Notice to the Annual General Meeting in Vitec Software Group AB (publ)
The shareholders in Vitec Software Group AB (publ), 556258-4804, are hereby given notice of the Annual General Meeting to be held on Tuesday April 26, 2022, at 17:30 p.m. at Vävenscenen, Väven, Västra Strandgatan 8, Umeå. Registration to the Annual General Meeting takes place at 16:45-17:15 p.m. We will serve food and beverage after the meeting.
In accordance with the provisions of Chapter 7, Section 4 a of the Swedish Companies Act and the company's Articles of Association, the Board has decided that before the Annual General Meeting the shareholders shall have the opportunity to exercise their voting rights by postal voting. Shareholders can thus choose to attend the meeting physically, by proxy or by postal voting.
Exercise of voting rights at the meeting
Shareholders who wish to exercise their voting rights at the Annual General Meeting must:
- Be recorded in the share register kept by Euroclear Sweden AB on the record date Thursday 14 April 2022, and
- Give notice of their intention to participate to the company in accordance with the instructions under the heading "Registration for physical participation or participation by proxy" or cast a postal vote in accordance with the instructions under the heading "Instructions for postal voting" no later than 15.00 Wednesday 20 April, 2022.
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to exercise their voting right at the meeting. In addition to giving notice of participation, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date, Thursday 14 April 2022. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday, 20 April 2022, will be taken into account in the preparation of the share register.
Registration for physical participation or participation by proxy
Registration for participation is made to the company and can be done in any of the following ways:
- On the website www.vitecsoftware.com
- By telephone +46 (0) 771 24 64 00, weekdays 08.00 - 17.00.
- By post to Computershare AB, "Vitecs AGM", P.O. Box 5267, 102 46 Stockholm, Sweden.
- By e-mail to proxy@computershare.se.
When registering, shareholders must state their name, personal or organization number, address and telephone number and any assistants.
If participation is by proxy, this, together with any registration certificate or other authorization documents, should be submitted in connection with registration. Proxy forms in both Swedish and English are provided on the company's website, www.vitecsoftware.com. Please note that notification of participation must be made even if the shareholder wishes to exercise his voting right through a proxy. Submitted power of attorney does not apply as notification to the meeting.
Instructions for postal voting
Shareholders who wish to exercise their voting right by postal voting must use the postal voting form and follow the instructions available on the company's website, www.vitecsoftware.com. Postal voting forms can also be provided by post to shareholders who request it by telephone to 090 - 15 49 00, weekdays 08.00 - 17.00.
Completed and signed postal voting forms can be sent either by post to Computershare AB, "Vitec AGM", P.O. Box 5267, 102 46 Stockholm, Sweden or by e-mail to proxy@computershare.se. The completed form must be received by Computershare no later than 15.00 Wednesday 20 April 2022.
Shareholders can also cast a postal vote electronically by verifying with BankID via the company's website www. vitecsoftware.com. Such electronic votes must be cast no later than Wednesday, 20 April 2022
The shareholder may not provide the postal vote with special instructions or conditions. If this happens, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If shareholders vote by post by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.vitecsoftware.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.
Anyone wishing to attend the meeting in person or through a representative must report this in accordance with the instructions under the heading Registration for physical participation or participation by proxy above. This means that a registration by postal vote only is not enough for those who want to attend the meeting room.
Other
The company has a total of 35,046,163 shares and 61,596,163 votes. The company does not hold any own shares. The shareholders are reminded of the right to, at the Annual General Meeting, ask questions to the Board and the President in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The Annual General Meeting will be held in Swedish.
The company closely monitors the development of the risk of the spread of covid-19 and asks everyone who intends to attend the Annual General Meeting to stay updated via www.vitecsoftware.com about any further measures.
