Annual General Meeting of Addtech AB 28 August 2020
Resolutions at today’s Annual General Meeting (“AGM”) of Addtech AB (the “Company”), and the ensuing statutory Board of Directors Meeting, included the following:
Dividend
A dividend of SEK 4.00 per share was declared. Record date for the dividend was confirmed to be Tuesday, 1 September 2020. The dividend is expected to be remitted by Euroclear Sweden AB on Friday, 4 September 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
The members of the Board of Directors and the President were discharged from liability for the fiscal year 2019/2020.
Board of Directors
The AGM resolved, in order with the Nomination Committee’s proposal, that the Board of Directors shall consist of seven Board members.
As Directors, Eva Elmstedt, Henrik Hedelius, Kenth Eriksson, Ulf Mattsson, Malin Nordesjö and Johan Sjö were re-elected. Niklas Stenberg was elected as new Director.
Johan Sjö was 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 Johan Sjö and Malin Nordesjö were designated to constitute the Company’s Compensation Committee.
Board of Director’s fees
The AGM resolved, in order with the Nomination Committee’s proposal of SEK 740,000 to the Chairman of the Board and SEK 370,000 to each of the other Board members appointed by the Annual General Meeting who are not employed by the Company and additionally SEK 50,000 to each member of the Remuneration Committee. Total fees amount to SEK 2,690,000.
Auditor
The AGM resolved that auditor fees will be paid according to approved invoice. The AGM re-elected KPMG AB as auditor.
Guidelines on how members of the Nomination Committee are to be appointed and the assignment of the Nomination Committee
The AGM resolved to adopt guidelines on how members of the Nomination Committee are to be appointed and the assignment of the Nomination Committee in accordance with the proposal of the Nomination Committee.
Guidelines for remuneration to senior management
The AGM resolved to adopt the guidelines for compensation and other terms of employment for the President and other members of Group management in accordance with the proposal of the Board of Directors.
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 25 members of management personnel within the Addtech Group to acquire call options on up to 250,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 4 September 2023 to 5 June 2024 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 31 August 2020 to 11 September 2020. If, at the time of subscription, the share price of class B shares in the Company exceeds 200 percent of the average price during the period 31 August 2020 until 11 September 2020, the exercise price will be increased in increments of SEK 1 for every SEK that the price by the amount that exceeds 200 percent. 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, 250,000 of the Company's repurchased shares in conjunction with the possible exercise of the call options.
Repurchase 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 2017, AGM 2018 and AGM 2019 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 28 August 2020 to repurchase shares in the Company.
Since before, Addtech AB holds 942,918 class B shares in treasury, equivalent to approximately 1.4 percent of the total number of shares outstanding, and approximately 1.0 percent of the votes. The total number of shares outstanding in Addtech AB, including shares held in treasury, is 68,198,496.
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 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.
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 split of shares, whereby each existing Addtech share is divided into four new shares. The split 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 Wednesday, September 16, 2020. The new holding is expected to be visible on the shareholders' VP account or custody on Thursday, September 17, 2020.
The new ISIN codes for Addtech shares will be SE0014781787 for Class A shares and SE0014781795 for Class B shares. The last day for trading in shares with the old ISIN code is Monday, September 14, 2020. The first day for trading in shares with the new ISIN code is Tuesday, September 15, 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 68,198,496 shares to 272,793,984, of which 12,885,744 are Class A shares and 259,908,240 Class B shares.
Other amendments to the Articles of Association
In accordance with the proposal of the Board of Directors the AGM resolved that the Company shall amend the Articles of Association due to changes in legislation.
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, 28 August 2020
Addtech AB (publ)
Board of Directors
For further information, contact
Niklas Stenberg, President and CEO, +46 8 470 49 00
Addtech is a technology trading 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 3 000 employees in more than 130 subsidiaries that operate under their own brands. The Group has annual sales of more than SEK 11 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, the 28 August, 2020 at 3.40 p.m. (CET).