Annual General Meeting of Addtech AB 25 August 2022
Resolutions at today’s Annual General Meeting (“AGM”) of Addtech AB (the “Company”), and the ensuing statutory Board of Directors Meeting, included, inter alia, the following:
Dividend
A dividend of SEK 1.80 per share was declared. Record date for the dividend was confirmed to be Monday, 29 August 2022. The dividend is expected to be remitted by Euroclear Sweden AB on Thursday, 1 September 2022.
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
The members of the Board of Directors and the President were discharged from liability for the financial year 2021/2022.
Board of Directors
The AGM resolved, in order with the Nomination Committee’s proposal, that the Board of Directors shall consist of six Board members.
As Directors, Kenth Eriksson, Henrik Hedelius, Ulf Mattsson, Malin Nordesjö, Annikki Schaeferdiek and Niklas Stenberg were re-elected.
Kenth Eriksson was re-elected to serve as Chairman of the Board of Directors.
At the statutory Board of Directors Meeting, the entire Board of Directors, except Niklas Stenberg, the managing director, was elected to constitute the Company’s Audit Committee. The Chairman of the Board of Directors Kenth Eriksson and Malin Nordesjö were designated to constitute the Company’s Remuneration Committee.
Board of Directors’ fees
The AGM resolved, in accordance with the Nomination Committee’s proposal, of SEK 1,200,000 to the Chairman of the Board, SEK 475,000 to each of the other Board members appointed by the Annual General Meeting who are not employed by the Company and additionally SEK 100,000 to each member of the Remuneration Committee. Total fees amount to SEK 3,300,000.
Auditor
The AGM resolved that auditor fees will be paid according to approved invoice. The AGM re-elected KPMG AB as auditor.
Approval of remuneration report
The AGM resolved in accordance with the Board of Directors’ proposal to approve the remuneration report.
Issuing call options for bought-back shares and the transfer of bought-back shares to management personnel
The AGM resolved, in accordance with the Board of Directors’ proposal, in deviation from the shareholders' preferential rights, to offer approximately 100 members of management personnel within the Addtech Group to acquire call options on up to 1,000,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 8 September 2025 to 10 June 2026 inclusive, corresponding to approximately 0.4 percent of the total number of shares and approximately 0.3 percent of the total number of votes in the Company.
The purchase price for shares upon exercise of the options shall correspond to 120 percent of the volume-weighted average of the price paid for the Company’s B shares on Nasdaq Stockholm during the period from 26 August 2022 to 8 September 2022. The Company has the right to repurchase the call options by the holder if the holder does not wish to use all acquired call options and has notified the Company about this. Acquisition of options shall occur at a price which at the time was equivalent to no more than the market value.
Furthermore, the AGM resolved to transfer, to the option holders, 1,000,000 of the Company's repurchased shares in conjunction with the possible exercise of the call options.
Repurchase and transfer of own shares
The AGM resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to acquire and sell shares in the Company, on one or more occasions, such authorisation to remain valid until the next AGM. The purpose of such repurchases is to allow for adjustments of the Group’s capital structure and to enable the Company to make future acquisitions of companies or businesses with payment in the Company’s own shares. By holding shares in treasury, the Company is also assuring its obligations under the share based incentive programs resolved at the AGM 2019, AGM 2020 and AGM 2021 and the call option Scheme resolved at today’s AGM.
Acquisitions shall be made on Nasdaq Stockholm at a price within the price range registered at any given time, which is the interval between the highest purchase price and the lowest sale price. Repurchases of own shares is limited so that the Company's holding of own shares at any given time does not exceed 10 percent of the total number of shares outstanding in the Company.
Sale of shares held in treasury shall be possible to make with or without preferential rights for existing shareholders, but not via Nasdaq Stockholm. Sales may be made to finance acquisition of companies or businesses.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to exercise the authorisation given to it by the AGM held 25 August 2022 to repurchase shares in the Company.
Since before, Addtech AB holds 3,168,272 class B shares in treasury, equivalent to approximately 1.2 percent of the total number of shares outstanding, and approximately 0.8 percent of the votes. The total number of shares outstanding in Addtech AB, including shares held in treasury by the Company, is 272,793,984.
New issue of up to 5 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 5 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 in cash, 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 5 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.
Information about the AGM
Information about the AGM is available at the Company’s website in the menu Investors/Corporate Governance/Annual General Meeting.
Stockholm, 25 August 2022
Addtech AB (publ)
Board of Directors
For further information, contact
Niklas Stenberg, President and CEO, +46 8 470 49 00
Addtech is a technical solutions group that provides technological and economic value added in the link between manufacturers and customers. Addtech operates in selected niches in the market for advanced technology products and solutions. Its customers primarily operate in the manufacturing industry and infrastructure. Addtech has about 3,500 employees in more than 140 subsidiaries that operate under their own brands. The Group has annual sales of more than SEK 14 billion. Addtech is listed on Nasdaq Stockholm.
This information is information that Addtech AB (publ) is obliged to make public pursuant to Nasdaq Stockholm rulebook for issuers. The information was submitted for publication, through the agency of the contact person set out above, on 25 August 2022 at 4.00 p.m. CEST.