Agenda
1. Election of Chairman of the Annual General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons who shall approve the minutes of the meeting
5. Consideration of whether the meeting has been duly convened
6. Presentation of annual report and auditor’s report as well as the consolidated financial statement and the auditor’s report for the group
7. Resolutions regarding the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
8. Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet
9. Resolution regarding discharge from liability of members of the Board of Directors and the CEO
10. Resolution regarding number of Board members and deputy Board members and auditors
11. Determination of fees for the members of the Board of Directors and the auditors
12. Election of members of the Board of Directors and Chairman of the Board of Directors
13. Election of auditor
14. Resolution regarding approval of the remuneration report
15. Proposal regarding composition of nomination committee
16. The Board of Directors’ proposal on authorization of the Board of Directors to resolve to issue new shares
17. The Board of Directors’ proposal regarding personnel convertible debenture program 2022
18. The Board of Directors’ proposal regarding participation program 2022
19. Shareholder’s proposal regarding board program 2022
Election of Chairman of the Annual General Meeting (item 1)
The nomination committee proposes that Lars Stenlund, or the person appointed by the Board of Directors if he has an impediment to attend, is elected Chairman of the Annual General Meeting and that Sara Nilsson, or the person appointed by the Board of Directors if she has an impediment to attend, is elected keeper of the minutes of the Annual General Meeting.
Preparation and approval of the voting list (item 2)
The voting list that is proposed to be approved is the voting list prepared by the chairman at the Annual General Meeting on behalf of the company, based on the Annual General Meeting share register and shares represented at the meeting as well as advance votes received, and checked and approved by the person approving the minutes.
Approval of the agenda (item 3)
The Board of Directors proposes that the agenda, which is included in this notice to the Annual General Meeting, be approved as the agenda at the Annual General Meeting.
Election of one or two persons who shall approve the minutes of the meeting (item 4)
It is proposed that one person is appointed to approve the minutes. Dick Sundelin, representing Sveriges Aktieägares Riksförbund, or a person appointed by the Board of Directors if he has an impediment to attend, is proposed to be elected to approve the minutes of the Annual General Meeting together with the Chairman. The task of approving the minutes of the Annual general Meeting also includes verifying the voting list and that the advanced votes received are correct stated in the minutes of the Annual General Meeting.
Consideration of whether the meeting has been duly convened (item 5)
It is proposed that the general meeting approve the convening of the Annual General Meeting.
Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet (item 8)
The Board of Directors proposes that the Annual General Meeting resolve on an ordinary dividend for the financial year 2021 of SEK 2.00 per share, to be paid through quarterly installments of SEK 0.50 per share.
The record dates for the quarterly installments are proposed to be 27 June 2022, 27 September 2022, 27 December 2022, and 27 March 2023. With these record dates, quarterly installments are expected to be made on 30 June 2022, 30 September 2022, 30 December 2022, and 30 March 2023.
According to the Swedish Companies Act, a maximum amount in SEK shall be pre-determined to ensure that the dividend distributed does not exceed the available distributable reserve of the company and such a maximum amount has been set to SEK 75,287,660. The total dividend cannot exceed the maximum amount of SEK 75,287,660. Instead, the dividend will be automatically adjusted downwards so that the total dividend corresponds to the maximum amount.
Resolution regarding number of Board members and deputy Board members and auditors (item 10)
The nomination committee proposes that the Board of Directors for the period running up until the end of the next Annual General Meeting shall be composed of six members with no deputy members and that one registered accounting firm is elected as auditor.
Determination of fees for the members of the Board of Directors and the auditor (item 11)
The nomination committee proposes that the total remuneration to the Board of Directors shall amount to SEK 1,650,000 (previously SEK 1,650,000) for the period running until the end of the next Annual General Meeting, whereof SEK 600,000 (previously SEK 600,000) shall constitute remuneration to the Chairman of the Board of Directors and SEK 210,000 (previously SEK 210,000) shall constitute remuneration to each of the other five members of the Board.
The nomination committee proposes that the auditor’s fee for the period running until the end of the next Annual General Meeting shall be paid in accordance with a submitted and approved invoice.
Election of members of the Board of Directors and Chairman of the Board of Directors (item 12)
The nomination committee proposes re-election of the Board members Lars Stenlund, Anna Valtonen, Birgitta Johansson-Hedberg, Jan Friedman, Kaj Sandart and Crister Stjernfelt. Lars Stenlund is proposed to be re-elected as Chairman of the Board.
