NOTICE OF ANNUAL GENERAL MEETING IN SEAMLESS DISTRIBUTION AB (publ)
The shareholders of Seamless Distribution AB (publ) (”Seamless” or the ”Company”) are hereby summoned to the annual general meeting (the “Meeting”) to be held on Monday 4 May 2015 at
10.00 CET in the conference hall ”Galleriet” at Hotell Norrtull, address S:t Eriksgatan 121, Stockholm. Enter either at S:t Eriksgatan 119 or S:t Eriksgatan 121.
Right to participate at the Meeting
To be entitled to participate at the Meeting, shareholders shall
- be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Central Securities Deposit) on Monday 27 April 2015, and
- notify the Company of their intention to attend the Meeting no later than at 12.00 CET on Monday 27 April 2015. The notification must be sent in writing to Seamless Distribution AB (publ), S:t Eriksgatan 121, 113 43 Stockholm, via e-mail to firstname.lastname@example.org or per facsimile to +468‑564 878 23.
When notifying the Company of its intention to attend the Meeting, shareholders shall provide their name, social security number/ company registration number, shareholding, address, daytime telephone number and, where applicable, information regarding advisors (a maximum of two allowed) and, where applicable, information regarding proxy.
Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, however maximum five years from issuance. If such authorisation is issued by a legal entity, a certified copy of a certificate of registration or similar must be attached. The original authorisation and certificate of registration, where applicable, should be sent to the Company well in advance of the Meeting to the address stated above. A proxy form is available on the Company’s website www.seamless.se or is sent to shareholders who so request.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Monday 27 April 2015. Shareholders are requested to inform their nominees in good time prior to this date.
Number of shares and votes
Per the date of this notice there are in aggregate 41,910,274 issued shares and votes in the Company. Per the day of this notice, the Company holds 1,000,000 treasury shares.
- 1. Opening of the Meeting
- 2. Election of the chairman of the Meeting
- 3. Drawing-up and approval of the voting list
- 4. Approval of the agenda
- 5. Election of at least one person to approve the minutes
- 6. Resolution on whether the Meeting has been duly convened
- 7. Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2014
- 8. Resolution regarding adoption of the profit and loss statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
- 9. Resolution regarding appropriation of the Company’s results in accordance with the approved balance sheet
- 10. Resolution regarding discharge from liability of the members of the Board of Directors and the Managing Director
- 11. The Nomination Committee’s proposal and motivated statement regarding their proposal of Board of Directors
- 12. Resolution on the number of members and deputy members of the Board of Directors
- 13. Resolution on the remuneration that shall be paid to the members of the Board of Directors and the auditor
- 14. Election of chairman and other members of the Board of Directors
Resolution on guidelines for remuneration of the management
- 16. Resolution on nomination committee for the next annual general meeting
- 17. Resolution to authorise the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles
- 18. Resolution to authorise the Board of Directors to acquire and sell treasury shares
- 19. Resolution to issue warrants
- 20. Closing of the Meeting
THE NOMINATION COMMITTEE’S PROPOSALS
Seamless’ Nomination Committee, consisting of the chairman Stefan de Hevesy (representing Peter Fredell), Michael Sundin (the Chairman of the Board of Directors), Kent Carlbom (representing himself), Tomas Klevbo (representing Danske Capital AB) and Voria Fattahi (representing Investment AB Kinnevik), proposes the following.
Chairman of the Meeting (item 2)
The Nomination Committee proposes Michael Sundin, Chairman of the Board of Directors, for chairman of the annual general meeting.
Number of members of the Board of Directors (item 12)
It is proposed that, the Board of Directors shall consist of five (5) members without any deputy members.
Remuneration to be paid to the members of the Board of Directors and the auditor (item 13)
It is proposed that remuneration to the Board of Directors shall be paid in an aggregate amount of SEK 1,700,000, of which SEK 500,000 shall be paid to the Chairman and SEK 400,000 shall be paid to each of the other members of the Board of Directors. However, Peter Fredell, shall not receive any remuneration in his capacity as member of the Board of Directors as he also serves as CEO of the Company. It is proposed that no remuneration shall be paid for committee work. Auditor’s fees are proposed to be paid as per current account. If possible from a tax perspective, and provided that it is cost neutral to the Company, it is proposed that a member of the Board of Directors may invoice the fees for the board work, through a company owned by the member of the Board of Directors. If a member of the Board of Directors invoices the Company through a company, the remuneration shall be increased to cover statutory social security contributions and value added tax in accordance with applicable law.
Election of Chairman and other members of the Board of Directors (item 14)
It is proposed that Peter Fredell, Robin Saunders, and Omar M Cordes are re-elected as members of the Board of Directors. It is further proposed that Kristin Berdan and Hein Pretorius, who is also proposed as Chairman of the Board of Directors, are elected as members of the Board of Directors.
