Annual General Meeting of AddLife AB 8 May 2024
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 8 May 2024.
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.
Dividend
A dividend of SEK 0.50 per share, irrespectively of class of shares, was declared. Record date for the dividend was confirmed to be Monday, 13 May 2024. The dividend is expected to be remitted by Euroclear Sweden AB on Thursday, 16 May 2024.
Discharge from liability for the directors and the CEOs
The AGM granted discharge from liability to the Board of Directors and the CEOs for their management during 2023.
Board of Directors and Auditor
The AGM passed a resolution in accordance with the proposal of the Nomination Committee. The following directors were re-elected:
Johan Sjö
Håkan Roos
Stefan Hedelius
Eva Nilsagård
Birgit Stattin Norinder
Eva Elmstedt
The AGM decided on a total fee of SEK 2,785,000 to the Board of Directors, of which the Chairman of the Board to receive SEK 860,000 and other directors to receive SEK 385,000 each.
The AGM decided on a total fee of SEK 150,000 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 Helena Nilsson, until the end of the next Annual General Meeting.
Approval of remuneration report
The AGM resolved in accordance with the Board of Directors’ proposal to approve the remuneration report.
Resolution regarding new guidelines for remuneration to members of senior management
The AGM resolved in accordance with the Board of Directors’ proposal regarding new guidelines for remuneration to the CEO and other members of senior management.
Resolution on a long-term incentive programme based on performance shares and transfer of own held shares to participants
The AGM resolved in accordance with the Board of Directors' proposal to establish a long-term incentive programme ("LTIP 2024") and hedging arrangements relating thereto. LTIP 2024 consists of performance shares and includes up to 16 current and future senior executives.
The AGM further resolved to transfer up to 141,500 of the Company's repurchased shares to the participants in LTIP 2024.
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 class B 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, as remuneration in connection with acquisitions of businesses or companies, but not via Nasdaq Stockholm, at a price corresponding to an assessed market value.
Since before, AddLife AB holds 586,189 class B shares in treasury, equivalent to 0.48 percent of the total number of shares outstanding, and 0.36 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
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 authorization 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 in the event of deviation from the shareholders' preferential rights, shall take place on market-related terms and conditions.
Information about the AGM
Information about the AGM is available at the Company´s website in the menu Investors/General Meeting.
Stockholm, 8 May 2024
AddLife AB (publ)
For further information, please contact
Fredrik Dalborg, CEO, AddLife AB, +46 70 516 09 01
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 2,300 employees in some 85 operating subsidiaries. The Group currently has net sales of SEK 9,7 billion. AddLife shares are listed on Nasdaq Stockholm.
This information was submitted for publication on 8 May 2024 at 17.30 CEST.