proposed long-term incentive scheme shall include conveyance of shares in the Company.
Retirement pension, health care benefits and medical benefits shall be designed in such a way as to reflect rules, regulations and established practice on the market. Pension plans shall be defined-contribution pension plans to the greatest extent possible.
Other benefits may be provided to individual members or the entire Group Management and will be designed relative to established practice on the market. These benefits shall not constitute a significant portion of total remuneration.
The Board of Directors shall have the right to deviate from the abovementioned guidelines in individual cases and where special reasons exist. In the event of any such deviation, information about this and the reasons for the deviation shall be reported at the next Annual General Meeting.
Members of Group Management are obliged to observe a 6-month period of notice in the event of termination at the initiative of the employee and shall have a right to a maximum of a 12-month period of notice in the event of termination at the initiative of the Company. In the event of termination at the initiative of the Company, members of the Group Management shall have the right to a severance payment equivalent to a maximum of 12 months’ salary, in addition to salary and other employment benefits during the period of notice. No severance payment shall be payable in the event of termination at the initiative of the employee.
The Remuneration Committee appointed by the Board of Directors prepares and compiles proposals to the Board of Directors for remuneration to the President/CEO. Based on proposals by the President/CEO, the Remuneration Committee makes decisions regarding remuneration to the other members of the Group Management. The Board of Directors is informed of the decisions of the Remuneration Committee.
The above guidelines are a full statement to the proposal for a decision at the Annual General Meeting
17. Resolution regarding issuing call options for repurchased shares and the transfer of repurchased shares to management personnel (the “2016 Share-Related Incentive Scheme”)
The Board of Directors proposes that the Annual General Meeting should pass a resolution to adopt a long-term incentive scheme, the 2016 Share-Related Incentive Scheme (the “Scheme”). The Scheme is proposed to include approximately 25 members of management personnel within the AddLife Group in which the participants are being given the opportunity to acquire, at market price, call options relating to class B shares in AddLife AB (publ) (the “Company”) repurchased by the Company, with the participants receiving a certain subsidy on premiums paid for the options after two years.
The proposal of the Board of Directors also involves the Annual General Meeting approving the Company transferring – with deviation from the shareholders’ preferential rights – up to 230,000 of the Company’s repurchased class B shares to the option holders at the agreed exercise price in connection with any exercise of the call options (subject to any recalculations).
This proposal has been prepared by the Company’s Remuneration Committee in consultation with the Company’s Board of Directors. The decision to propose the Scheme to the Annual General Meeting has been taken by the Board of Directors.
The Scheme involves the following main terms and conditions:
a) The number of call options to be issued shall not exceed 230,000, corresponding to approximately 0.9 percent of the total number of shares and approximately 0.7 percent of the total number of votes in the Company. Each call option entitles the holder to acquire one (1) repurchased class B share in the Company during the period from 17 September 2018 to 28 February 2019. Shares may not, however, be purchased during any such period when trading in the Company’s shares is forbidden in accordance with European Parliament and Council Regulation no 596/2014 from April 16 2014 on Market Abuse or any other equivalent legislation which applies at any given time.
b) The purchase price for shares on exercising options shall correspond to 110 percent of the volume-weighted average of the price paid for the Company’s B shares on the Nasdaq Stockholm during the period from 2 September 2016 to 15 September 2016.
c) The right to acquire call options shall be granted to the Group Management and approximately 22 members of management within the AddLife Group who are directly able to have an impact on the Group’s profits. Members of the Group Management team shall be offered a maximum of 30,000 call options to each individual, and other management personnel will be divided into two different categories, in which individuals will be offered a maximum of 15,000 and a minimum of 5,000 call options.
d) If persons who are entitled to an allocation refrain in full or in part from acquiring call options offered to them, such unacquired call options shall be divided on a pro rata basis between those persons who are entitled to an allocation and who have expressed their interest in acquiring additional call options in writing. Persons who are entitled to an allocation may not come to acquire more than an additional 30 percent of the original number of call options offered in this manner.
e) The Board of Directors shall establish with final effect the distribution of call options according to the principles outlined in items c) and d) above, and the number of call options the employees within each category shall be offered for acquisition.
f) Notice of acquiring call options must be given no later than 20 September 2016.
g) The premium for the call options shall correspond to the market value of the call options as per an external independent valuation, applying the Black & Scholes model. The measuring period for underlying share prices on calculating the option premium shall be from 9 September 2016 until 15 September 2016.
h) Issuing call options to employees outside Sweden is dependent on tax effects, there being no legal impediment, and the Board of Directors deeming that such allocation can be carried out with reasonable administrative and financial resources. The Board of Directors shall be entitled to make such minor amendments to the Scheme as required by applicable foreign legislation and regulations.
i) The call options are freely transferable.
j) The number of shares which the call options bring entitlement to acquire and the exercise price may be recalculated as a result of e.g. bonus issues, share consolidations or splits, new issues, a reduction in the share capital or similar actions. The point in time at which shares are transferred may be brought forward as a result of any merger or similar actions.
k) In order to encourage participation in the Scheme, a subsidy can be paid corresponding to the premium paid for each call option. This subsidy shall in that case be paid during September 2018.
l) The Company has a right to repurchase the call options from the holder, if the holder of the call option decides not to exercise all call options. Repurchase of call options shall be made at price corresponding to the market price. Repurchase of call options may not, however, be purchased during any such period when trading in the Company’s shares is forbidden in accordance with European Parliament and Council Regulation no 596/2014 from April 16 2014 on Market Abuse or any other equivalent legislation which applies at any given time.
m) Within the constraints of the above terms, conditions and guidelines, the Board of Directors shall be responsible for the further formulation and administration of the Scheme.
