Notice to attend the extra general meeting of AddLife AB (publ)

The shareholders of AddLife AB (publ), reg. no. 556995-8126 (the ”Company”), are hereby given notice to attend the extra general meeting on Thursday, 20 December 2018, at Näringslivets Hus, Storgatan 19, SE-114 51 Stockholm, Swedenn, at 11 a.m. (CET). Registration for the meeting commences at 10.30 a.m. (CET).

NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the general meeting shall:

  1. be entered in the shareholders’ register maintained by Euroclear Sweden AB, as of Friday, 14 December 2018; and
  2. notify their intention to participate in the general meeting at address AddLife AB (publ.), Box 3145, SE-103 62 Stockholm, Sweden, or by telephone +46 (0)8 420 038 30, by e-mail to info@add.life, or via the Company’s website, www.add.life/en/investors/corporate-governance/general-meeting/, no later than by Friday, 14 December 2018. Such notice must contain the shareholder’s name, personal identification number or organization number, address, telephone number, the number of shares as well as any attending counsel, maximum two.

Personal data obtained from the share register maintained by Euroclear Sweden AB, notice of attendance at the general meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the general meeting and, should the occasion arise, the minutes of the meeting. Personal data are processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) applicable from 25 May 2018.

Trustee-registered shares
Shareholders whose shares are registered under a trustee must temporarily register their shares in their own name in order to exercise their voting rights at the general meeting. Such changes in registration must be completed as of Friday, 14 December 2018.

Proxy
Should participation be by proxy by virtue of power of attorney, the shareholder shall issue a written, dated and signed power of attorney together with any documents verifying authority. Proxies for legal entities must also enclose a certified copy of a registration certificate or an equivalent document verifying authority. A copy of the power of attorney and any registration certificate should, well in advance before the general meeting, be sent to the Company at the above address. The original version of the power of attorney shall also be presented at the general meeting. The Company provides a proxy form to shareholders, and this form is available at the Company’s website www.add.life/en/investors/corporate-governance/generalmeeting/ at the latest on 28 November, 2018.

PROPOSED AGENDA

  1. Opening of the general meeting
  2. Election of chairman of the general meeting
  3. Preparation and approval of voting list
  4. Approval of the board of directors’ proposed agenda.
  5. Election of one or two persons to approve the minutes
  6. Determination of whether the general meeting has been duly convened
  7. Approval of the board of directors’ resolution on an issue in kind of B-shares.
  8. Approval of the board of directors’ resolution on a preferential rights issue
  9. Closing of the general meeting

The board of directors’ proposal for resolution regarding article 7-8

7. Approval of the board of directors’ resolution on an issue in kind of B-shares.

The Company entered into, on 26 November 2018, an agreement with the direct and indirect owners of the Austrian company Biomedica Medizinprodukte GmbH, reg. no FN 33709 y (”Biomedica”) that the Company will acquire, directly and indirectly, all shares in Biomedica. Biomedica is to 70.00 percent owned by StDuPhHe Beteiligungs GmbH, reg. no FN 499840 i (”StDuPhHe”), which in turn is owned by Herbert Kejda (indirect shareholding in Biomedica of 14.00 percent), Stefan Marenzi (indirect shareholding in Biomedica of 35.70 percent), Douglas Marenzi (indirect shareholding in Biomedica of 10.15 percent) and Philipp Marenzi (indirect shareholding in Biomedica of 10.15 percent) (the ”Shareholders”). The remaining 30.00 percent of the shares in Biomedica is to 10.00 percent owned by PUKA Privatstiftung, reg. no FN 142309 d and to 20.00 percent owned by HADRIAN Privatstiftung, reg. no FN 177964 m (the ”Foundations”). The acquisition of Biomedica is made by the Company through (i) acquisition of 100.00 percent of the shares in StDuPhHe from the Shareholders and thus indirectly 70.00 percent of the shares in Biomedica, and (ii) direct acquisition of 30.00 percent of the shares in Biomedica from the Foundations. The Shareholders and the Foundations together constitute all sellers of the shares in Biomedica (the ”Sellers”).

The agreed purchase price for the transferred shares shall be executed by means of the Sellers (i) receiving a cash payment equivalent to EUR 29,225,562, and (ii) subscribing to and receiving new B-shares in the Company equivalent to EUR 9,741,854. The agreement is, among other things, subject to the condition that the general meeting approves on the issue in kind in accordance with the board of directors’ resolution. Further information and background to the acquisition of Biomedica is stated in the Company’s press release on 26 November 2018.

In view of the above, the board of directors’ proposes that the extra general meeting on 20 December 2018, resolves to approve on the issue in kind of B-shares on the following conditions:

