NOTICE OF ANNUAL GENERAL MEETING IN SEAMLESS DISTRIBUTION AB (publ)
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 Thursday 20 April 2017 at 10.00 CEST in Elite Palace’s office premises, Gästrikesalen, address Elite Palace Hotell, S:t Eriksgatan 115, 100 31 Stockholm.
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 12 April 2017, and
- notify the Company of their intention to attend the Meeting no later than at 12.00 CEST on Wednesday 12 April 2017. The notification must be sent in writing to Seamless Distribution AB (publ), S:t Eriksgatan 121, 113 43 Stockholm, via e-mail to email@example.com 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.
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 power of attorney 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 12 April 2017. 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 58,765,305 issued shares and votes in the Company. Per the day of this notice, the Company holds 1,000,000 treasury shares.
- Opening of the Meeting
- Election of the chairman of the Meeting
- Drawing-up and approval of the voting list
- Approval of the agenda
- Election of at least one person to approve the minutes
- Resolution on whether the Meeting has been duly convened
- Presentation of the annual report and the audit report as well as the consolidated accounts and audit report on the consolidated accounts
- 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
- Resolution regarding appropriation of the Company’s results in accordance with the approved balance sheet
- Resolution regarding discharge from liability of the members of the Board of Directors and the CEO
- The Nomination Committee’s proposal and motivated statement regarding their proposal of Board of Directors
- Resolution on the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors
- Resolution on the remuneration that shall be paid to the members of the Board of Directors and the auditor
- Election of chairman and other members of the Board of Directors as well as auditors
- Resolution on guidelines for remuneration of the management
- Resolution on nomination committee for the next annual general meeting
- Resolution to authorise the Board of Directors to resolve upon issues of shares and/or warrants and/or convertibles
- Resolution to authorise the Board of Directors to acquire and sell treasury shares
- Resolution on stock options program and resolution to authorise the Board of Directors to issue warrants
- Resolution on amendment of the articles of association
- Resolution to authorise the Board of Directors to divest the subsidiary Seamless Distribution System AB
- Closing of the Meeting
THE NOMINATION COMMITTEE’S PROPOSALS
Seamless’ Nomination Committee, consisting of the chairman Pehr-Olof Malmström (representing Danske Bank Capital AB), Hein Pretorius (the Chairman of the Board of Directors), Stefan de Hevesy (representing Peter Fredell), Franco Danesi (representing Investment AB Kinnevik) and Gunnar Jardelöv (representing himself), proposes the following.
Chairman of the Meeting (item 2)
The Nomination Committee proposes Charlotte Levin (member of the Swedish bar) as the chairman of the Meeting.
Number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors (item 12)
It is proposed that, the Board of Directors shall consist of five (5) members without any deputy members. The number of auditors shall be one without deputies.
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. Further, it is proposed that the members of the Board of Directors are to be reimbursed for reasonable travel expenses in connection with meetings of the Board of Directors. 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 and auditors (item 14)
It is proposed that, for the period until the end of the next Meeting, Peter Fredell, Robin Saunders and Tomas Klevbo are re-elected and John Lunghurst, also proposed as Chairman of the Board of Directors, and Petra Sas are newly-elected as member of the Board of Directors.
John's background spans 30 years of global manufacturing/defence/media industry investments, geo-political and defence/cyber advisory, and hands-on experience advising and running small growth companies. He has worked with James Capel & Co and UBS (1986-1996), Capital Group Companies of Los Angeles, one of the world's top-10 investment management companies by equity assets, (1996-2011), was first equity research Director at PIMCO, one of the world's top-5 largest active investment asset managers, (2011-2013).
Since leaving investment management services, John has maintained his global network in defence/cyber via his proprietorship of a leading defence/aerospace advisory company, Tangent Link, his role in Israel Japan Advisors, and regular papers/speeches on geo-strategic/cyber issues. John is also a Board member of the Cyber Policy Institute in Estonia. He Chairs and advises on the growth, management and funding challenges of a range of small companies in UK, Estonia and Norway, covering industries including; optical technology, beverages, defence, agri-tech and storage solutions. In 2012, John was voted by Defence News (America’s leading defence industry publication) as one of the top-100 most influential people in the U.S. Defence industry.
Petra Sas has held various positions within the Swedish financial industry for the past 18 years. Petra is currently CEO at Remium Nordic, a financial services company specialised in small and medium sized companies in Sweden, and she is also a Board Member of the Swedish Securities Dealers Association (SSDA).
Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor for a term of four years. It should be noted that Nicklas Renström will be the auditor in charge.
Nomination Committee for the next 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 2018 as for the annual general meeting 2017. 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 2017 and request that they each appoint one member of the Nomination Committee. If any such shareholder declines to exercise its right to appoint a member of the Nomination Committee the thereafter largest shareholder recorded in the register of shareholders or otherwise known to the Company, that has not already appointed a member of the Nomination Committee, shall be asked to do so, etc. The Nomination Committee consists 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 of the Nomination Committee resign from the committee before it has submitted its proposal, a successor shall, if considered necessary, be named by the shareholder who appointed the resigning member. If the shareholder that appointed the resigning member no longer is among the four largest shareholders recorded in the register of shareholders or otherwise known to the Company, the largest shareholder recorded in the register of shareholders or otherwise known to the Company that has not already appointed a member of the Nomination Committee, shall be entitled to appoint a successor.
The Nomination Committee shall elect a chairman among its members. However, the Chairman of the Board of Directors 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 the chairman of the Nomination Committee is, shall be announced on the Company’s webpage at the latest six months prior to the annual general meeting 2018.
The Nomination Committee shall submit proposals regarding 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 is also to submit proposals for the election and fees of the auditor.
The mandate is valid until a new Nomination Committee has been appointed. No remuneration is to be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to upon request receive personnel resources such as secretarial services from the Company, and to charge the Company with costs for recruitment consultants and related travel if deemed necessary.
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 remuneration of the management shall be in line with current market practice. The remuneration of the management shall consist of fixed salary, variable remuneration, pension and certain other customary benefits. The category “senior executives” consists of members of the Company's group management.
Fixed salary and variable remuneration
The fixed salary, which is individual and differentiated considering responsibility and performance, is determined based on market principles and is revised annually. Variable remuneration shall be linked to predetermined and measurable criteria based on the Company's earnings and sales. These criteria are designed with the aim of promoting long-term value creation.
Variable compensation is conditional upon fulfilment of annually determined targets. These targets are related to the Company's earnings and to measurable goals within the individual’s area of responsibility. The annual variable salary may not exceed 100 percent of the fixed annual salary. Variable compensation may also be paid in the form of shares in the Company through participation in share-based incentive programs including offers for the acquisition of stock options and / or warrants.
Pension and other benefits
The basic principle concerning pension arrangements shall be that conditions are in accordance with market practice in the country where the senior executive is domiciled. The retirement age for senior executives varies depending on local practice. For the CEO, the Company shall allocate an amount equal to 18 percent of the pension-bearing yearly salary for pension and insurance solutions. Pensions and benefits for all other senior executives shall follow local practice regarding pension agreements or equivalent. Other pension allocations are made in accordance with local practice, after approval by HR and the CEO.
Other benefits such as company car, health insurance, etc. shall be determined by what is considered reasonable in relation to market practice and, where such benefits exist, only as a limited portion of total remuneration.
Termination of employment and severance pay
The notice period for the CEO shall be twelve months, and for other senior executives three to six months. Neither the CEO, nor the other senior executives are entitled to severance pay upon termination.
The members by the Board of Directors, appointed by the general meeting, shall in individual cases be granted remuneration for assignments within their specific field of competence, which is in addition to their board assignment. The total remuneration, for these assignments, shall correspond to the prevailing market conditions as well as be approved by the Board of Directors.
The Board of Directors is entitled to deviate from these guidelines in individual cases should special justifications exists. If any deviation occurs, information with regard to the deviation as well as the reason to the deviation shall be reported at the next Meeting.
The corporate governance report included in the annual report pertaining to 2016 contains a description of existing guidelines for remuneration of the management for 2016.
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 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 20 million 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, in a fast and efficient way, enable financing of the Company’s operations, acquire companies, businesses or parts thereof or broadening the ownership structure 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 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 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 on one or more occasions to transfer the Company’s own shares on Nasdaq Stockholm or in connection with the acquisition of companies, businesses or parts thereof. The purpose of the proposed authorisations is to provide the Board of Directors with greater opportunities to affect the Company’s capital structure and enable the Company to finance acquisitions with treasury shares.
Resolution on stock options program and resolution to authorise the Board of Directors to issue warrants (item 19)
The Board of Directors proposes that the Meeting resolves to adopt a stock option plan (the “Plan”) for senior executives and other key employees in the group. The Plan will consist of one series, series 2017/2020, and will encompass a maximum of 5 million stock options.
