Notice of annual general meeting 2019 in Sportamore AB (publ)

NOTICE of annual general meeting in Sportamore AB (publ)

The shareholders of Sportamore AB (publ), reg. no. 556788-8614 ("Company"), are hereby convened to the annual general meeting on Monday 20 May 2019 at 16.00. The general meeting will be held at the Company's offices at Gustavslundsvägen 151 E in Bromma, Sweden.

The right to participate at the general meeting etc.

Shareholders who wish to participate at the annual general meeting shall i) be registered in the share register kept by Euroclear Sweden AB per Tuesday 14 May 2019, as well as ii) notify the Company of their intention to participate at the annual general meeting no later than by Tuesday 14 May 2019 by way of mail to Advokatfirma DLA Piper Sweden KB, "Sportamore", P.O. Box 7315, SE 103 90 Stockholm, Sweden or by e-mail to nicole.cai@dlapiper.com.

To be entitled to participate at the annual general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Tuesday 14 May 2019, when such registration shall have been executed.

The notification shall set out name, personal ID number/registration number, number of shares held and, when applicable, number of advisors which may not exceed two.

Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice of participation. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the general meeting. Power of attorney forms are available on the Company's website www.sportamore.se/ir and sent free of charge to those shareholders who so request and state their postal address or e-mail address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity.

PROPOSED AGENDA

1. Opening of the meeting
2. Appointment of the chairman for the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of person to keep the minutes
6. Election of one or two persons to approve the minutes
7. Examination of whether the meeting has been duly convened
8. Presentation by the CEO
9. Presentation of the annual report and the auditors’ report and the consolidated accounts and the auditors’ report on the consolidated accounts
10. Resolution on:

a. adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet,

b. allocation of the profit or loss of the Company in accordance with the adopted balance sheet, and

c. discharge from liability for the directors of the board and the managing director

11. Resolution on the number of directors of the board
12. Resolution to establish the remuneration for the directors of the board and the auditor
13. Appointment of the board of directors and the chairman of the board of directors
14. Appointment of auditor and potentially deputy auditor
15. Resolution to adopt the remuneration policy for executive management
16. Resolution on authorisation for the board of directors to issue shares, convertible instruments and warrants
17. Resolution on nomination committee
18. Closing of the meeting

Proposals for resolutions

Appointment of the chairman for the meeting (item 2)

The nomination committee has before the meeting consisted of Anders Cedermark (chairman), Jan Friedman, Joakim Friedman and Olle Setterberg. The nomination committee's complete proposal and explanatory statement will be held available at the Company's website, www.sportamore.se/ir.

The nomination committee proposes that Jan Friedman is appointed chairman of the annual general meeting.

Allocation of the Company's result in accordance with the adopted balance sheet (item 10b)

The board of directors proposes that the retained earnings and the year's result shall be carried forward. No dividend shall be paid.

Resolution on the number of directors of the board to be appointed (item 11)

The nomination committee proposes that the board of directors shall consist of five directors without deputy directors.

Remuneration to the board of directors and the auditor (item 12)

The nomination committee proposes that remuneration of SEK 275,000 shall be paid to the chairman of the board of directors and that remuneration of SEK 137,500 shall be paid to each of the other directors.

The nomination committee proposes that, in addition to the board remuneration, remuneration shall be paid to the directors of the board as follows:

For work in the audit committee a remuneration of SEK 50,000 shall be paid to the chairman and SEK 25,000 to each other member in the committee.

For work in the remuneration committee a remuneration of SEK 30,000 shall be paid to the chairman and SEK 15,000 to each other member in the committee.

It is noted that the remuneration committee currently consists of two members and that the audit committee currently consists of two members.

Remuneration to the auditors is proposed to be paid according to current approved account.

Appointment of the board of directors and the chairman of the board of directors (item 13)

The nomination committee proposes, for the period until the next annual general meeting has been held, re-election of Jan Friedman, Mariette Kristenson, Birgitta Stymne Göransson, Thomas Ekman and Emil Ahlberg as directors of the board. The nomination committee's explanatory statement and information about the proposed directors will be presented on the Company's website, www.sportamore.se/ir.