Election of auditor (item 13)
The nomination committee proposes re-election of PricewaterhouseCoopers AB as auditor for the period running until the end of the next Annual General Meeting. PricewaterhouseCoopers AB has announced that Aleksander Lyckow will be the responsible auditor.
Resolution regarding approval of the remuneration report (item 14)
Guidelines for remuneration to senior executives were decided at the Annual General Meeting in 2021. Proposals for new guidelines are prepared when the need arises, but at least every four years, i.e. latest to the 2025 Annual General Meeting.
The Board has prepared a remuneration report in accordance with Chapter 8. Section 53 a of the Swedish Companies Act. The Board proposes that the Annual General Meeting resolves to approve the Board's remuneration report.
Proposal regarding composition of nomination committee (item 15)
The nomination committee proposes that a new nomination committee for the 2023 Annual General Meeting is appointed. The nomination committee shall consist of the Chairman of the Board of Directors and two to three additional members. Based on ownership statistics as of August 31, the Chairman of the Board of Directors shall contact the three largest shareholders and offer them to appoint one member each to the nomination committee. If a shareholder abstain, the right passes to the next largest shareholder. When the members are appointed, the Chairman of the Board of Directors shall call the nomination committee to a meeting.
The member appointed by the largest shareholder shall be Chairman of the nomination committee. If a change takes place in the company’s ownership structure after August 31, but earlier than two months before the Annual General Meeting, and if a new shareholder that is one of the three largest shareholders after this change expresses a wish to be included in the nomination committee, that shareholder shall have the right to either appoint another member or, if the nomination committee so decides, appoint a member to replace the member appointed by the smallest shareholder after the change in ownership. If a member resigns of a member is prevented from fulfilling his or her mandate, the shareholder who has appointed the member shall be asked to appoint a new member. If the shareholder abstain, the right passes to the next largest shareholder. The Board of Directors proposes that no remuneration be paid to the members of the nomination committee, but compensation for costs incurred shall be paid.
The nomination committee proposes that the Annual General Meeting decides that the instruction to the nomination committee shall be in accordance with the separate document that is kept available on the company’s website.
The Board of Directors’ proposal on authorization of the Board of Directors to resolve to issue new shares (item 16)
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, until the next Annual General Meeting, to be able to decide on new issue and/or issuance of convertible debentures with deviation from the shareholders’ preferential right and with or without a provision regarding contribution in kind or whether the shares shall be subscribed for with set-off rights. The authorization shall comprise a maximum of 2,500,000 series B shares, with the current quota value, and may be exercised at one or more occasions within specified limits. Issues within the scope of the authorization are assumed to take place on market terms that are generally applied to similar types of issues.
The reason for the authorization
The reason for the authorization is to finance the acquisition of companies, assets and liabilities, product rights etcetera.
Adjustment authorization
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.
Majority requirements
A valid resolution under item 16 above requires that shareholders representing not less than two-thirds (2/3) of the votes cast as well as the shares represented at the Annual General Meeting approve the resolution.
The Board of Directors’ proposal regarding personnel convertible debenture program 2022 (item 17)
The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting pass a resolution on the implementation of a personnel convertible debenture program 2022. The proposal is divided into the following items.
- Resolution regarding issue of convertible debentures
- Other matters related to the personnel convertible debenture program 2022
A. Resolution regarding issue of convertible debentures
The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting resolves to issue convertible debentures in accordance with the following.
1. Issue of convertible debentures
1.1 The Board of Directors proposes that the Annual General Meeting resolve that the company raise a convertible loan in a nominal amount not exceeding SEK 100,000,000 through a private placement in respect of not more than 10,000 convertible debentures, entailing an increase in the share capital of not more than SEK 29,412 upon full conversion of the convertible debentures. The resolution shall otherwise be governed by the following terms and conditions.
1.2 The right to subscribe for the convertible debenture shall vest in all employees of the group with derogation from the shareholders’ pre-emption rights. The right to subscribe is conditional upon the person being employed by the group as of 26 April 2022. In the event of oversubscription, the Board of Directors shall be able to prioritize employees who have not previously been offered to participate in similar programs.
