Notice of Annual General Meeting in Lime Technologies AB (publ)

Lime Technologies AB (publ), reg. no. 556953-2616, holds an annual general meeting on Monday, 29 June 2020 at 15.00 p.m. (CET) on Kungsbroplan 1 in Stockholm, Sweden. The entrance to the meeting will open at 14.30 p.m. (CET).

Precautionary measures in relation to the annual general meeting due to Covid-19

Lime Technologies cares about the health of our shareholders and employees. Due to the risk of transmission of Covid-19, Lime Technologies is acting to minimize this risk.

The duration of the annual general meeting will be kept as short as possible, and no refreshments will be offered. The company’s chief executive officer will keep his presentation at the general meeting as brief as possible. A recording of the speech will be available on the company’s website after the meeting.

Furthermore, the general meeting will be recommended to resolve to not allow guests or others, that are not entitled by law to be present at the meeting, to attend the general meeting. Lime Technologies’ board of directors, senior executives and other employees will only attend to the extent required.

In order to reduce the number of participants at the general meeting, Lime Technologies recommends the shareholders to, if possible, exercise their voting rights at the general meeting by voting in advance by so called postal voting pursuant to the Swedish Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.

Lime Technologies is closely monitoring the developments and will, if necessary, publish further measures in relation to the general meeting on its website.

RIGHT TO PARTICIPATE AND NOTICE OF ATTENDANCE

Those who wish to attend the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday, 23 June 2020; and

• give notice of attendance to the company no later than on Tuesday, 23 June 2020.

Notice of attendance may be given in writing to Lime Technologies AB (publ), Att. Annual General Meeting, Sankt Lars väg 46, 222 70 Lund, Sweden, or by e-mail to magnus.hansson@lime.tech. The notice of attendance must state name or company name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).

VOTING BY POST

In order to reduce the risk of spreading the Covid-19 infection, Lime Technologies will give the shareholders the possibility to vote remotely by post. A postal voting form will be available on Lime Technologies’ website at investors.lime-technologies.com/en. If a shareholder wish to exercise his or her voting rights through postal voting before the annual general meeting, the completed form, including any annexes, shall be received by Lime Technologies no later than on Thursday, 25 June 2020. If the shareholder is a legal entity, a valid registration certificate or other equivalent authorisation document must be enclosed with the form. The same applies if the shareholder is postal voting through a proxy.

The shareholder cannot give any instructions other than by marking one of the stated alternatives, “Yes” or “No”, for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid. If the shareholder wishes to abstain from voting in respect of any item, do not mark any box for such item.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Lime Technologies will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

If the shareholder attends the annual general meeting (itself or by proxy) the postal vote will not be counted since it is assumed that the shareholder will exercise its rights while attending the annual general meeting.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

To be entitled to participate in the general meeting, or vote remotely by post, those having their shares registered in the name of a nominee must, in addition to give notice of attendance, have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on Tuesday, 23 June 2020. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS

Those who do not attend the general meeting in person may exercise his or her rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.

To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the company at the address above no later than on Tuesday, 23 June 2020. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted proxy form does not suffice as a notice of attendance.

A template proxy form is available on the company’s website at investors.lime-technologies.com/en.

For information on how personal data is processed in connection with the annual general meeting, see the privacy note available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

NUMBER OF SHARES AND VOTES

At the date the notice is issued, the total number of shares in the company is 13,283,481, which corresponds to a total of 13,283,481 votes. The company does not hold any treasury shares.

SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION

Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

PROPOSED AGENDA

1. Opening of the meeting

2. Election of chairman of the meeting
3. Preparation and approval of voting register
4. Approval of agenda
5. Election of one or two persons to verify the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Resolution:

1. on adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet

2. on the disposition of the company’s profit or loss as shown in the adopted balance sheet
3. on discharge from liability of members of the board of directors and the managing director

8. Determination of the number of members of the board of directors to be elected

9. Determination of the fees to be paid to the board of directors
10. Election of board of directors
11. Determination of fees to be paid to the auditor
12. Election of auditor
13. Resolution on the nomination committee
14. Resolution on guidelines for remuneration to the senior executives
15. Resolution on authorisation of the board of directors to issue shares
16. Closing of the meeting

Item 2: Election of chairman of the meeting

The nomination committee proposes that the chairman of the board of directors Peter Larsson be elected chairman of the annual general meeting.

