NOTICE OF ANNUAL GENERAL MEETING
Shareholders of Addnode Group Aktiebolag (publ) (“Addnode Group”) are hereby invited to attend the Annual General Meeting on Thursday, 26 April 2018, at 6:00 p.m. at Westmanska Palatset, Holländargatan 17. Doors will open at 5.00 p.m.
To be entitled to participate in the Annual General Meeting, shareholders must be listed in the register of shareholders maintained by Euroclear Sweden AB, on Friday, 20 April 2018, and inform the Company of their intention to attend no later than Friday, 20 April 2018, by post to Addnode Group Aktiebolag (publ), “Annual General Meeting,” Hudiksvallsgatan 4, SE‐113 30 Stockholm, Sweden, by telephone +46 (0)8‐630 70 70, or by e‐mail to firstname.lastname@example.org.
Registration must include the shareholder's name, personal registration number/corporate registration number, address and telephone number, as well as the number of any accompanying advisors (not more than two). Proxy holders and representatives of legal entities are requested to submit authorization documentation prior to the Annual General Meeting. Proxy forms are available on Addnode Group's website, www.addnodegroup.com.
Shareholders whose shares are registered in the name of a nominee must request that their shares be temporarily registered in their own name with Euroclear Sweden AB, to be entitled to participate in the Annual General Meeting. This procedure, so-called voting right registration, must have been effected Friday, 20 April 2018, which means that the shareholder must inform the nominee well in advance before this date.
The Board's proposed agenda is as follows:
- The meeting is opened.
- Election of Chairman of the Meeting (see below).
- Preparation and approval of voting list.
- Approval of the Agenda.
- Election of one or more persons to verify the minutes.
- Determination as to whether the Meeting has been duly convened.
- President's presentation of operations.
- Presentation of the Annual Report and the Auditors' Report as well as the Consolidated Accounts and Consolidated Auditors' Report for 2017.
- Decision regarding the adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet for 2017.
- Decision regarding the disposition of the Company's profits in accordance with the adopted balance sheet and the record date if the Meeting resolves on a dividend (see below).
- Decision regarding the discharge from personal liability for the members of the Board of Directors and for the President.
- Report on the work of the Nomination Committee and proposals for the Meeting.
- Decision regarding the number of Board members and deputies if any (see below).
- Decision regarding remuneration to the Chairman of the Board, the other Board members, and to the auditor (see below).
- Election of Board members, Chairman of the Board and auditor (see below).
- The Board's proposal for a decision regarding guidelines for remuneration and other employment terms for the Executive Management (see below).
- The Board's proposal for a decision to authorize the Board to decide on acquisitions and transfer of the Company's own shares (see below).
- The Board's proposal for a decision to authorize the Board to decide on issues of new shares (see below).
- The Nomination Committee's proposal for a decision on a Nomination Committee (see below).
- Closing of the meeting.
Before the Annual General Meeting 2018, the Nomination Committee has comprised of Staffan Hanstorp, appointed by Aretro Capital Group AB (Chairman of the Nomination Committee and Chairman of the Board of Addnode Group), Wilhelm Arnör, appointed by Vidinova AB, Claes Murander, appointed by Lannebo funds, Magnus Skåninger, appointed by Swedbank Robur funds and representing the institutional owners and Wilhelm Gruvberg, representing the minor shareholders. The Nomination Committee of Addnode Group has submitted proposals under item 2, 13-15 and 19 on the agenda. The Board has submitted proposals under item 10 and 16-18 on the agenda.
Item 2 - Election of Chairman of the Meeting
The Nomination Committee proposes Staffan Hanstorp to be elected as Chairman of the Meeting.
Item 10 - Decision regarding the disposition of the Company's profits in accordance with the adopted balance sheet and the record date if the Meeting resolves on a dividend
The Board proposes an unchanged dividend of SEK 2.25 per share and Monday, 30 April 2018 as the record date for the dividend. Based on this record date, Euroclear Sweden is expected to pay out the dividend on Friday, 4 May 2018. The proposal means that SEK 68,461,326 is paid to the shareholders and that the remaining disposable profit amounting to SEK 331,252,336 should be carried forward.