Nomination Committee for the next annual general meeting (item 16)
The Nomination Committee proposes that the annual general meeting shall resolve to adopt the same principles for the appointment of a Nomination Committee for the annual general meeting 2016 as for the annual general meeting 2015. This entails that the Chairman of the Board of Directors shall contact the four largest shareholders recorded in the register of shareholders or otherwise known to the Company as per 1 August 2015 and request that they each appoint one member of the Nomination Committee. If any such shareholder declines to exercise its right to appoint a member of the Nomination Committee the thereafter largest shareholder recorded in the register of shareholders or otherwise known to the Company, that has not already appointed a member of the Nomination Committee, shall be asked to do so, etc. The Nomination Committee consists of these four members together with the Chairman of the Board of Directors. Thus, the Nomination Committee shall consist of a total of five members.
Should one member of the Nomination Committee resign from the committee before it has submitted its proposal, a successor shall, if considered necessary, be named by the shareholder who appointed the resigning member. If the shareholder that appointed the resigning member no longer is among the four largest shareholders recorded in the register of shareholders or otherwise known to the Company, the largest shareholder recorded in the register of shareholders or otherwise known to the Company that has not already appointed a member of the Nomination Committee, shall be entitled to appoint a successor.
The Nomination Committee shall elect a chairman among its members. However, the Chairman of the Board of Directors or any other member of the Board of Directors may not be appointed chairman of the Nomination Committee. The names of the members of the Nomination Committee, together with information of regarding who the chairman of the Nomination Committee is, shall be announced on the Company’s webpage at the latest six months prior to the annual general meeting 2016.
The Nomination Committee shall submit proposals regarding the Chairman of the Board of Directors and other members of the Board of Directors, fees and other remuneration for each member of the Board of Directors. The Nomination Committee is also to submit proposals for the election and fees of the auditor.
The mandate is valid until a new Nomination Committee has been appointed. No remuneration is to be paid to the members of the members of the Nomination Committee.
THE BOARD OF DIRECTOR’S PROPOSALS
Resolution regarding appropriation of the Company’s results in accordance with the approved balance sheet (item 9)
The Board of Directors proposes that no dividend is paid to the shareholders and that the Company’s results are carried forward.
Resolution regarding guidelines for remuneration of the management (item 15)
The Board of Directors of Seamless Distribution AB’s (publ), (the “Company”) proposal regarding guidelines for remuneration of the management contains the following.
The remuneration of the management shall be in line with current market practice. The remuneration of the management shall consist of fixed salary, variable remuneration, pension and certain other customary benefits. The category “senior executives” consists of members of the Company's group management.
Fixed salary and variable remuneration
The fixed salary, which is individual and differentiated considering responsibility and performance, is determined based on market principles and is revised annually. Variable remuneration shall be linked to predetermined and measurable criteria based on the Company's earnings and sales. These criteria are designed with the aim of promoting long-term value creation.
Variable compensation is conditional upon fulfilment of annually determined targets. These targets are related to the Company's earnings and to measurable goals within the individual’s area of responsibility. The annual variable salary may not exceed 100 percent of the fixed annual salary. Variable compensation may also be paid in the form of shares in the Company through participation in share-based incentive programs including offers for the acquisition of stock options and / or warrants. A proposal for a stock option-based incentive program to which the members of the Group management, are invited to take part is described further in Item 19.
When taking part in a program resulting in the acquisition of shares the period for earning those shares, alternatively, the time period from the day of the entering into of the agreement until the acquisition of shares, shall be at least three years.
Current incentive programs
The Company currently has one on-going incentive program which was resolved upon by the annual general meeting 2014. For a description of the Company’s incentive program, please consult the Company’s annual report for 2014 and the Company’s web page.
Pension and other benefits
The basic principle concerning pension arrangements shall be that conditions are in accordance with market practice in the country where the senior executive is domiciled. The retirement age for senior executives varies depending on local practice. For the CEO, the Company shall allocate an amount equal to 18 percent of the pension-bearing yearly salary for pension and insurance solutions. Pensions and benefits for all other senior executives shall follow local practice regarding pension agreements or equivalent. Other pension allocations are made in accordance with local practice, after approval by HR and the CEO.
Other benefits such as company car, health insurance, etc. shall be determined by what is considered reasonable in relation to market practice and, where such benefits exist, only as a limited portion of total remuneration.
Termination of employment and severance pay
The notice period for the CEO is twelve months, and for other senior executives four to nine months. Upon termination by the Company, the CEO is not entitled to any severance pay. Other senior executives are not entitled to severance pay upon termination.
The Board of Directors is entitled to deviate from these guidelines in individual cases should special justifications exists.
The corporate governance report included in the annual report pertaining to 2014 contains a description of existing guidelines for remuneration of the management for 2014.
