Notice of the Annual General Meeting of Formpipe Software AB (publ)

Mon, Mar 27, 2023 08:45 CET

The shareholders of Formpipe Software AB (publ), company reg. no. 556668-6605, (the “Company”) are hereby invited to attend the Annual General Meeting (“AGM”) to be held on Thursday, 27 April 2023 at 17.00 at the Company’s premises at Sveavägen 168, Stockholm.

The Board has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to § 11 in the Company’s Articles of Associations.Therefore, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy.

Participation by postal voting

Shareholders who wish to participate at the AGM by postal voting must:

both be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday, 19 April 2023, and
notify their intention to participate by submitting their postal vote in accordance with the instructions below, on Friday, 21 April 2023 at the latest.

A special form must be used for the postal vote. The form for postal voting is available on the Company’s website www.formpipe.se and can also be sent by mail to shareholders at the request by e-mail to proxy@computershare.se. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance. Completed and signed forms for postal voting shall be sent by mail to Computershare AB, ”Formpipe Software AB’s AGM 2023”, Box 5267, 102 46 Stockholm, Sweden and must be received by Computershare AB on Friday 21 April 2023 at the latest. Postal voting form may also be submitted electronically by verification through BankID in accordance with instructions at the Company’s website www.formpipe.se or by sending the completed form for postal voting by e-mail to proxy@computershare.se together with power of attorney and other documentation of authority. Shareholders may not add special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM’s secretariat prior to the opening of the AGM.

Participation in person

Shareholders who wish to participate in the AGM in person must:

both be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday, 19 April 2023, and
notify their intention to participate to the Company, at the address Computershare AB, ”Formpipe Software AB’s AGM 2023”, Box 5267, 102 46 Stockholm, Sweden, by e-mail to proxy@computershare.se (state ”AGM 2023” in the subject line), or by telephone +46 771 246 400, on Friday, 21 April 2023 at the latest. When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.

Participation by proxy

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company’s website, www.formpipe.se. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

Nominee-registered shares

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 19 April 2023. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 21 April 2023 will be considered when preparing the share register.

Number of shares and voting rights

At the time of issue of this notice, there are a total of 54,217,825 outstanding shares and votes in the Company. The Company does not hold any treasury shares.

Proposed Agenda

The Board’s proposal for the agenda for the AGM:

Opening of the AGM and election of Chairperson of the AGM
Establishment and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Determination whether the AGM has been duly convened
Report from the chief executive officer
Presentation of the annual accounts and the consolidated financial statements
Presentation of the auditor’s report and the auditor’s report in respect of the consolidated financial statements
Resolution on the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
Resolution on allocation of the Company’s results according to the adopted balance sheet
Resolution on discharge from liability for the members of the Board of Directors and the chief executive officer
Determination of the number of Board members and auditors
Determination of the remuneration for Board members and the auditor
Election of Board members and the Chairperson of the Board and election of the auditor
Determination of principles for appointment of the Nomination Committee and instruction to the Nomination Committee
The Board’s proposed resolution on approval of the Remuneration Report
The Board’s proposed resolution to authorise the Board to resolve on issues of shares and/or convertibles
The Board’s proposed resolution to authorise the Board to acquire and dispose of treasury shares
The Board’s proposed resolution to authorise the Board to re-purchase warrants
Closing of the AGM

Election of Chairperson of the AGM (item 1)

The Nomination Committee ahead of the AGM 2023, consists of Marika Svärdström (Chairperson of the Nomination Committee) representing Martin Bjäringer, Alcur Select and Alcure, Erik Ivarsson until 2 February 2023 when Emil Hjalmarson replaced him, both representing AB Grenspecialisten, Celia Grip representing Swedbank Robur Microcap. Annikki Schaeferdiek has, in her capacity as Chairperson of the Board, been co-opted to the Nomination Committee.

