NOTICE OF ANNUAL GENERAL MEETING IN SEAMLESS DISTRIBUTION AB (publ)
Stockholm, 2014-03-10 07:50 CET (GLOBE NEWSWIRE) --
The shareholders of Seamless Distribution AB (publ) ("Seamless" or the "Company") are hereby summoned to the annual general meeting (the "Meeting") to be held on Tuesday 8 April 2014 at
10.00 CET in the conference hall "Galleriet" at Hotell Norrtull, address S:t Eriksgatan 121, Stockholm. Enter either at S:t Eriksgatan 119 or S:t Eriksgatan 121.
Right to participate at the Meeting
To be entitled to participate at the Meeting, shareholders shall
- be recorded in the register of shareholders maintained by Euroclear Sweden AB (the Central Securities Deposit) on Wednesday 2 April 2014, and
- notify the Company of their intention to attend the Meeting no later than at 12.00 CET on Wednesday 2 April 2014. The notification must be sent in writing to Seamless Distribution AB (publ), St: Eriksgatan 121, 113 43 Stockholm, via e-mail to info@seamless.se or per facsimile to +468‑564 878 23.
When notifying the Company of its intention to attend the Meeting, shareholders shall provide their name, social security number/ company registration number, shareholding, address, daytime telephone number and, where applicable, information regarding advisors (a maximum of two allowed) and, where applicable, information regarding proxy.
Proxies
Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, however maximum five years from issuance. If such authorisation is issued by a legal entity, a certified copy of a certificate of registration or similar must be attached. The original authorisation and certificate of registration, where applicable, should be sent to the Company well in advance of the Meeting to the address stated above. A proxy form is available on the Company's website www.seamless.se or is sent to shareholders who so request.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Wednesday 2 April 2014. Shareholders are requested to inform their nominees in good time prior to this date.
Number of shares and votes
Per the date of this notice there are in aggregate 41,910,274 issued shares and votes in the Company. Per the day of this notice, the Company does not hold any treasury shares.
Proposed Agenda
1. Opening of the Meeting
2. Election of the chairman of the Meeting
3. Drawing-up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Resolution on whether the Meeting has been duly convened
7. Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts for the financial year 2013
8. Resolution regarding adoption of the profit and loss statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
9. Resolution regarding appropriation of the Company's results in accordance with the approved balance sheet
10. Resolution regarding discharge from liability of the members of the Board of Directors and the Managing Director
11. The Nomination Committee's proposal and motivated statement regarding their proposal of Board of Directors
12. Resolution on the number of members and deputy members of the Board of Directors
13. Resolution on the remuneration that shall be paid to the members of the Board of Directors and the auditor
14. Election of chairman and other members of the Board of Directors
15. Resolution on guidelines for remuneration of the management
16. Resolution on nomination committee for the next annual general meeting
17. Resolution to authorise the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles
18. Resolution to authorise the Board of Directors to acquire and sell treasury shares
19. Resolution to issue warrants
20. Closing of the Meeting
THE NOMINATION COMMITTEE'S PROPOSALS
Seamless' Nomination Committee, consisting of the chairman Stefan de Hevesy (representing Peter Fredell), Michael Sundin (the Chairman of the Board of Directors), Kent Carlbom (representing himself), Andre Vatsgar (representing Danske Bank) and Voria Fattahi (representing Kinnevik), proposes the following.
Chairman of the Meeting (item 2)
The Nomination Committee proposes that Michael Sundin, Chairman of the Board of Directors, shall be elected chairman of the Meeting.
Number of members of the Board of Directors (item 12)
It is proposed that, the Board of Directors shall consist of five (5) members without any deputy members.