Item 13 and 15 - Decision regarding the number of Board members and deputies if any, and election of Board members, Chairman of the Board and auditor
The Nomination Committee proposes the Board to consist of six members and to re-elect the Board members Jan Andersson, Kristoffer Arwin, Johanna Frelin, Staffan Hanstorp, Sigrun Hjelmquist and Thord Wilkne. Dick Hasselström has declined re-election. Staffan Hanstorp is proposed as the Chairman of the Board. No deputies shall be elected to the Board.
The Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, re-election of the registered public accounting firm PricewaterhouseCoopers AB for the period until the end of the next Annual General Meeting. PricewaterhouseCoopers AB will appoint Anna Rosendal to be auditor in charge.
Item 14 - Decision regarding remuneration to the Chairman of the Board, the other Board members, and to the auditor
The Nomination Committee proposes fees to the Board, for the period until the conclusion of the next Annual General Meeting, to be paid in the amounts of SEK 380,000 (previously SEK 370,000) to the Chairman of the Board and SEK 190,000 (previously SEK 185,000) to each of the other Board members elected by the Annual General Meeting. Remuneration may further be paid on account for special undertakings by Board members in their respective fields of expertise (consultancy services etc.), provided that such undertakings have previously been approved by the Chairman of the Board or by two Board members. Fees for work in the Audit Committee shall be paid in the amount of SEK 75,000 (previously SEK 55,000) to the Chairman and SEK 45,000 (previously SEK 35,000) to each of the other committee members. Fees for work in the Remuneration Committee shall be paid in the amount of SEK 15,000 (unchanged) to each of the committee members. The Nomination Committee has further proposed that fair remuneration to the auditor is to be paid with a reasonable amount by approved accounts.
It is further proposed that maximum SEK 190,000 per month may be paid to the Chairman of the Board for work in relation to the group’s acquisition opportunities, funding, strategic partnerships and overall strategic matters as specifically agreed.
Item 16 - The Board's proposal for a decision regarding guidelines for remuneration and other employment terms for the Executive Management
Executive Management means the President of the parent company and the other members of the Group Management specified on page 97 of the Company's Annual Report for the financial year 2017. The Board proposes the following guidelines to the Annual General Meeting 2018:
Remuneration to the President of the parent company and the other members of the Group Management shall consist of a fixed salary, a variable remuneration, share based incentive plan and additional benefits and pension. The fixed salary shall be competitive and secure that Addnode Group is able to recruit competent managers. As a general rule, the fixed salary shall be re-evaluated on a yearly basis and shall take the individual's qualitative performance into consideration. A variable remuneration can be paid in addition to the fixed salary. Variable remuneration shall be based on results achieved and/or individually established and specific goals. For the President of the parent company, the variable cash remuneration shall mainly be based on results achieved by the Group. The variable cash remuneration may not exceed nine monthly salaries. For other members of the Group Management, the variable cash remuneration may not exceed six monthly salaries and shall mainly be based on the results of the business area for which the executive is responsible. Share based incentive plans shall secure a long-term commitment to the Group's development and encourage own shareholding in the Company.
Pensions shall always be premium‐based to create predictability with regard to the Company's future commitments. Pension premiums shall be paid with up to a maximum of 30 per cent of the current fixed annual salary.
Other remuneration and benefits shall be on market terms and contribute to facilitating the executive's ability to carry out his/her work assignments. Other benefits mainly refer to company car or car allowance.
The employment contracts of the senior executives include terms regulating termination of employment. According to the policy, employment can be terminated at the request of one party, with a term of notice of at least six months and a maximum of twelve months. During the term of notice, the payment of salaries, remuneration and benefits shall be unchanged.
The principles shall apply to employment contracts entered into after the Annual General Meeting and for any amendments to existing terms. The Board may deviate from these guidelines in certain individual cases for which there is justification.