1.3 The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which co-workers, by an own investment, becomes owners and participates in and works for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company can keep and recruit qualified and motivated personnel.
1.4 The nominal amount of the convertible debenture shall be SEK 10,000 or multiples thereof. The loan carries an annual interest rate of 0.3 percent in accordance with the complete terms and conditions.
1.5 The subscription price shall be equal to the nominal amount of the convertible debenture.
1.6 Subscription shall be made on the subscription list no later than three weeks from 27 April 2022. Payment shall be made no later than one week after the resolution to award convertible debentures.
1.7 The Board of Directors shall be entitled to extend both the subscription period and the payment period.
1.8 The convertible debenture may be converted into shares of series B during the period commencing 1 June 2025, up to and including 30 June, 2025. The conversion price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share during the 10 trading days that directly follows after 27 April 2022, however, at least SEK 340.
1.9 In the event that the conversion price exceeds the quota value of the previous shares, the excess amount (share premium) shall be entered under the free share premium reserve in the Company’s balance sheet.
1.10 The convertible debentures that have been converted into shares shall carry a right to participate in dividends for the first time on the next record date for dividends which occurs after the conversion is completed.
1.11 In the event of bankruptcy or liquidation of the company, the convertible debentures will entitle to payment from the company’s assets after the company’s unsubordinated obligations and pari passu with other subordinated obligations, which are not expressly subordinated to this loan.
1.12 Other terms and conditions according to the complete terms and conditions for series 2022:1.
B. Other matters in relation to the personnel convertible debenture program 2022
Costs
The participants will acquire the convertible debentures at market value. The financial costs of the personnel convertible debenture program 2022 consists of the interest running on the convertible debenture, which may amount to a maximum of the interest rate multiplied by the maximum issued amount of SEK 100,000,000. At a convertible interest rate of 0.3 percent and assuming full subscription, interest costs are calculated to amount to SEK 300,000 per year. In addition, the personnel convertible debenture program 2022 will entail certain limited costs in the form of fees to external advisers and administration regarding the program.
In relation to participants in certain jurisdictions, the program may give rise to social security contributions. Assuming that the share price upon conversion in June 2025 exceeds the conversion price by SEK 100, social security contributions of approximately SEK 575,000 are calculated.
Effect on important key ratios
The proposed convertible debentures will cause the earnings per share to change in direct opposite proportion to the change in the number of shares conversion results in (the dilution). The dilution of the share capital, based on the number of shares and votes outstanding in the company, will entail a maximum dilution corresponding to approximately 0.8 percent at full conversion. Thus, upon conversion of all convertible debentures, the company’s earnings per share will decrease by approximately 0.8 percent. The above applies, provided that no recalculation occurs in accordance with the complete terms and conditions.
Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the company, the personnel convertible debenture program 2022 implies, upon conversion of all 10,000 convertible debentures, a full dilution corresponding to maximum approximately 0.8 percent of the total number of shares and approximately 0.5 percent of the total number of votes outstanding in the company. If all outstanding and proposed incentive programs in the company are included in the calculation, the corresponding maximum level of dilution at the time of the Annual General Meeting amounts to approximately 4 percent of the total number of shares and approximately 2.3 percent of the total number of votes outstanding in the company.
Other share-related incentive programs
Information about Vitec’s current incentive program is available in the annual report for the financial year 2021, page 104, and on the company’s website, www.vitecsoftware.com.
Adjustment authorization
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.
The background and rationale for the proposal
The Board of Directors wishes to introduce a personnel convertible debenture program to all employees in order to help the company secure and retain the services of such employees. In addition, the personnel convertible debenture program is introduced in order to provide incentives for employees to exert maximum effort for the success of the company and any affiliate and provide means by which the employees may become owners of the company and thereby benefit from the increase in value of the company’s share.
Preparation of the proposal
The basis for the personnel convertible debenture program 2022 has been prepared by the Board of Directors of the company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the Annual General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a participant of the personnel convertible debenture program has participated in the preparations of the program’s terms.
Majority requirements
The resolution by the Annual General Meeting regarding the implementation of the personnel convertible debenture program 2022 according to item A above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.