Item 7 b): Resolution on the disposition of the company’s profit or loss as shown in the adopted balance sheet

The board of directors, in accordance with the proposal set out in the annual report, proposes a  dividend of SEK 1.50 per share. Following the uncertainties brought about by the spread of the novel coronavirus COVID-19, Lime Technologies’ board of directors is continuously monitoring the situation, and the proposed disposition of earnings may change prior to the annual general meeting.

The board of directors further proposes that Wednesday, 1 July 2020, is the record day for the dividend. If the annual general meeting resolves in accordance with the board of directors’ proposal, payment of the dividend is expected to be made on Tuesday, 7 July 2020, through Euroclear Sweden AB.

Item 8: Determination of the number of members of the board of directors to be elected

The nomination committee proposes that five board members be elected.

Item 9: Determination of the fees to be paid to the board of directors

The nomination committee proposes that the total fees to be paid to the board members elected by the annual general meeting for the period until the next annual general meeting shall be SEK 1,000,000 (SEK 825,000 last year), with SEK 300,000 (SEK 200,000) to the chairman of the board of directors and SEK 175,000 (SEK 125,000) to each of the board members. The nomination committee proposes that the additional fees to be paid to each of the members for the period until the next annual general meeting, shall be SEK 40,000 to the chairman of the audit committee and SEK 25,000 to each of the members.

Item 10: Election of the board of directors

It was noted that the board member Anders Nilsson declined re-election.

The nomination committee proposes that Peter Larsson, Marléne Forsell, Anders Fransson, Malin Ruijsenaars and Martin Henricson be re-elected as members of the board of directors for the period until the close of the annual general meeting 2021.

Moreover, the nomination committee proposes that Martin Henricson be elected as chairman of the board of directors for the period until the close of the annual general meeting 2021.

Item 11: Determination of fees to be paid to the auditor

The nomination committee proposes that the fees to the auditor be paid against approved account.

Item 12: Election of auditor

The nomination committee proposes that the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected as auditor for the period until the close of the annual general meeting 2021. Öhrlings PricewaterhouseCoopers AB has announced that, if the annual general meeting resolves in accordance with the nomination committee’s proposal, Ola Bjärehäll will be appointed auditor-in-charge (Ola Bjärehäll is the current auditor-in-charge for the company).

Item 13: Resolution on the nomination committee

The nomination committee proposes that the annual general meeting vote in favour of the following instruction for the nomination committee.

The chairman of the board of directors shall contact the three largest shareholders, in terms of voting rights, listed in the shareholders’ register maintained by Euroclear Sweden AB as of the last business day in August the year before the annual general meeting is held. The three largest shareholders shall each be offered an opportunity to appoint a representative who will constitute the nomination committee until a new nomination committee has been appointed. Should any of these shareholders decline to exercise their right to appoint a representative, the right will be extended to the next largest shareholder. The nomination committee may co-opt the chairman of the board of directors to the nomination committee.

The chair of the nomination committee shall be the member representing the largest shareholder in terms of voting rights, unless the members unanimously agree on another chair. However, the chair of the nomination committee may not be a member of the board of directors.

The majority of the members of the nomination committee shall be independent in relation to the company and its management. Neither the managing director nor any other member of the company’s management may be a member of the nomination committee. At least one of the members of the nomination committee must be independent in relation to the company’s largest shareholder in terms of voting rights, or group of shareholders who cooperates in terms of the company’s management. Members of the board of directors shall not constitute a majority of the members of the nomination committee. If more than one member of the board of directors is a member of the nomination committee, only one of them may be dependent in relation to the company’s largest shareholder.

The members of the nomination committee shall receive no remuneration. If necessary, the company shall cover reasonable costs for external consultants which the nomination committee deems necessary to perform its duties.

The composition of the nomination committee shall be announced by separate press release as soon as the nomination committee has been appointed and no later than six months before the annual general meeting. The information shall also be available on the company’s website, where it shall also be explained how shareholders may submit proposals to the nomination committee.