Item 17 - The Board's proposal for a decision to authorize the Board to decide on acquisitions and transfer of the Company's own shares
The Board proposes that the Annual General Meeting authorizes the Board to make decisions, on one or several occasions prior to the next Annual General Meeting, to acquire a maximum number of series B shares so that the Company's holding following the acquisition does not exceed 10 per cent of all the shares in the Company at any time. The buyback shall be conducted on Nasdaq Stockholm at a price that is within the registered range for the share price prevailing at any time (the so‐called spread), that is, the range between the highest ask price and the lowest bid price and, where applicable, observing the, from time to time, applicable rules set out in Nasdaq Stockholm's Rulebook for Issuers. Where buybacks are effected by a stock broker as assigned by the company, the share price may, however, correspond to the volume weighted average price during the time period within which the shares were acquired, even if the volume weighted average price on the day of delivery to the company falls outside the spread. The purpose of any buyback of own shares is primarily to be able to transfer shares in conjunction with financing of Company acquisitions and other types of strategic investments.
Furthermore, the Board proposes that the Annual General Meeting authorizes the Board to make decisions, on one or several occasions, prior to the next Annual General Meeting, to transfer series B shares in the Company to a third party. The number of shares transferred may not exceed the total number of shares held by the Company at any time. Transfer may be conducted on or outside Nasdaq Stockholm and includes the right to deviate from the preferential rights of shareholders. The transfer of shares on Nasdaq Stockholm shall be conducted at a price within the registered price interval at any time. The transfer of shares outside Nasdaq Stockholm shall be made at a price in cash or value in property received that corresponds to the share price at the point in time of the transfer of the Addnode Group shares that are transferred with the deviation that the Board deems appropriate. The reason for permitting the Board to deviate from the preferential rights of shareholders is to enable financing of potential company acquisitions and other types of strategic investments in a cost efficient manner. For a valid decision under this item, the Annual General Meeting's decision must be supported by shareholders representing at least two thirds of both the voting rights and the shares represented at the Annual General Meeting.
Item 18 - The Board's proposal for a decision to authorize the Board to decide on issues of new shares
The Board proposes that the Annual General Meeting authorizes the Board to make decisions, on one or several occasions, prior to the next Annual General Meeting, with or without deviation from the preferential rights of shareholders, regarding new share issues. Based on the resolution, with the support of an authorization, it shall be possible to increase the share capital by a total of not more than SEK 36,000,000 by issuing a total of not more than 3,000,000 new shares at full subscription. The authorization shall also encompass the right to decide on a new share issue stipulating cash‐in‐kind payment or that shares shall be subscribed for with right of set‐off or otherwise with conditions stipulated in Chapter 13, Section 7 of the Swedish Companies Act. The reason for the deviation from the preferential rights of shareholders is to enable private placements for the execution of acquisitions of other companies or operations in full or in part, or to raise capital to use in such acquisitions. The basis for the subscription price shall be the market value of the share. For a valid decision under this item, the Annual General Meeting's decision must be supported by shareholders representing at least two thirds of the votes cast and the shares represented at the Annual General Meeting.
Item 19 - The Nomination Committee's proposal for a decision on a Nomination Committee
The current Nomination Committee has proposed that the Annual General Meeting resolves to commission the Chairman of the Board to contact the four largest owner‐registered shareholders in terms of voting rights based on shareholder statistics as per 31 August 2018, each of which appoints one member of the Nomination Committee, along with the Chairman of the Board, until a new Nomination Committee is appointed by mandate of the next Annual General Meeting. If the Chairman of the Board, directly or through companies, would be one of the four aforementioned largest shareholders, the Nomination Committee shall be composed of four members only (the Chairman of the Board and the three members appointed by the other three largest shareholders).