The Board of Directors’ proposal regarding participation program 2022 (item 18)
The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting pass a resolution on the implementation of a participation program 2022. The proposal is divided into the following items.
- Resolution regarding issue and approval of transfer of warrants, series TO 2022:1
- Other matters related to the participation program 2022
A. Resolution regarding issue and approval of transfer of warrants, series TO 2022:1
The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting resolves to issue and to transfer warrants in accordance with the following.
1. Issue of warrants
1.1 The Board of Directors proposes that the Annual General Meeting resolve to carry out a private placement in respect of not more than 500,000 warrants, entailing an increase in the share capital of not more than SEK 50,000 if the private placement is fully taken up.
The resolution shall otherwise be governed by the following terms and conditions.
1.2 The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the wholly owned subsidiary Vitec AB, (”Subsidiary”), with right and obligation to transfer the warrants to co-workers in accordance with below. No oversubscription is allowed.
1.3 The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which senior executives shall be able to become long-term owners and participate in and work for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company can keep and recruit qualified and motivated personnel.
1.4 The warrants shall be issued at no consideration.
1.5 Subscription for the warrants shall take place within one weeks of the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.
1.6 Each warrant entitles the holder to subscribe for one new series B share in the company.
1.7 The warrants may be exercised to subscription for new shares during the period commencing on 3 June 2025, up to and including 14 June 2025.
1.8 The subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share during the 10 trading days that directly follows 27 April 2022, however, at least SEK 340.
1.9 In the event that the exercise price exceeds the quota value of the previous shares, the excess amount (share premium) shall be entered under the free share premium reserve in the Company’s balance sheet.
1.10 The shares subscribed for on the basis of the warrants shall carry the right to a dividend for the first time on the first record date for dividends that occur after the subscription of shares through the exercise of the warrants has been executed.
1.11 Other terms and conditions according to the complete terms and conditions for series TO 2022:1.
2. Approval of transfer of warrants
2.1 The Board of Directors proposes that the Annual General Meeting approves the Subsidiary’s transfer of warrants in accordance with the following.
2.2 The participation program 2022 is directed towards a maximum of 50 persons in Sweden, Finland, Norway, Denmark and the Netherlands. The right to acquire warrants from the Subsidiary shall be vested in members of the group’s management teams and CEO’s of the company’s subsidiaries. The above-mentioned persons may acquire a maximum of 10,000 warrants per person.
2.3 The warrants shall be transferred on market terms to participants in Sweden at a price which is established based on a calculated market value for the warrants, applying the Black & Scholes valuation model and reviewed by an independent valuation institute.
The preliminary value is calculated to SEK 46 per warrant based on a share price of SEK 411.50, a subscription price per share of SEK 494, a term of 3.1 years, a risk free interest rate of 0.47 percent and a volatility of 25 percent.
2.4 Application for acquisition of warrants shall be made no later than 20 May 2022. The board is authorized to extend the application period.
2.5 Payment for allotted warrants shall be made in cash within ten days after application. The board is authorized to extend the payment period.
2.6 Warrants held by the Subsidiary that are not transferred to participants or that is repurchased from participants, may be cancelled through a decision by the Board of Directors, following consent from the Board of Directors of the Subsidiary. The cancellation shall be notified to the Swedish Companies Registration Office.
2.7 It is proposed that those entitled to subscribe who choose to acquire warrants are subsidized, whereby the participants' actual cost of the warrants shall approximately correspond to 50 percent of the acquisition price (premium). This can happen in different ways depending on differences in the legislation of each participant's home country, e.g. by adjusting the price or by making a one-time payment.
2.8 Assuming full subscription in accordance with section 1.1, the cost of the subsidy in accordance with section 2.7 is estimated to amount to approximately SEK 24 million, including social security contributions. Option premiums that increase equity are estimated under the same conditions to amount to approximately SEK 23 million. The total liquidity impact is estimated at approximately SEK 1 million.
