Annual General Meeting of Addtech AB 29 August 2019
Resolutions at today’s Annual General Meeting (“AGM”) of Addtech AB (the “Company”), and the ensuing statutory Board of Directors Meeting, included the following:
A dividend of SEK 5.00 per share was declared. Record date for the dividend was confirmed to be Monday, 2 September 2019. The dividend is expected to be remitted by Euroclear Sweden AB on Thursday, 5 September 2019.
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 2018/2019.
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, Anders Börjesson, Eva Elmstedt, Henrik Hedelius, Kenth Eriksson, Ulf Mattsson, Malin Nordesjö and Johan Sjö were re-elected.
Anders Börjesson was re-elected to serve as Chairman of the Board of Directors.
At the statutory Board of Directors Meeting, the entire Board of Directors was elected to constitute the Company’s Audit Committee. The Chairman Anders Börjesson and Eva Elmstedt 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 3,060,000.
The AGM resolved that auditor fees will be paid according to approved invoice. The AGM re-elected KPMG AB as auditor.
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 300,000 of the Company's bought-back class B shares. These entitle to acquire the corresponding number of shares during the period from 5 September 2022 to 2 June 2023 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. Acquisition of options shall be effected at market price.
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 30 August 2019 to 12 September 2019. 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 30 August 2019 until 12 September 2019, 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, 300,000 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 2016, AGM 2017 and AGM 2018 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 29 August 2019 to repurchase shares in the Company.
Since before, Addtech AB holds 993,418 class B shares in treasury, equivalent to 1.5 percent of the total number of shares outstanding, and 1.0 percent of the votes. The total number of shares outstanding in Addtech AB, including shares held in treasury, is 68,198,496.
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, 29 August 2019
Addtech AB (publ)
Board of Directors
For further information, contact
Niklas Stenberg, President and CEO, +46 8 470 49 00
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 29 August, 2019 at 4.00 p.m. (CET).