A member of the nomination committee shall step down if the shareholder by whom they were appointed no longer is one of the three largest shareholders, after which a new shareholder in order by size shall be offered the opportunity to appoint a member. Such offer only needs to be extended to the next three shareholders in order by size. In the absence of special circumstances, however, no changes shall be made to the composition of the nomination committee if only minor changes in the number of votes have occurred or if the changes occur later than three months before the annual general meeting. In the event a member resigns from the nomination committee before its work is completed, such shareholder who appointed the member shall be entitled to appoint a new member to the nomination committee, provided the shareholder still is one of the three largest shareholders in terms of voting rights who are represented in the nomination committee.

The nomination committee is entitled, if deemed appropriate, to co-opt a member who is appointed by a shareholder who, after the constitution of the nomination committee, has become one of the company’s three largest shareholders and who is not already represented in the nomination committee. Such co-opted member does not take part in decisions made by the nomination committee.

Item 14: Resolution on guidelines for remuneration to the senior executives

The Board of Directors of Lime Technologies AB (publ) (the “Company”) proposes that the Company shall apply the following guidelines for executive remuneration agreed after the Annual General Meeting 2020. These guidelines do not apply to any remuneration resolved upon or approved by the general meeting. Thus, share-based incentive programs and remuneration to the board of directors resolved on by general meetings are outside the scope of these guidelines. 

Senior executives

For the purposes of these guidelines, senior executives include the Chief Executive Officer and executives who report to the Chief Executive Officer and are members of the Group Management.

General remuneration principles

In short, the Company’s business strategy is to be a comprehensive CRM expert that offers a powerful and flexible SaaS platform, which leads to a loyal customer base and a profitable business model, strong cash flow and profitable growth.

For more information, please refer to the Company’s Annual Reports and the Company’s website at www.lime-technologies.com.

A prerequisite for implementing the Company’s business strategy, safeguard its long-term interests, including sustainability, is that the Company can recruit and retain qualified employees. The Company should therefore offer conditions of employment, including remuneration, that enable attracting and retaining senior executives with the competence and experience required to achieve the Company’s goals. The remuneration shall be based on terms that are competitive and in line with market terms.

When evaluating whether these guidelines and the limitations set out herein are reasonable, the Board of Directors (including the Remuneration Committee) has considered the total remuneration of all employees of the Company including the various components of their remuneration as well as the increase and growth rate over time.

Principles for fixed and variable remuneration

The remuneration covered by these guidelines may consist of fixed basic salary, variable cash salary, pension and other benefits. In addition the general meeting may decide on, inter alia, long-term incentive programs.

Principles for fixed base salary

Each senior executive shall receive a fixed base salary. The fixed base salary shall be in line with market terms, be competitive and shall take into account the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.

Fixed base salary may not amount to more than eighty-five (85) per cent of the total remuneration, assuming that full variable cash salary, pension benefits and other benefits are paid (if there is no variable cash salary, pension benefits or other benefits, the fixed basic salary will constitute the entire remuneration).

Principles for variable remuneration

Variable remuneration shall be based on how well the Company meets its financial targets for organic growth and EBITDA. The variable remuneration shall reflect the key drivers for pursuing the Company’s strategy, long-term interests and sustainable business practices. To which extent the criteria for awarding variable remuneration have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. The performance criteria shall be determined and documented on a yearly basis.

For each senior executive (except for senior executives whose main responsibility is own sales), variable remuneration may amount to a maximum of twenty-five (25) per cent of total remuneration if full variable remuneration, pension benefits and other benefits are paid. For senior executives whose main responsibility is own sales, the total remuneration may amount to a maximum of eighty (80) per cent of the total remuneration if full variable remuneration, pension benefits and other benefits are paid.

The Company has the right to recover variable remuneration if it turns out that the Company’s accounts contain material errors.

Pension

Senior executives shall have pension terms and pension levels that are in line with market terms. The pension benefits shall be premium based. Variable remuneration shall only constitute a basis for pension benefits if it follows from provisions in the applicable collective bargaining agreement. Unless applicable collective bargaining agreements state otherwise, pension benefits may amount to a maximum of thirty (30) per cent of the fixed salary for each senior executive and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of twenty (20) per cent of the total remuneration.

