Press release from the annual general meeting in Seamless on 21 April 2016

At the annual general meeting in Seamless in Stockholm today the shareholders resolved, in accordance with the proposed resolutions, upon the following:

Approval of profit and loss accounts and balance sheets, and discharge from liability for the board members and the managing director

The annual general meeting approved the profit and loss accounts and the balance sheets and resolved that the company’s aggregated results of SEK 59,628,055 shall be carried forward.

The board members and the managing director were discharged from liability for the financial year 2015.

Board of directors, fees to the board of directors and auditor

Re-election of Hein Pretorius as chairman of the board of directors and re-election of Peter Fredell, Robin Saunders, Kristin Berdan and election of Tomas Klevbo for the time until the end of the next annual general meeting.

The annual general meeting resolved that fees to the board of directors shall be paid in accordance with the proposal of the nomination committee.

Nomination committee

The annual general meeting resolved to approve the proposed instructions and statutes for the nomination committee.

Guidelines for remuneration of the management

The annual general meeting resolved to approve the proposed guidelines for remuneration of the management.

Resolution to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles and to acquire and sell treasury shares

The annual general meeting resolved to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles in a maximum number of 15,000,000.

Further, the annual general meeting resolved to authorise the board of directors to acquire and sell treasury shares. The shares shall be repurchased on Nasdaq Stockholm at a price within the share price interval registered at that time and to the extent that the company’s holding of its own shares, on any occasion, does not exceed 10 percent of the total number of shares in the company. Transfers of treasury shares held by the company may be made on Nasdaq Stockholm or in connection with the acquisition of companies, businesses or parts thereof with a maximum of number of shares held by the company at the time of the board of director’s transfer resolution. Transfers on Nasdaq Stockholm shall be made only at a price within the price range registered at any given time, or, if in connection with acquisition of companies, businesses or parts thereof, on market terms, however, not to a price below the stock exchange rate.

Stock option plan

The annual general meeting resolved upon a stock option plan for senior executives and other key employees in the group and in total, the plan will encompass a maximum of 7 million stock options whereof Series I is for two years and Series II is for three years. The CEO is entitled to not more than 1.5 million stock options in Series I and 500,000 stock options in Series II. Other senior executives and other key employees employed in the group are each entitled to not more than 500,000 stock options in Series I and 350,000 stock options in Series II.

The exercise price for the stock options in Series I corresponds to 130 percent of the volume weighted average price of the Seamless share for ten trading days after the annual general meeting 2016 and the exercise price for the stock options in Series II corresponds to 140 percent of the volume weighted average price of the Seamless share for ten trading days after the annual general meeting 2016.

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 results hereof will be published in the company’s annual report for 2018 and 2019 respectively and on the company’s web site. To ensure the delivery of shares under the plan, the board of directors was authorised to, with deviation from the shareholders’ preferential rights, at one or more occasions, resolve to issue not more than 7 million warrants.

Complete information on each proposal adopted by the annual general meeting may be downloaded from www.seamless.se.

For further information, please contact
Peter Fredell, CEO, phone +46 8 564 878 00

About Seamless / SEQR
(se·cure) is Europe’s most used mobile payment solution in stores and online. SEQR enables anybody with a smartphone to pay in stores, at restaurants, parking lots and online, transfer money at no charge, connect loyalty programs, store receipts digitally and receive offers and promotions directly through one mobile app. Through the SEQR app, the user simply scans or taps a QR-code/NFC at check-out and approves the purchase by entering a PIN code. Fast, smooth and safe, SEQR’s digital payment solution enables merchants to lower interchange fees significantly compared to those charged by traditional card companies. SEQR’s unique transaction platform has been developed by Seamless, one of the world’s largest suppliers of payment systems for mobile phones.

Founded in 2001 and active in 35 countries, Seamless handles more than 3,7 billion transactions annually through 575 000 active sales outlets. 6 200 merchants have chosen SEQR including the largest grocery chains, fast food chains and national retailer chains in the markets where SEQR is established. Currently SEQR is established in Sweden, Finland, Romania, Belgium, Portugal, Netherlands, Germany, Spain, France, Italy, UK and US. In 2013, SEQR won the Mobile Money Deployment in Europe. Seamless is traded on Nasdaq Stockholm, under the SEAM ticker. www.seqr.com

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 21 April, 2016 at 12:00 pm (CEST).

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