In accordance with the Swedish Corporate Governance Code the Board of Directors monitors and evaluates the annual general meeting’s guidelines for remuneration of the management. The Company’s auditor has in accordance with chapter 8 section 54 of the Swedish Companies Act presented a statement regarding whether the guidelines for remuneration of the management for 2014 have been followed. The evaluation and the auditor’s review have resulted in the conclusion that Seamless for 2014 has followed the guidelines for remuneration of the management which the annual general meeting resolved upon.
The statement and the Board of Directors’ presentation of the result of the Board of Directors’ evaluation are held available on the Company’s web page www.seamless.se .
Authorisation of the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles (item 17)
The Board of Directors of Seamless proposes that the Meeting authorises the Board of Directors to, prior to the next annual general meeting, on one or several occasions, with or without deviating from the shareholder’s preferential rights, resolve to issue new shares and/or warrants and/or convertibles resulting in a maximum increase of 10,000,000 shares in the Company. The Board of Directors shall have the right to resolve that shares and/or warrants and/or convertibles shall be paid for in kind or on conditions set out in Chapter 2 Section 5 paragraph 1 – 3 and 5 of the Swedish Companies Act or that shares and/or warrants and/or convertibles shall be subscribed for by way of set-off. The purpose of the authorisation is to enable the financing of the operations and acquisitions of companies, businesses or parts thereof, to enable financing of acquisitions of companies, businesses or parts thereof with equity instruments and to enable a broadening of the ownership of the Company.
Authorisation of the Board of Directors to acquire and sell treasury shares (item 18)
The Board of Directors proposes that the Meeting authorises the Board of Directors to for the period up until the next annual general meeting pass a resolution on one or more occasions on purchasing so many shares that the Company’s holding does not at any time exceed 10 percent of the total number of shares in the Company. The purchase of shares shall take place on the Nasdaq Stockholm and may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and lowest selling price. Furthermore, it is proposed that that the Meeting authorises the Board of Directors to resolve to transfer the Company’s own shares as payment in connection with acquisitions of companies or businesses, at a price within the share price interval registered at that time. The purpose of the authorisation is to provide the Board of Directors with greater opportunities to affect the Company’s capital structure.
Resolution to issue warrants (item 19)
The Board of Directors proposes that the Company shall issue a maximum of 4,500,000 warrants entitling to subscription of shares in the Company. Each warrant entitles to subscription of one share in the Company. The share price for a share which is subscribed for through the warrants shall amount to 150 per cent of the volume weighted average stock market price for the Company’s share for the period 7 May 2015 up to and including 17 May 2015, however, not less than the share’s quota value. The warrants may be used for subscription of shares from and including 1 August 2018 up to and including 31 August 2018.
The right to subscribe for the warrants for the Subsidiary shall reside upon the Company’s subsidiary the Mollet AB, which shall transfer the warrants to present and future employees in the Company, or persons who perform work for the Company group corresponding to a full time employment (below jointly referred to as the “Employees”). The warrants shall be transferred in accordance with the following principles. The CEO may acquire a maximum of 1,500,000 warrants. Members of the senior management and other employees may acquire a maximum of 500,000 warrants each. All acquisitions are to be made at 50% of the market value at the time of the acquisition. In connection with the acquisition of warrants the participants will enter into an agreement with the Company entitling the Company to re-purchase the warrants to 50% of the market value if the participant leaves his/her employment or gets terminated or wishes to dispose of the warrants in other ways than through subscription of shares.
If all 4,500,000 warrants are fully subscribed for, the increase of the Company’s share capital will be 2,250,000, corresponding to approximately 10.7 per cent of the total share capital and votes after dilution. Considering all outstanding warrants under other warrant programs, the total dilution effect will amount to approximately 24.6 per cent.
The reason for the proposal is to improve the possibilities for the Company to keep and employ new competent staff as well as to motivate existing staff to, through a personal investment, take part of and contribute to a positive value development for the Company’s share for the time period which is covered by the suggested warrant program. The Board of Directors thinks that adapting a new warrant program in accordance with the above is beneficial to the Company group and the shareholders.
A resolution in accordance with item 17, 18 is only valid where supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting and a proposal in accordance with item 19 is only valid where supported by not less than nine-tenths (9/10) of both the votes cast and the shares represented at the Meeting.
The shareholders are reminded of their right to require information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The annual report and the auditor's report pertaining to the financial year 2014, as well as the complete proposals and the Nomination Committee’s motivated statement will be held available at the Company's office on St: Eriksgatan 121 in Stockholm and on the Company’s web page, www.seamless.se , at least three weeks before the annual general meeting. Copies of the documents will be sent to the shareholders who so request and who inform the Company of their postal address.
Stockholm in March 2015
Seamless Distribution AB (publ)
The Board of Directors
This information is such information that Seamless Distribution AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act. The information was released for publication on March 31st, 2015 at 09:30.