The costs of the Scheme consist of the subsidy paid during September 2018 as detailed above and the social security charges payable on this subsidy. The total cost of the subsidy, including social security charges, has been estimated at approximately SEK 1.7 million after corporation tax (calculated based on the prevailing market conditions on 30 June 2016). Against this subsidy, the option premium corresponds to a total of approximately SEK 1.7 million (calculated based on the prevailing market conditions on 30 June 2016) which the Company will receive on transferring the call options, as a result of which the Scheme will not involve any net charge to the Company’s equity.
The reason for allowing deviations from shareholders’ preferential rights and the Board’s reasons for carrying out this Scheme are that senior management in the AddLife Group should be able to benefit from and strive for, through their own investment, an increase in the price of the Company’s shares, thus more closely aligning the interests of senior managers and shareholders in the Company. The intention of the Scheme is also to contribute towards management personnel increasing their shareholdings in the Company in the long term. The Scheme is also expected to create the right conditions for retaining and recruiting skilled personnel for the AddLife Group, to provide competitive remuneration and to align the interests of the shareholders and management. Those members of management included in the Scheme are the group who, in an otherwise heavily decentralised organisation, are able to have a positive impact on profits through cooperation between the Group’s subsidiaries. On the basis of this, the Board of Directors believes that the introduction of the Scheme will have a positive effect on the continued development of the AddLife Group, and that the Scheme will benefit both the shareholders and the Company.
The Company has no other long-term incentive scheme.
The resolution proposed by the Board of Directors in accordance with point 16 must be approved by shareholders representing not less than nine tenths of the votes cast and shares represented at the Annual General Meeting.
18. Authorisation for the Board of Directors to decide on the purchase and conveyance of own shares
The Board of Directors proposes that the Annual General Meeting passes a resolution authorising the Board of Directors to decide – during the period until the next following Annual General Meeting – to repurchase up to the maximum number of class B shares so that the Company’s holding of own shares at any given time does not exceed 10 percent of the total number of shares outstanding in the Company. Purchases shall be made on the Nasdaq Stockholm at a price within the price range registered at any given time, which is the interval between the highest purchase price and the lowest sale price. Purchase may be done at one or several occasions.
The Board of Directors further proposes that the Annual General Meeting authorises the Board of Directors – during the period until the next Annual General Meeting – to sell its own shares held in treasury in ways other than on the Nasdaq Stockholm. The authorisation may be exercised on one or more occasions and includes all shares held in treasury by the Company at the time of the decision of the Board of Directors. The authorisation includes a right to decide to deviate from shareholders’ preferential rights and that payment may be effected in forms other than money.
The purpose of the authorisation is to enable the Group’s capital structure to be adjusted as well as to enable companies or business operations to be acquired in future through payment with own shares. Holding its own shares also safeguards the Company’s commitments in the Share-Based Incentive Schemes proposed in item 17 above.
The resolution proposed by the Board of Directors in accordance with item 18 must be approved by shareholders representing not less than two thirds of the votes cast and shares represented at the Annual General Meeting.
SHARES AND VOTES
The Company has issued a total of 24,617,093 shares. 1,011,766 of these are class A shares and 23,605,327 are class B shares. The total number of votes is 33,722,987. The Company does not hold any of its own shares. This information relates to the situation at the time of issuing this notice.
SHAREHOLDERS REQUEST FOR INFORMATION
Pursuant to Chapter 7, section 32 of the Swedish Companies Act (Sw. Aktiebolagslagen), the Board of Directors and the managing director are under a duty to, if any shareholder so requests and the Board of Directors deems that it can be made without material damage to the company, provide information at the meeting, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
The financial accounts, the auditor’s report and the Board of Directors’ full proposals in accordance with points 9b , 16 (including the auditor’s statement in accordance with Chapter 8, section 54 of the Swedish Companies Act and the Remuneration Committee’s assessment of incentive schemes and application of the guidelines for remuneration to senior management approved by the AGM), 17 and 18 (including the Board of Directors’ statement in accordance with chapter 19, section 22 of the Swedish Companies Act) on the agenda will be available at the Company from Thursday 11 August 2016 onwards, and will be sent to those shareholders who request this and provide their postal address. These documents will also be available on the Company’s website from the same time. The Election Committee’s proposals and details of all proposed members of the Board of Directors will be available on the Company’s website from the date of issue of this notice.
Stockholm, July 2016
The Board of Directors
AddLife AB (publ)
AddLife AB, Box 3145, SE-103 62 Stockholm, Sweden
AddLife is an independent player in the Life Science sector, offering high-quality products, services and advice to the private and public sectors, above all in the Nordic region. AddLife has about 425 employees in some 25 subsidiaries that operate under their own brands. The Group has annual sales of about SEK 1.7 billion. Addlife shares are listed on NASDAQ Stockholm.
This information is information that AddLife AB (publ) is obliged to make public pursuant to the Financial Instruments Trading Act. The information was submitted for publication at 11:00 a.m. CET on 15 July 2016.