Notice to the Annual General Meeting in Lime Technologies AB (publ)
Lime Technologies AB (publ), 556953-2616, holds an annual general meeting on Monday 29 April 2019 at 17.30 p.m. (CET) on Grev Turegatan 30 in Stockholm, Sweden. The entrance to the meeting will open at 16.45 p.m. (CET).
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 April 2019; and
- give notice of attendance to the company no later than on Tuesday 23 April 2019.
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 email to email@example.com. The notice of attendance must state name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).
SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the general meeting, 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 April 2019. 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 April 2019. 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, 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, 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)).
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
a) on adoption of the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet
b) on the disposition of the company’s profit or loss as shown in the adopted balance sheet
c) on discharge from liability of members of the board 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 management
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 proposes a dividend of SEK 1 per share and that Thursday 2 May 2019 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 May 2019 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 six 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 200,000 to the chairman of the board of directors and SEK 125,000 to each of the board members. If the board of directors establishes an audit committee, 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 and SEK 25,000 to each of the members.
Item 10: Election of the board of directors
It was noted that the board member Maria Wasing declined re-election.
The nomination committee proposes that Peter Larsson, Anders Nilsson, Marléne Forsell and Anders Fransson be re-elected as members of the board of directors for the period until the close of the annual general meeting 2020. The nomination committee also proposes that Malin Ruijsenaars and Martin Henriksson be elected as members of the board of directors for the period until the close of the annual general meeting 2020.
Moreover, the nomination committee proposes that Peter Larsson be re-elected as chairman of the board of directors for the period until the close of the annual general meeting 2020.
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 2020. 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 management
The board of directors proposes that the following guidelines for remuneration to the senior management be applied for the period until the end of the annual general meeting 2020.
General principles for the remuneration and other terms and conditions
In these guidelines, senior executives means the managing director and the management for the company and the group. Information regarding the composition can be found at investors.lime-technologies.com/en/.
The purpose of these guidelines is to ensure that the company can attract, motivate and retain senior executives with the competence and experience required to achieve the company’s goals. The remuneration shall be on terms which are competitive and at the same time in line with the shareholders’ interests. Remuneration to senior executives consists of a fixed and, for some senior executives, variable remuneration and potential incentive programs. The company’s senior executives are also entitled to pension benefits in accordance with ITP1 and the company makes pension provisions for the senior executives. These components are intended to ensure a balanced remuneration package, which reflects individual competence, responsibilities and performance, both in the short and long term, and the company’s overall results.
The senior executives’ fixed remuneration shall be competitive and based on the individual senior executive’s competence, responsibilities and performance. A revision of the fixed remuneration shall be made on a yearly basis every calendar year.
Senior executives shall receive variable remuneration in addition to the fixed remuneration.
The yearly variable remuneration shall be cash based and be based on predetermined and measurable performance criterias for each respective senior executive which aim to promote the company’s long term value creation. The performance criterias shall be determined and documented on a yearly basis. The yearly variable remuneration varies depending on the performance from no variable remuneration to a remuneration equivalent to four months’ salary (applies to all senior executives except for one senior executive whose primary function is own sales and who has a sales commission of up to ten months’ salary according to his current contract of employment). Fixed remuneration refers to fixed cash salary earned during the year, excluding pensions, benefits and similar.
The company has the right to recover variable remuneration if it turns out that the accounts contains material errors.
The general meeting shall be able to decide on long-term share- and share price related incentive programs aimed at, amongst other, the senior executives. Such incentive programs shall be designed with the purpose of aligning the interests of the participant with those of the shareholders and to promote the participants’ holding of shares in the company.
The company offers other benefits to senior executives. Such other benefits may include, for example, wellness grants (Sw. friskvårdsbidrag), mobile phone, company car and travel expenses.
Termination and severance pay
The maximum notice period for senior executives during which salary will still be paid is 9 months. No severance is paid.
Deviations from the guidelines
The board of directors may deviate from these guidelines if there are special reasons to do so in a particular case. If the board of directors deviates from the guidelines, the reasons for the deviation shall be presented at the next annual general meeting.
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 2020, 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 per cent (10%) 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.
The resolution in accordance with item 15 demands support by at least 2/3 of both the votes present and casted at the general meeting in order to be valid.
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, 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 March 2019
Lime Technologies AB (publ)
The board of directors
For more information, contact:
Lime Technologies AB (publ)
Magnus Hansson, CFO / +46 708-55 55 40 / firstname.lastname@example.org
Johan Holmqvist, Head of Investor Relations / +46 708-37 66 77 / email@example.com
The information was submitted for publication, through the agency of the contact person set out above, at 16:20 CET on March 26, 2019.
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 230 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