Remuneration to be paid to the members of the Board of Directors and the auditor (item 13)
It is proposed that remuneration to the Board of Directors shall be paid in an aggregate amount of SEK 1,700,000, of which SEK 500,000 shall be paid to the Chairman and SEK 400,000 shall be paid to each of the other members of the Board of Directors. However, Peter Fredell, shall not receive any remuneration in his capacity as member of the Board of Directors as he also serves as CEO of the Company. It is proposed that no remuneration shall be paid for committee work. Auditor's fees are proposed to be paid as per current account. If possible from a tax perspective, and provided that it is cost neutral to the Company, it is proposed that a member of the Board of Directors may invoice the fees for the board work, through a company owned by the member of the Board of Directors. If a member of the Board of Directors invoices the Company through a company, the remuneration shall be increased to cover statutory social security contributions and value added tax in accordance with applicable law.
Election of Chairman and other members of the Board of Directors (item 14)
It is proposed that Michael Sundin shall be re-elected as Chairman of the Board of Directors. Further, it is proposed that Peter Fredell, Robin Saunders, Omar M Cordes and Martin Börresen shall be re-elected as members of the Board of Directors.
Nomination Committee for the next annual general meeting (item 16)
The Nomination Committee proposes that the Meeting shall resolve to adopt the same principles for the appointment of a Nomination Committee for the annual general meeting 2015 as for the Meeting. This entails that the Chairman of the Board of Directors shall contact the four largest shareholders recorded in the register of shareholders or otherwise known to the Company, as per 1 August 2014 and encourage them to appoint a member of the Nomination Committee each. If any such shareholder chooses not to exercise its right to appoint a member, the right shall pass on to the shareholder who, after the aforementioned shareholder, has the largest registered or in other ways known shareholding, and has not already appointed a member of the Nomination Committee. The Nomination Committee shall consist of these four members together with the Chairman of the Board of Directors, thus, the Nomination Committee shall consist of a total of five members.
Should one member leave the Nomination Committee before its work is completed, if considered necessary, the shareholder who appointed the resigning member, or if such shareholder is no longer one of the four largest registered shareholders, the largest shareholder among the four largest registered shareholders who has not designated a member of the Nomination Committee, shall appoint a successor.
The Nomination Committee shall elect a chairman among itself; the Chairman or any other member of the Board of Directors may not be appointed chairman of the Nomination Committee. The names of the members of the Nomination Committee together with information regarding who is the chairman of the Nomination Committee shall be announced on the Company's webpage at the latest six months prior to the annual general meeting 2015.
The Nomination Committee shall submit proposals for the Chairman of the Board of Directors and other members of the Board of Directors, fees and other remuneration for each member of the Board of Directors. The Nomination Committee shall also submit proposals for the election and remuneration of auditors.
The mandate is valid until a new Nomination Committee has been appointed. Compensation shall not be paid to the members of the Nomination Committee.
THE BOARD OF DIRECTOR'S PROPOSALS
Resolution regarding appropriation of the Company's results in accordance with the approved balance sheet (item 9)
The Board of Directors proposes that no dividend is paid to the shareholders and that the Company's results are carried forward.
Resolution regarding guidelines for remuneration of the management (item 15)
The Board of Directors of Seamless' proposes that the guidelines for remuneration of the management and other employees which were resolved upon at the annual general meeting 2013 shall remain valid unaltered.
Authorisation of the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles (item 17)
The Board of Directors of Seamless proposes that the Meeting authorises the Board of Directors to, prior to the next annual general meeting, on one or several occasions, with or without deviating from the shareholder's preferential rights, resolve to issue new shares and/or warrants and/or convertibles resulting in a maximum increase of 10,000,000 shares in the Company. The Board of Directors shall have the right to resolve that shares and/or warrants and/or convertibles shall be paid for in kind or on conditions set out in Chapter 2 Section 5 paragraph 1 — 3 and 5 of the Swedish Companies Act or that shares and/or warrants and/or convertibles shall be subscribed for by way of set-off. The purpose of the authorisation is to enable the financing of the operations and acquisitions of companies, businesses or parts thereof, to enable financing of acquisitions of companies, businesses or parts thereof with equity instruments and to enable a broadening of the ownership of the Company.
