Annual General Meeting of AddLife AB 7 May 2020
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 7 May 2020.
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 2019.
Board of Directors and Auditor
The AGM passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected:
Johan Sjö
Håkan Roos
Eva Nilsagård
Birgit Stattin Norinder
Stefan Hedelius
Andreas Göthberg
The Annual General Meeting decided on a total fee of SEK 1,950,000 to the Board of Directors, of which the Chairman of the Board to receive SEK 575,000 and other directors to receive SEK 275,000 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 elected KPMG AB as auditors, with head auditor Håkan Olsson Reising, until the end of the next Annual General Meeting.
Guidelines for remuneration to senior management
The AGM passed a resolution in accordance with the proposal of the Board of Directors on guidelines for remuneration and other terms of employment for senior management.
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 45 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 8 May 2020 – 25 May 2020. In case the share price of the AddLife B-share, at the time of exercise of call options, exceeds 170 % of the average market price during the period 8 May 2020 – 25 May 2020, the redemption price for the call options shall be increased on a SEK-by-SEK with the amount exceeding 170 %. 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 the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilize the authorization received to purchase shares in the Company during the period until the next following Annual General Meeting.
Since before, AddLife AB holds 690,250 class B shares in treasury, equivalent to 2.4 percent of the total number of shares outstanding, and 1.8 percent of the votes. The total number of shares outstanding in AddLife AB, including shares held in treasury, is 28,624,573.
New issue of up to 10 percent of the number of B 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 number of B shares as means of payment during acquisitions. The purpose of the new share issue resolution is to enable more company acquisitions.
The resolution for the Board of Directors is valid until the next Annual General Meeting to decide on the issue of new shares, on one or more occasions, in deviation from shareholders' preferential rights, against payment by set-off or with non-cash consideration. However, such issues may not cause the Company's registered share capital or the number of shares in the Company to increase by more than a total of 10 percent, based on the Company's registered share capital or the number of shares prior to exercise of the authorization. Set-off shall only be possible against claims in connection with payment for shares in companies acquired by the Company. Issues shall take place on market-related terms and conditions.
Share split and related amendment to the Article of Association
In accordance with the proposal of the Board of Directors the AGM resolved that the Company shall implement a division of shares, whereby each existing AddLife share is divided into four new shares. The division is made in order to increase the liquidity of the Company's shares, as a larger number of shares and a lower price of the share facilitate the sale of the Company's shares.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided that the record date is Thursday, May 28, 2020. The new holding is expected to be visible on the shareholders' VP account or custody on Friday, May 29, 2020.
The new ISIN codes for trading in AddLife shares will be SE0014401360 for Class A shares and SE0014401378 for Class B shares. The last day for trading in shares with the old ISIN code is Tuesday, May 26, 2020. The first day for trading in shares with the new ISIN code is Wednesday, May 27, 2020.
The split takes place automatically through Euroclear Sweden and shareholders do not need to take any action.
The split means that the number of shares in the Company will increase from 28,624,573 shares to 114,498,292, of which 4,625,216 are Class A shares and 109,873,076 Class B shares.
Information about the AGM
Information about the AGM is available at the Company´s website in the menu Investors/General Meeting.
Stockholm, 7 May 2020
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 independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sectors, mainly in the Nordic region and rest of Europe. AddLife has about 1,000 employees in some 45 operating subsidiaries. The Group currently has net sales of around SEK 3.7 billion. AddLife shares are listed on Nasdaq Stockholm.
This information is disclosed in accordance with AddLife AB (publ) agreement with Nasdaq Stockholm. The information was submitted for publication on 7 May 2020 at 18:30 CET.