The Nomination Committee proposes that the AGM elects the Company’s Chairperson of the Board Annikki Schaeferdiek, or the person appointed by the Nomination Committee if she is prevented, as Chairperson of the AGM.

The Board’s proposal to resolve on allocation of the Company’s results according to the adopted balance sheet (item 10)

The Board proposes that the result for the year shall be carried forward and that no dividend shall be paid for the financial year 2022.

The Nomination Committee’s proposal regarding election of Board members, Chairperson of the Board, auditor and remuneration (items 12-14)

The Nomination Committee proposes the following:

Item 12 – That the Board shall consist of six (6) members, including the Chairperson of the Board. That the number of auditors shall be one accounting firm without deputies.

Item 13 – That the remuneration is set to SEK 450,000 (unchanged) for the Chairperson of the Board and SEK 200,000 (unchanged) each for the other the members of the Board that are elected by the General Meeting and are not employees in the Company. The total remuneration to the Board thus totals SEK 1,450,000 (unchanged). The remuneration includes work in the Audit and Remuneration Committees. Fees for the auditor are proposed to be paid in accordance to invoice.

Item 14 – That the AGM resolves to re-elect Annikki Schaeferdiek, Åsa Landén Ericsson, Martin Bjäringer, Peter Gille and Johan Stakeberg as members of the Board, and to elect Erik Ivarsson as new member of the Board. Peter Lindström has declined re-election. As the Chairperson of the Board it is proposed that the AGM elects Annikki Schaeferdiek.

Erik Ivarsson (born 1992) is a trustee and analyst at AB Grenspecialisten and is also a board member of Generic Sweden AB. Erik Ivarsson holds a bachelor’s degree in economics. Erik Ivarsson, or closely related to him, does not hold any shares in the Company. Erik Ivarsson is further independent in relation to the Company and its executive management, but not in relation to the Company’s major shareholder.

More detailed presentation of all other proposed individuals is available on the Company’s website, www.formpipe.se.

That the AGM, in accordance with the Remuneration Committee’s recommendation, resolves to re-elect the auditing firm PricewaterhouseCoopers AB as the auditors of the Company until the end of the AGM held in 2024. PricewaterhouseCoopers AB has announced that it intends to appoint the authorised auditor Erik Bergh as the principal auditor.

The Nomination Committee´s proposal regarding principles for appointment of the Nomination Committee and instruction to the Nomination Committee (item 15)

The Nomination Committee proposes that the AGM adopts the following principles for the appointment of the Nomination Committee and instruction to the Nomination Committee to apply until the general meeting resolves otherwise.

The Nomination Committee shall consist of representatives for the four largest shareholders or shareholder groups in terms of votes (this refers to shareholders whose shares are registered directly or in the name of a nominee) in accordance with Euroclear Sweden AB's share register as of the last trading day in September of the current year and other reliable information the Company has received as of this date. These shareholders each appoint a representative who will form the Nomination Committee for the period until a new Nomination Committee is appointed. The Chairperson of the Board shall be co-opted to the Nomination Committee.

The Chairperson of the Board is responsible for convening the Nomination Committee to its first meeting. If a Nomination Committee with four members appointed by the shareholders cannot be convened after contact has been made with the ten largest shareholders or shareholder groups in terms of votes in the Company, the Nomination Committee may constitute of the three members appointed by the shareholders and the Chairperson of the Board (co-opted). The majority of the members of the Nomination Committee shall be independent of the Company and its management. At least one of the members of the Nomination Committee shall be independent in relation to the Company's largest shareholder or group of shareholders in terms of votes who cooperate on the Company's management. The CEO or another person of the management shall not be a member of the Nomination Committee.

The Nomination Committee appoints a Chairperson of the Nomination Committee within itself. The Chairperson of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder or shareholder groups in terms of votes. The Chairperson of the Board or other Board member shall not be Chairperson of the Nomination Committee. The composition of the Nomination Committee must be announced no later than six months before the AGM.