Other benefits

The Company offers other benefits to senior executives such as company car and health insurance. The benefits shall be in line with market terms and the costs of such benefits may, for each senior executive, amount to a maximum of eight (8) per cent of the fixed basic salary and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of five (5) per cent of the total remuneration.

Termination notice and severance pay

Employment agreements entered into between the Company and senior executives shall, as a principal rule, apply until further notice. If the Company terminates the employment of a senior executive, the notice period may not exceed twelve (12) months. Severance pay shall only be paid upon termination by the Company and shall not exceed the amount of the agreed fixed basic salary during the notice period. The notice period shall not exceed six (6) months and no severance shall be payable upon the senior executive’s own termination of his or her employment.

Decision-making process

The Board of Directors has appointed a Remuneration Committee to prepare the Board’s proposal for guidelines. Based on the recommendation of the Remuneration Committee, the Board shall, when the need arises for significant changes to the guidelines, at least every four years, prepare guideline proposals to be presented at the Annual General Meeting. The guidelines shall apply to each commitment of remuneration to senior executives, and to any change in such commitment, that is decided after the Annual General Meeting at which the guidelines were adopted. The guidelines thus have no effect on previously binding contractual obligations. Other General Meetings than the Annual General Meetings may amend the guidelines.

The Remuneration Committee shall also monitor and evaluate the application of these guidelines, ongoing and completed programs for variable remuneration to senior executives and the Company's remuneration structures and remuneration levels.

Within the scope and on the basis of these guidelines, the Board of Directors shall, based on the remuneration committee's preparation and recommendations, annually decide on the specific revised remuneration terms for each individual senior executive and also make other decisions on remuneration to senior executives that may be required. The Chief Executive Officer and the other senior executives do not participate in the Board of Directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.

Deviation from these guidelines

The Board of Directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for such deviation and if the deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, it is part of the Remuneration Committee’s tasks to prepare the Board’s decision on remuneration matters. This includes decisions on deviations from the guidelines. Deviations shall be reported and justified annually in the remuneration report.

Item 15: Resolution on authorization of the board of directors to issue shares

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, on one or more occasions before the annual general meeting 2021, resolve on issues of shares against payment in cash, with provisions of payment in kind or set-off of claims or other conditions, and carried out with or without deviation from the shareholders’ preferential rights. The purpose of the authorisation and the possibility to deviate from the shareholders’ preferential rights is to provide the board of directors’ flexibility in financing and facilitating an accelerated expansion and development of the company in accordance with its adopted strategy.

The authorisation is limited so that the board of directors cannot resolve on issues of shares resulting in issued shares exceeding ten (10) per cent of the total amount of shares in the company at the time of the resolution on the authorisation. If issues of shares are carried out with deviation from the shareholders’ preferential rights, the issues shall be made at market terms and conditions.

The board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.

MAJORITY REQUIREMENTS

The resolution in accordance with item 15 demands support by at least two-thirds of both the votes present and casted at the general meeting in order to be valid.

DOCUMENTS

The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company and on the company’s website at investors.lime‑technologies.com/en as well as be sent free of charge to shareholders who so request and provide their name and address.

* * *

Stockholm in May 2020

Lime Technologies AB (publ)The board of directors

For more information, contact:

 Lime Technologies AB (publ)  
 

Magnus Hansson, CFO / +46 708-55 55 40 / magnus.hansson@lime.tech
Lars Andersson, Head of Investor Relations /+46 704-33 53 83 / lars.andersson@lime.tech

The information was submitted for publication, through the agency of the contact person set out above, at 09:00 CET on May 28, 2020.    

About Lime

Lime helps businesses all over the Nordics to become better at customer care. The company develops and sells digital products for ”Customer Relationship Management”, development and management of customer relationships. Lime was founded in 1990 and has 250 employees. The company has offices in Lund, Stockholm, Gothenburg, Oslo, Copenhagen and Helsinki. Their customers include everything from sole traders to large organisations. www.lime-technologies.com