The purpose of the Plan is to attract, retain and motivate employees of the Seamless group, provide competitive remuneration packages and to align the interests of the senior executives and key employees with the interests for Seamless business. Against this background, the Board of Directors is of the opinion that the adoption of the Plan as set out above will have a positive effect on the Seamless group future development and thus be beneficial for both the Company and its shareholders.
According to the Plan, the Company will allot the stock options to employees in the group, free of charge. The stock options may not be transferred or pledged and as a main rule the stock options may only be exercised if the holder is still employed within the group. Each stock option entitles the employee to acquire one share in Seamless for an exercise price set at 120 per cent of the volume weighted average price of the Seamless share for ten trading days after 1 July 2017. The stock options will vest following the publication of the interim report for the period January - March 2020 and may be exercised each quarter until publication of the interim report for the period January - March 2022.
For senior executives, the vesting of stock options will be conditional upon fulfilment of financial and operational targets as determined by the Board of Directors. The targets are related to the Company's earnings and to measurable goals within the individual’s area of responsibility designed with the aim of promoting long-term value creation. The results hereof will be published in the Company’s annual report for 2020 and on the Company’s web site.
The Board of Directors, with the assistance of the Company’s remuneration committee, shall be responsible for preparing the detailed terms and conditions of the Plan, in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Seamless group, or its operating environment, would result in a situation where the decided terms and conditions for the allotment and vesting of stock options under the Plan become irrelevant. Furthermore, if special reasons are at hand, the Board of Directors may resolve that options can be kept and exercised even though the employment within the group has ceased, by example due to illness or if the participant maintains other assignments for the group.
The Plan is proposed to comprise up to 5 million stock options. The participants will be divided into two different groups for the purpose of resolving on the grant of options:
- The CEO of the Company is entitled to not more than 1.5 million stock options.
- Other senior executives and other key employees employed in the group are each entitled to not more than 500,000 stock options.
Granting of stock options will only be allowed to the extent the number of options under this Plan does not exceed 5 million stock options.
To ensure the delivery of shares under the Plan, the Board of Directors proposes that, with deviation from the shareholders’ preferential rights, the Board of Directors is authorised to, at one or more occasions, resolve to issue not more than 5 million warrants. The warrants will be issued without consideration and may only be subscribed by the subsidiary The Mollet AB. Exercise of all warrants to be issued to secure the obligations under the Plan corresponds to a dilution of 7.8 per cent of all shares and votes outstanding in the Company.
Resolution on amendment of the articles of association (item 20)
The Board of Directors proposes that the Meeting resolve on amendment of the articles of association of the Company, whereby the share capital and the number of shares in the Company will be changed so the share capital shall be not less than SEK 25,000,000 and not more than SEK 100,000,000 and the number of shares shall be not less than 50,000,000 and not more than 200,000,000.
Resolution to authorise the Board of Directors to divest the subsidiary Seamless Distribution System AB (item 21)
The Board of Directors proposes that the Meeting resolves to authorise the Board of Directors to divest the Company’s wholly owned subsidiary Seamless Distribution Systems AB (“SDS”).
The divestment is envisaged to be carried out either (i) through a purchase offer and subsequent listing of the SDS share on Nasdaq First North, whereby the Company’s shareholders are granted purchase rights (Sw. Inköpsrätter) for shares in SDS pro rata in relation to their holdings in the Company; or (ii) to a third-party buyer, subject to the purchase price of all outstanding shares in SDS being higher than what the Board of Directors, with support from its advisors, has estimated as the fair trading value of the SDS shares upon listing.
More information and background to the Board’s proposal and financial figures for the Company excluding SDS and for SDS as an independent unit will be held available on the Company’s website, www.seamless.se.
A resolution in accordance with item 17, 18 and 20 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.
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 2016, as well as the complete proposals 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 Meeting. Further, the Nomination Committee’s motivated statement will be available at the address stated above as well as at the web page stated above at least four weeks before the 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 2017
Seamless Distribution AB (publ)
The Board of Directors
This information is information that Seamless Distribution AB (publ) is obliged to make public pursuant to the EU Market. Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 04.40 p.m. CET on March 22, 2017.
Seamless Distribution AB, Box 6234, 102 34 Stockholm | Visiting address: St Eriksgatan 121 D | Org. no: 556610-2660 Phone: 08-564 878 00 | Fax: 08-564 878 23 | www.seamless.se