Shareholders who has appointed a member to the Nomination Committee has the right to dismiss such member and appoint a new member to the Nomination Committee. In the event that a member of the Nomination Committee resigns or is prevented from carrying out his/her assignment, the remaining members, among the Company’s shareholders, shall be able to appoint a suitable replacement for the Nomination Committee for the remaining mandate. A member of the Nomination Committee must make his place as a member of the Nomination Committee available if the shareholder who appointed this member no longer is one of the four (or three, if applicable, in accordance with the above) largest shareholder or group of shareholders in the Company, after which the next shareholder or group of shareholders in terms of size shall be offered the opportunity to appoint a member. However, unless there are special reasons, no changes shall take place in the composition of the Nomination Committee if only minor changes in the number of votes have taken place or if the change occurs later than two months before the AGM. Changes in the composition of the Nomination Committee must be announced on the Company’s website as soon as such change have occurred.

The Nomination Committee is tasked with, ahead of the AGM, submitting proposals for election of Chairperson of the AGM, number of Board members, election of Chairperson and other members of the Board, fees to the Board and any committee fees, election of the Company’s auditor, fee to the Company’s auditor and new principals for appointment of the Nomination Committee. The Nomination Committee shall evaluate this instruction yearly and if necessary, propose amendments to the instruction to the AGM. The Nomination Committee shall otherwise fulfil the duties that is required by the Nomination Committee in accordance with the Swedish Corporate Governance Code.

The Nomination Committee’s proposal for the AGM will be presented in the notice to the general meeting and on the Company’s website.

If necessary, the Company, shall be responsible to cover reasonable costs for the Nomination Committee’s work and for external consultants deemed necessary by the Nomination Committee in order for the Nomination Committee to be able to fulfill its assignment.

The members of the Nomination Committee receive no compensation from the Company. The Nomination Committee’s mandate shall extend until a new Nomination Committee is appointed.

The Board’s proposed resolution on approval of the Remuneration Report (item 16)

The Board proposes that the AGM approves the Board’s Remuneration Report for 2022 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. The Remuneration Report will be posted on the Company’s website, www.formpipe.se.

The Board’s proposed resolution to authorise the Board to resolve on issues of shares and/or convertibles (item 17)

The Board proposes that the AGM authorises the Board to, within the limits of the articles of association, until the next AGM, on one or more occasions, resolve to issue new shares and/or convertibles. The Board is proposed to be authorised to resolve on issues to the extent that the Company's share capital may be increased by an amount equal to not more than 10 percent of the registered share capital at the time of the 2023 AGM. The purpose of the issues shall be to acquire or finance acquisitions of all or parts of companies or businesses, through issue with or without deviation from the shareholders preferential rights, or through payment in kind or by set-off of claims or on other terms. The issues shall be made at market terms less the discount that may be required to achieve sufficient subscription interest.

The Board or someone the Board appoints is proposed to be entitled to make minor changes to the resolution above that may be required by the registration thereof with the Swedish Companies Registration Office or Euroclear Sweden AB.

For valid resolution, in accordance with the Board’s proposal above, it is required that the proposal is supported by shareholders with at least two thirds of both the votes casted and the shares represented at the AGM.

The Board's proposed resolution to authorise the Board to acquire and dispose of treasury shares (item 18)

The Board proposes that the AGM authorises the Board, for the period until the next AGM, on one or more occasions, to acquire and/or dispose of the Company's shares on the following principal conditions.

Purchases may be made of as many shares that the Company's holding does not exceed 10 percent of all shares of the Company. Purchases shall be made on Nasdaq Stockholm at a price within the current registered price interval being the interval between the highest bid and lowest ask price. Payment shall be made in cash.

Transfer of shares may take place on Nasdaq Stockholm at a price within the current registered price range, and beyond Nasdaq Stockholm, with or without deviation from the shareholders preferential rights and with or without provisions in kind or by set-off rights and other conditions, to be used as full or part payment for acquisition of companies or businesses. Transfer may be made of all or part of the Company's holding of treasury shares at the time of the Board's resolution.

