Annual General Meeting of AddLife AB 5 May 2021
Resolutions, including the following, were passed by the Annual General Meeting (“AGM”) and the ensuing statutory Board of Directors Meeting of AddLife AB (“The Company”) held on 5 May 2021.
Dividend
A dividend of SEK 1.50 per share, irrespectively of class of shares, was declared. Record date for the dividend was confirmed to be Friday, 7 May 2021. The dividend is expected to be remitted by Euroclear Sweden AB on Wednesday, 12 May 2021.
Adoption of the Profit and Loss Statements and the Balance Sheets
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet for the Company as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group.
Discharge from liability for the directors and the CEO
The AGM granted discharge from liability to the Board of Directors and the CEO for their management during 2020.
Board of Directors and Auditor
The AGM passed a resolution in accordance with the proposal of the Election Committee. The following directors were elected:
Johan Sjö (re-election)
Håkan Roos (re-election)
Eva Nilsagård (re-election)
Birgit Stattin Norinder (re-election)
Stefan Hedelius (re-election)
Eva Elmstedt (new election)
The Annual General Meeting decided on a total fee of SEK 2,150,000 to the Board of Directors, of which the Chairman of the Board to receive SEK 650,000 and other directors to receive SEK 300,000 each.
The Annual General Meeting decided on a total fee of SEK 50,000 to the Chairman of the Company’s Audit Committee.
Johan Sjö was re-elected by the AGM as Chairman of the Board of Directors. The entire Board of Directors was elected to serve as the Company’s Audit Committee with Eva Nilsagård as its Chairman. The Chairman Johan Sjö and Håkan Roos were appointed to serve as the Company’s Remuneration Committee with the CEO submitting reports.
The AGM re-elected KPMG AB as auditors, with head auditor Håkan Olsson Reising, until the end of the next Annual General Meeting.
Approval of remuneration report
The AGM resolved in accordance with the Board of Director’s proposal to approve the remuneration report.
Issuance of call options on repurchased shares and transfer of repurchased shares to members of senior management
In accordance with the proposal of the Board of Directors, and with deviation from the preferential rights of existing shareholders, the AGM resolved to offer approximately 50 members of management personal within the AddLife Group to acquire call options on class B shares. Up to 250,000 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value. The redemption price will be 120 percent of the average market price of the share during period 6 May 2021 – 21 May 2021. The Company has the right to repurchase the call options by the holder of the option if the holder does not use all acquired call options and notify this to the Company. Acquisition of options shall occur at a price which at the time was equivalent to no more than the market value.
The AGM also resolved to, upon an exercise of the call options, to issue up to 250,000 of the Company shares repurchased by the Company.
Repurchase and transfer of Company shares
In accordance with the proposal of the Board of Directors the AGM resolved to authorize the Board of Directors to buy and sell shares in the Company, on one or more occasions, such authorization to remain valid until the next following AGM. The purpose of repurchases is to enable the Board of Directors to adapt the Group’s capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company’s obligations under the incentive program resolved.
Purchases shall be made via Nasdaq Stockholm at the price interval prevailing measured as the interval between the highest buy price and the lowest sale price. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company.
The AGM resolved to authorize the Board of Directors to sell B-shares, without preferential right for existing shareholders, at a market price as remuneration in connection with acquisitions of businesses or companies, or to ensure delivery of shares in existing incentive programs, but not via Nasdaq Stockholm at a price corresponding to an assessed market value.
Since before, AddLife AB holds 507,149 class B shares in treasury, equivalent to 0.4 percent of the total number of shares outstanding, and 0.3 percent of the votes. The total number of shares outstanding in AddLife AB, including shares held in treasury, is 122,450,250.
New issue of up to 10 percent of the number of shares as means of payment during acquisitions
In accordance with the proposal of the Board of Directors the AGM resolved to authorize the Board of Directors to decide on a new issue of up to 10 percent of the shares to enable further company acquisitions and to strengthen the Company’s financial position if necessary.The resolution for the Board of Directors is valid until the next AGM, on one or more occasions, with or without deviation from shareholders' preferential rights, decide on the issue of new shares, however, that such issues may not result in the Company's registered share capital or number of shares in the Company being increased by more than a total of 10 percent, based on the Company's registered share capital before exercising the authorization. It must be possible to make payment in cash, in kind, by set-off or otherwise combined with conditions. Issues shall take place on market-related terms and conditions. Issues in the event of deviation from the shareholders' preferential rights, shall take place on market-related terms and conditions.
Amendment to the Articles of Association
In accordance with the proposal of the Board of Directors the AGM resolved the following amendments to the Articles of Association:
a) § 1 of the Articles of Association on company name is amended as follows:
“The Company's name is AddLife AB. The Company is public (publ).”
b) § 14 of the Articles of Association on reconciliation reservation is amended as follows:
“The Company's shares must be registered in a reconciliation register in accordance with the Act (1998:1479) on central securities depositories and accounting of financial instruments.”
Information about the AGM
Information about the AGM is available at the Company´s website in the menu Investors/General Meeting.
Stockholm, 5 May 2021
AddLife AB (publ)
For additional information, contact:
Kristina Willgård, President and CEO, AddLife AB, tel +46 70 510 12 23,
Martin Almgren, CFO, AddLife AB, tel +46 70 228 15 45,
www.add.life
AddLife is an European, independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sectors. AddLife has about 1,800 employees in some 70 operating subsidiaries. The Group currently has net sales of around SEK 7 billion. AddLife shares are listed on Nasdaq Stockholm.
This information is such that AddLife AB (publ) is obliged to publish in accordance with Nasdaq Stockholm's Regulations for issuers. The information was submitted for publication on 5 May 2021 at 17:30 CET.