If any of these shareholders decides to renounce its right to appoint a member of the Nomination Committee, the right shall pass to the largest shareholder in turn. The Chairman of the Nomination Committee shall be the member appointed by the largest shareholder in terms of voting rights, if not agreed otherwise by the members of the Nomination Committee.
The composition of the Nomination Committee shall be announced as soon as it has been appointed and no later than six months before the 2019 Annual General Meeting. No fees are paid to members of the Nomination Committee but the Company shall pay for reasonable costs that the Nomination Committee has considered to be necessary in order for the Nomination Committee to be able to complete its assignment. If a member resigns from the Nomination Committee before completing his or her assignment, and if the Nomination Committee considers that there is a need to replace this member, the replacement will be appointed by the same shareholder that appointed the resigning member. In the event that a significant change occurs in the ownership structure after the Nomination Committee has been appointed, the composition of the Nomination Committee shall also be changed accordingly, if the Nomination Committee considers that this is necessary. No changes in the composition of the Nomination Committee shall be made, unless there are special circumstances, if the change occurs later than three months before the Annual General Meeting. Changes in the composition of the Nomination Committee shall be announced as soon as possible.
The task of the Nomination Committee is, prior to the Annual General Meeting, to present proposals regarding the number of Board members to be elected by the Annual General Meeting, Board fees, auditors' fees, any remuneration for committee work, composition of the Board, Chairman of the Board, Nomination Committee, Chairman of the Annual General Meeting and election of auditors. The present Nomination Committee shall remain until a new Nomination Committee has been formed.
The number of shares in the Company as of the day of announcement of this notice amounts to 30,427,256 of which 987,174 are series A shares and 29,440,082 are series B shares, corresponding to a total of 39,311,822 votes. Series A shares carry ten votes and series B shares carry one vote each. As of the day of announcement of this notice, the Company held no own shares in treasury.
In accordance with the Swedish Companies Act Chapter 7, Section 32, the shareholders have the right to ask questions at the Annual General Meeting in relation to the items on the agenda and about the financial situation of the Company and the Group. Shareholders who wish to submit questions in advance of the Annual General Meeting, shall send these to Addnode Group Aktiebolag, "Annual General Meeting", Hudiksvallsgatan 4, SE-113 30 Stockholm, per telephone +46 (0)8‐630 70 70 or by e-mail to email@example.com.
The Company's Annual Report and auditors' report relating to the 2017 financial year, statement regarding the work of the Nomination Committee and the Nomination Committee’s reasoned statement regarding the Board proposal, information about the proposed Board members, the Board of Director's reasoned statement pertaining to the proposed dividend in accordance with Chapter 18, Section 4 of the Swedish Companies Act and relating to the proposed authorization pertaining to acquisition of own shares according to Chapter 19, Section 22 of the Swedish Companies Act, the auditor's report regarding whether the previous guidelines for remuneration to the Executive Management have been complied with and the statement regarding the result of the Remuneration Committee’s evaluation according to the Swedish Corporate Governance Code, will be available on the Company's website, www.addnodegroup.com and at the Company from, no later than, Thursday, 5 April 2018. The above documents will also be sent to shareholders who so request and provide their postal address.
Stockholm, March 2018
Addnode Group Aktiebolag (publ)
The Board of Directors
For more information, please contact:
Helena Nathhorst, CFO, Addnode Group
Tel: +46 (0) 70 607 63 23, e-mail: firstname.lastname@example.org
About Addnode Group
Addnode Group acquires, operates and develops entrepreneur-driven companies that supply software and services to markets in which we have or can achieve a leading position. We are one of Europe’s leading suppliers of software and services for design, construction and product data information, and a leading supplier of document and case management systems to public sector clients in Sweden and Norway.
We are 1 500 employees in Sweden, Germany, UK, Australia, Denmark, Finland, India, Canada, Netherlands, Norway, Serbia, Slovakia, South Africa, USA and Austria. Net sales in 2017 amounted to SEK 2,520 M. Addnode Group's Series B share is listed on Nasdaq Stockholm. For more information, please visit: www.addnodegroup.com