The purpose of the authorisation is to enable the Board to adjust and improve the capital structure of the Company in order to create increased shareholder value and to dispose of shares in connection with financing of any company and business acquisitions by paying all or part of the purchase price with the Company's treasury shares. In the latter case, the Company may for example, when acquiring a company, use the shares held in treasury as payment of the purchase price and thereby creating a greater community of interest between the seller and the Company in its future operations, without diluting the existing shareholders’ holdings.

The Board’s proposed resolution to authorise the Board to re-purchase warrants (item 19)

The Board proposes that the AGM authorises the Board, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price (which shall be based on the volume weighted average price of the Company share for a period close to the period for repurchase), up to 50 percent of the total of 500,000 warrants issued as resolved by the AGM 2020 (maximum number of warrants that can be repurchased is thus 250,000). The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the Company for SEK 29.95 per share during the period from and including 15 May 2023 up to and including 26 May 2023.

The Board proposes that the AGM authorises the Board, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price (which shall be based on the volume weighted average price of the Company share for a period close to the period for repurchase), up to 50 percent of the total of 500,000 warrants issued as resolved by the AGM 2021 (maximum number of warrants that can be repurchased is thus 250,000). The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the Company for SEK 42.53 per share during the period from and including 13 May 2024 up to and including 24 May 2024.

A repurchase of the warrants as above shall be conditional upon each individual warrant holder who wish to have warrants repurchased using an equivalent amount of the invested warrants to subscribe for new shares. Oversubscription is thus not possible. Example: If the warrant holder wishes to have 50 percent of warrants held repurchased, the warrant holder must use the remaining 50 percent of his warrants to subscribe for new shares. If the warrant holder wishes to have 25 percent of its warrants repurchased, the warrant holder must use at least 25 percent of the total number of held warrants to subscribe for new shares.

The Board shall be authorised to resolve on the terms of implementation and the administrative measures that may be required to implement this resolution.

The purpose of the repurchase is to limit the dilution of the Company's shares while the warrant holders are offered an opportunity to receive the value of the warrant. Repurchased warrants are to be held in the Company's custody and expire without being transferred.

Other

Shareholders may request that the Board and the CEO provides information about conditions that may affect the assessment of an item on the agenda for the AGM, conditions that may affect the assessment of the Company's or its subsidiaries’ financial situation and the Company’s relationship with other group companies. The Board and the CEO shall provide such information at the AGM if it can be done without material injury to the Company.

Accounting documents and audit report, the Board’s remuneration report, the auditor’s opinion on the application of the guidelines for remuneration to senior executives, the Board's complete proposals for resolutions under items above and other documents in accordance with the Companies Act will be made available on the Company's office, address as above, and on the Company website www.formpipe.se at the latest from Thursday, 6 April 2023. Copies of those documents are also sent free of charge to those shareholders who so request and provide their postal addresses. The documents will also be available and presented at the AGM.

Processing of personal data

For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Formpipe Software AB (publ)

Stockholm in March 2023

The Board

This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.

This information is insider information that Formpipe Software AB (publ) is obliged make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above, at 08.45, 27 March 2023

Read the report and more via this link:

For additional information, contact:

Christian Sundin
President and CEO of Formpipe
+46 705 67 73 85
christian.sundin@formpipe.com

This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.

Formpipe builds valuable relationships between data and people. Driven by our core values, since 2004 we have developed premium software that provides you with the right information, in the right context, at the right time. We help over 5,500 clients worldwide to digitize and automate business processes. Together with our customers and partners, we co-create a digital society where people thrive. We have offices in Sweden, Denmark, United Kingdom, USA and Germany. Formpipe Software is a publicly listed company on Nasdaq Stockholm.

Notice of the Annual General Meeting of Formpipe Software AB (publ)

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