  1. The highest number of B-shares that the Sellers have the right to subscribe is equivalent to, in accordance with an agreement with the Sellers, EUR 9,741,854 and is calculated by dividing EUR 9,741,854 with the volume-weighted average share price (according to the official price list on Nasdaq Stockholm where the Company’s B-shares is traded) for B-shares in the Company from 29 November 2018 until 12 December 2018 (the “Average Price”). The Average Price will be converted from SEK to EUR based on the European Central Bank’s average SEK-EUR exchange reference rate for the period 29 November 2018 to 12 December 2018.
  2. The Company’s share capital may be increased by not more than SEK 1,125,278 through a rights issue of not more than 552,409 B-shares.
  3.  The above limit for the increase in share capital and number of shares is decided with the consideration that fluctuations in the share price of the Company’s B-shares and currency fluctuations may occur, as well as on the assumption that EUR 9,741,854 will be paid through a rights issue of B-shares. Assuming that the subscription price per share that the Sellers are entitled to subscribe (as calculated in Section 1 above) amounts to SEK 214 (the price paid for the Company’s B-share on Nasdaq Stockholm on 21 November 2018) and  that the exchange rate of SEK 1 amounts to about EUR 0.1 (the European Central Bank’s SEK-EUR exchange reference rate on 21 November 2018) the Company’s share capital would increase by SEK 956,487 through a rights issue of 469,548 B-shares.
  4. The right to subscribe for new B-shares shall only vest in the Sellers, with the right and obligation to pay for the new B-shares with capital contributed in kind consisting of shares in Biomedica equivalent to EUR 9,741,854.
  5. Subscription of new B-shares in the Company shall be made on a subscription list within ten (10) calendar days from the date of the general meeting’s resolution on the rights issue.
  6. Payment for subscribed B-shares in the Company shall be executed in connection with the allotment by contribution of the capital contributed in kind, described above in Section 4, to the Company, however, not later than ten (10) calendar days from the date of the general meeting’s resolution on the rights issue.  
  7. The board of director’s shall be entitled to extend the subscription period and time for payment.
  8. The new B-shares shall entitle to dividends as from the first time on the record date for dividends that occurs following when the B-shares have been recorded in the share register maintained by Euroclear Sweden AB and when the registration of the rights issue at the Swedish Companies Registration Office has been made.
  9. The board of directors’, or a person appointed by the board of directors’, shall be authorized to make the minor formal adjustments of the rights issue resolution that may be required in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

The resolution is valid only if approved by the general meeting and supported by shareholders holding more than half of the votes cast.

8. Approval of the board of directors’ resolution on a preferential rights issue
    
On 26 November 2018, the board of directors’ of the Company resolved on a preferential rights issue for existing shareholders subject to the subsequent approval of the general meeting. The rights issue is expected to bring an issue payment of approximately SEK 500 million before issue costs.

In view of the above, the board of directors’ proposes that the extra general meeting on 20 December 2018, resolves to approve the board of directors’ resolution on a rights issue of shares with preferential rights for existing shareholders on the following conditions:

  1. The board of directors’ will resolve, by no later than 23 January 2019, on the amount by which the Company’s share capital shall be increased, the number of shares that shall be issued and the subscription price that shall be paid for each new share. The subscription price and subscription terms shall be the same for each A-share as for each B-share.
  2. In order for B-shares originating through acquisition based on outstanding call options issued by the Company to be entitled to participate in the rights issue, the acquisition must be executed by no later than 30 January 2019.
  3. The record date for receiving subscription rights shall be 30 January 2019.
  4. Each holder of A-shares and B-shares has a preferential right to subscribe for new shares of the same class of shares in proportion to the number of shares previously held by such holder (primary preferential right). Shares not subscribed for with primary preferential right should be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares so offered is less than the number subscribed for with subsidiary preferential right, the shares shall be allotted among the subscribers in proportion to the number of exercised subscription rights and, to the extent this is not possible, by lot. A sale of a subscription right transfer the primary preferential right as well as the subsidiary preferential right to the new holder of the subscription right. In addition, shareholders and the general public are offered to subscribe for shares without primary and secondary preferential right. Allotment shall be made in proportion to the number of shares each one subscribed for and, to the extent that this is not possible, by lot.
  5. Subscription of shares with primary subscription right shall be made by cash payment to an account designated by the Company during the period from 1 February 2019 up to and including 15 February 2019. Subscription of shares without primary preferential right shall be made on a subscription list during the period from 1 February 2019 up to and including 15 February 2019. Payment for shares subscribed for on a subscription list shall be paid by cash to an account designated by the Company by no later than 26 February 2019. The board of directors’ shall have the right to extend the subscription period and the time of payment.
  6. The new shares shall entitle to dividends as from the first time on the record date for dividends that occurs following when the shares have been recorded in the share register maintained by Euroclear Sweden AB and when the registration of the rights issue at the Swedish Companies Registration Office has
  7. The board of directors’, or a person appointed by the board of directors’, shall be authorized to make the minor formal adjustments of the rights issue resolution that may be required in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

The A-shares are subject to a conversion clause in accordance with Chapter 4 Section 6 of the Swedish Companies Act and that the resolution is valid only if approved by the general meeting and supported by shareholders holding more than half of the votes cast.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the board of directors’ and the managing director shall, if any shareholder so request and the board of directors deem that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda and circumstances that could affect the assessment of the Company’s financial situation.

OTHER
The board of directors’ complete proposals pursuant to article 7-8 above and documents pursuant to Chapter 13 Section 6, 7 and 8 of the Swedish Companies Act will be available at the Company by 28 November 2018, at the above address and on the Company’s website www.add.life/en/investors/corporate-governance/generalmeeting/ and sent to shareholders who registered for the general meeting or reported that they want information via separate mail.

As of 26 November 2018, there were a total of 24,617,093 shares in the Company, of which  1,011,766 A-shares and 23,605,327 B-shares, representing a total of 33,722,987 votes.


The board of directors’
AddLife AB (publ)


AddLife AB (publ), Box 3145, SE-103 62, Stockholm, Sweden, tel. +46 (0)8-420 038 30, www.add.life, info@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 sector, mainly in the Nordic region. AddLife has about 600 employees in some 30 operating subsidiaries. The group currently has net sales of around SEK 2.5 billion. AddLife shares are listed on NASDAQ Stockholm.

This information is information that AddLife AB (publ.) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was issued for publication on 26 November 2018 at 14:03 p.m. CET.