The nomination committee proposes that Jan Friedman shall be re-elected as chairman of the board of directors.

The proposed composition of the board of directors fulfills the requirements of the Swedish Code of Corporate Governance regarding the independence of the members of the board of directors.

Appointment of auditor and potentially deputy auditor (item 14)

The appointment of BDO Mälardalen AB as the Company's audit firm will terminate by the end of the annual general meeting of 2019. It is proposed that Grant Thornton Sweden AB is to be appointed as the Company's audit firm for the period until the end of the next annual general meeting. Should the proposal be adopted, Grant Thornton has notified that Mia Rutenius is to be appointed as the auditor in charge.

The above proposal by the nomination committee is consistent with the recommendation from the audit committee.

Resolution to adopt the remuneration policy for executive management (item 15)

The Company's executive management members who are subject to this policy are currently the managing director of the Company and six other members of the Company's executive management. The overall guidelines for remuneration to executive management shall be based on the position, the individual performance, the Company's earnings and that the remuneration shall be competitive in the country of employment. The total remuneration to executive management shall consist of fixed salary, variable salary in the form of short-term incentive based on annual performance targets (bonus), long-term incentives based on multiannual performance (long-term incentives) and pensions and other benefits. Additionally, there are conditions for termination and, where applicable, severance pay. The total remuneration shall be reviewed annually to ensure that it is marketable and competitive. The Company's size, salary and the person's experience shall be taken into consideration.

Fixed salary

Fixed salary shall be the basis for the total remuneration. The fixed salary shall be related to the relevant market and reflect the extent of the responsibility that the work entails.

Variable salary ("Bonus")

In addition to the fixed salary executive management shall be entitled to receive bonus for results exceeding one or more predetermined performance levels during one fiscal year. The eligibility criteria shall be related to achievements in relation to the budget and based on e.g. net revenues, EBIT and personal performance.

The remuneration from the bonus program can amount to a maximum of 70 percent of the fixed yearly salary for the managing director and a maximum of 70 percent of the fixed yearly salary for other members of the executive management. A maximum outcome of a total of approximately SEK 5 million (excluding social security contributions) may paid out within the bonus program.

Long-term incentives

There are two outstanding incentive programs in the Company. The annual general meeting in 2016 resolved to issue a maximum of 140,000 warrants to the executive management and certain other key persons in the Company. Of these warrants, 70,000 are outstanding. At the extraordinary general meeting held on 17 December 2018 it was resolved to issue a maximum of 300,000 warrants to certain key persons in the Company. The incentive programs are further described in the annual report.

Pension

Pension agreements shall, if possible, be premium-based and designed according to the levels and practices in the country in which the members of executive management are employed.

Other benefits

Other benefits may occur in accordance with the terms of the country in which the members of executive management are employed. However, such benefits should be as small as possible and shall not constitute a greater proportion of the total remuneration.

Termination and severance pay

Members of executive management shall be offered terms in accordance with the laws and practices applicable to the country in which the employee is employed. During the period of notice, members of executive management shall be prevented from acting in competing activities. In some cases, a prohibition on competing activities against continued compensation may be applied no more than six months after the termination of the notice period. At present, the longest term of notice in the Company is six months and, except for the managing director, the members of executive management are not entitled to severance pay. The managing director is entitled to a severance pay comprising of a maximum of six monthly salaries, when notice is given by the Company, provided that the notice is not caused by breach of contract by the managing director.

Remuneration that has not expired

The board of directors shall to the proposal of remuneration policy to the annual general meeting submit information about previously decided remuneration that has not expired. There are no decided payments that have not yet expired.

The board of directors shall have the right to waive the above policy if the board of directors considers it to be special reasons for doing so in a particular case.

Resolution to authorise the board of directors to issue shares, convertible instruments and warrants (item 16)

The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, until the next annual general meeting, on one or several occasions resolve to issue shares, convertible instruments and/or warrants on the following principal terms.

The shares, convertibles and/or warrants shall be issued with or without deviation from the shareholders' preferential rights and the issuance, conversion to or subscription for shares shall not exceed the number of shares, and the corresponding amount of share capital, equivalent to 10 percent of the number of shares as per the date when the authorisation is used for the first time. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off, or other conditions.