Authorisation of the Board of Directors to acquire and sell treasury shares (item 18)
The Board of Directors proposes that the Meeting authorises the Board of Directors to for the period up until the next annual general meeting pass a resolution on one or more occasions on purchasing so many shares that the Company's holding does not at any time exceed 10 percent of the total number of shares in the Company. The purchase of shares shall take place on the NASDAQ OMX Stockholm and may only occur at a price within the share price interval registered at that time, where share price interval means the difference between the highest buying price and lowest selling price. Furthermore, it is proposed that that the Meeting authorises the Board of Directors to resolve to transfer the Company's own shares as payment in connection with acquisitions of companies or businesses, at a price within the share price interval registered at that time. The purpose of the authorisation is to provide the Board of Directors with greater opportunities to affect the Company's capital structure.
Resolution to issue warrants (item 19)
The Board of Directors proposes that the Meeting resolves to issue a maximum of 2,000,000 warrants. Each warrant entitles to subscription of one share in the Company. The warrants are proposed to be issued in two different tranches (Series I and II) in a maximum amount of 500,000 warrants in Series I and 1,500,000 warrants in Series II. For warrants in Series I, the share price for a share which is subscribed for through the warrants shall amount to 200 per cent of the volume weighted average stock market price for the Company's share for the period 9 April 2014 up to and including 25 April 2014, however, not less than the share's quota value and for shares in Series II the share price for a share which is subscribed for through the warrants shall amount to 150 per cent of the volume weighted average stock market price for the Company's share for the period 9 April 2014 up to and including 25 April 2014, however, not less than the share's quota value. The warrants shall be used for subscription of shares up to and including August 2017.
The right to subscribe for the warrants for the Subsidiary shall reside upon the Company's subsidiary the Mollet AB, which shall transfer the warrants to present and future employees in the Company group in Sweden, the United Kingdom and the United States or persons who perform work for the Company group corresponding to a full time employment (below jointly referred to as the "Employees") The CEO is not entitled to take part in the program. The warrants shall be transferred to their market value (the option premium) or free of charge in accordance with the following principals.
Employees in Sweden may each acquire 150,000 warrants from Series I to an amount corresponding to the market value at the acquisition time and Employees in the United Kingdom or United States of America may obtain a maximum of 300,000 warrants free of charge from Series II. In connection with the acquisition of the warrants the participants will enter into an agreement with the Company entitling the Company to re-purchase the warrants to market value if the participant leaves his/her employment or gets terminated or wishes to dispose of the warrants in other ways than through subscription of shares.
If all 2,000,000 warrants are fully subscribed for, the increase of the Company's share capital will be 1,000,000, corresponding to approximately 4.88 per cent of the total share capital and votes after dilution. Considering all outstanding warrants under other warrant programs, the total dilution effect will amount to approximately 13.4 per cent. The program is expected to be cost neutral for the Company.
The reason for the proposal is to improve the possibilities for the Company to keep and employ new competent staff as well as to motivate existing staff to, through a personal investment, take part of and contribute to a positive value development for the Company's share for the time period which is covered by the suggested warrant program. The Board of Directors thinks that adapting a new warrant program in accordance with the above is beneficial to the Company group and the shareholders.
Other
A resolution in accordance with item 17, 18 is only valid where supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting and a proposal in accordance with item 19 is only valid where supported by not less than nine-tenths (9/10) of both the votes cast and the shares represented at the Meeting.
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The shareholders are reminded of their right to require information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The annual report and the auditor's report pertaining to the financial year 2013, as well as the complete proposals and the Nomination Committee's motivated statement will be held available at the Company's office on St: Eriksgatan 121 in Stockholm and on the Company's web page, www.seamless.se, at least three weeks before the annual general meeting. Copies of the documents will be sent to the shareholders who so request and who inform the Company of their postal address.
Stockholm in March 2014
Seamless Distribution AB (publ)
The Board of Directors
This information is such information that Seamless Distribution AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act. The information was released for publication on 10 March, 2014 at 07.50 am (CET).