Resolution on nomination committee (item 17)

The nomination committee proposes that the general meeting resolves that the nomination committee shall be appointed in accordance with the following principles.

The nomination committee shall consist of four members and shall comprise the chairman of the board of directors, one member representing each of the two, by voting rights, largest shareholders of the Company wishing to appoint such member, and one additional member that shall be independent in relation to the major shareholders of the Company and the Company. The latter shall be appointed by the chairman of the board of directors together with the two members appointed by shareholders and shall be the chairman of the nomination committee.

The nomination committee shall be constituted based on the shareholding according to Euroclear Sweden AB as of the last business day in September 2019 and other reliable shareholding information held by the Company at that time. If any shareholder declines to appoint a member of the nomination committee, the next largest shareholder shall be offered the opportunity to appoint a member of the nomination committee. The chairman of the board of directors shall convene the nomination committee to its first meeting.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the two largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the two largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. Minor changes do not have to be considered. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee's composition shall be published on the Company's website as soon as the composition has changed.

It is proposed that the nomination committee's tasks, in advance of the annual general meeting of 2020, shall be to prepare and draw up proposals regarding appointment of chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, appointment of auditor, remuneration to the auditors and principles for the appointment of nomination committee.

It is proposed that a remuneration of SEK 30,000 shall be paid to the chairman of the nomination committee, provided that the chairman of the nomination committee is independent with respect to major shareholders of the Company and the Company. No remuneration shall be paid to the other members of the remuneration committee.

The nomination committee shall, while performing its assignment, forward certain information to the Company so that the Company can fulfil their information obligation.

Details of number of shares, votes and holding of own shares

The total amount of shares and votes in the Company at the time of issue of this notice was 9,694,351. All shares carry equal voting rights. The Company does not hold any own shares.      

Majority requirement

A valid resolution by the annual general meeting in accordance with item 16 (Resolution on authorisation for the board of directors to issue shares, convertible instruments and warrants) requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting vote in favour of the proposal.

Documents

The annual report, auditor's report and complete proposals in accordance with above, as well as other documents required to be available in advance of the annual general meeting, will be available at the Company (address as above) and on the Company's webpage, www.sportamore.se/ir, no less than three weeks in advance of the general annual meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address. Requests shall be sent by way of mail to Advokatfirma DLA Piper Sweden KB, "Sportamore", P.O. Box 7315, SE 103 90 Stockholm, Sweden or by e-mail to nicole.cai@dlapiper.com.

Shareholders' right to request information

Shareholders are reminded of their right pursuant to chapter 7, section 32 of the Swedish Companies Act to request that the board of directors and managing director provide information at the annual general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company's or a group company's financial position. The obligation to provide information also applies to the Company's relationship to other group companies. Information must be provided if it can take place without significant harm to the Company.

Processing of personal data

For information on how the Company processes your personal data, please see the integrity policy which is available on Euroclear Sweden AB's website:

www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

* * * * * *

Stockholm, April 2019

Sportamore AB (publ)

The board of directors

The information was submitted for publication, through contact person, CEO Johan Ryding, at 09:45 CET on April 15, 2019. 

This is a translation of the Swedish version. If there are any discrepancies, the Swedish version shall take precedence.

Fore more information, visit www.sportamore.se or contact:

Johan Ryding, CEO

Phone# 0705 56 22 26

About Sportamore

Sportamore AB (publ) is the Nordic region's leading and fastest growing technology company that sells sport-related products online. In 2018, the Group had sales of SEK 947 million. In May 2015, Sportamore was listed on NASDAQ Stockholm, and has won prices for the Year's Online Store, E-Commerce of the Year, and won the award as the Customer Service of the Year. In 2018, Sportamore and Sportamore Outlet had over 54 million visitors. Sportamore sells over 30,000 products from around 300 different brands representing more than 30 different sports. Sportamore always has focused on an attractive customer offering through free shipping, free returns, 30-day purchase and price guarantee.
For more information please visit www.sportamore.se.

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