B. Other matters in relation to the participation program 2022
Costs
The participants will acquire the warrants at market value. Thus, the warrants will not entail any personnel costs for the company in addition to the one-time payment described under items 2.7 and 2.8 above. However, the participation program 2022 will entail certain limited costs in the form of fees to external advisers and administration regarding the participation program 2022.
In relation to participants in certain jurisdictions, the program may give rise to social security contributions. Assuming that the share price upon conversion in June 2025 exceeds the conversion price by SEK 100, social security contributions of approximately SEK 1.5 million are calculated.
Effect on important key ratios
The company’s earnings per share will not be affected by the issue of warrants as the present value of the warrants’ exercise price exceeds the current market value of the share at the time of the issue of warrants.
Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the company, the participation program 2022 implies, upon exercise of all 500,000 warrants, a full dilution corresponding to approximately 1.4 percent of the total number of shares and approximately 0.8 percent of the total number of votes outstanding in the company. If all outstanding and proposed incentive programs in the company are included in the calculation, the corresponding maximum level of dilution at the time of the general meeting amounts to approximately 4 percent.
Calculation of the market value
The company, makes a calculation of the value of the warrants applying the Black & Scholes valuation model and the calculation is reviewed by the independent valuation institute, Öhrlings PricewaterhouseCoopers AB.
Other share-related incentive programs
Information about Vitec’s current incentive program is available in the annual report for the financial year 2021, page 104, and on the company’s website, www.vitecsoftware.com.
Adjustment authorization
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.
The background and rationale for the proposal
The Board of Directors wishes to introduce a participation program to certain employees in order to help the company secure and retain the services of such employees. In addition, the participation program is introduced in order to provide incentives for employees to exert maximum effort for the success of the company and any affiliate and provide means by which the employees may become owners of the company and thereby benefit from the increase in value of the company’s share.
Preparation of the proposal
The basis for the participation program 2022 has been prepared by the Board of Directors of the company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the Annual General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a participant of the program has participated in the preparations of the program’s terms.
Majority requirements
The resolution by the Annual General Meeting regarding the implementation of the participation program 2022 according to item A above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.
Shareholder’s proposal regarding board program 2022 (item 19)
The shareholder Lars Stenlund proposes that the Annual General Meeting pass a resolution on the implementation of a board program 2022. The proposal is divided into the following items.
- Resolution regarding issue and approval of transfer of warrants, series TO 2022:2
- Other matters related to the board program 2022
A. Resolution regarding issue and approval of transfer of warrants, series TO 2022:2
The shareholder proposes that the Annual General Meeting resolves to issue and to transfer warrants in accordance with the following.
1. Issue of warrants
1.1 The shareholder proposes that the Annual General Meeting resolve to carry out a private placement in respect of not more than 50,000 warrants, entailing an increase in the share capital of not more than SEK 5,000 if the private placement is fully taken up.
The resolution shall otherwise be governed by the following terms and conditions.
1.2 The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the wholly owned subsidiary Vitec AB, (”Subsidiary”), with right and obligation to transfer the warrants to board members in accordance with below. No oversubscription is allowed.
1.3 The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which board members shall be able to become long-term owners and participate in and work for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company can keep and recruit qualified and motivated board members.
1.4 The warrants shall be issued at no consideration.
1.5 Subscription for the warrants shall take place within one weeks of the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period.
1.6 Each warrant entitles the holder to subscribe for one new series B share in the company.
1.7 The warrants may be exercised to subscription for new shares during the period commencing on 3 June 2025, up to and including 14 June 2025.
1.8 The subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share during the 10 trading days that directly follows 27 April 2022, however, at least SEK 340.
1.9 In the event that the exercise price exceeds the quota value of the previous shares, the excess amount (share premium) shall be entered under the free share premium reserve in the Company’s balance sheet.
1.10 The shares subscribed for on the basis of the warrants shall carry the right to a dividend for the first time on the first record date for dividends that occur after the subscription of shares through the exercise of the warrants has been executed.
1.11 Other terms and conditions according to the complete terms and conditions for series TO 2022:2.
2. Approval of transfer of warrants
2.1 The shareholder proposes that the Annual General Meeting approves the Subsidiary’s transfer of warrants in accordance with the following.
2.2 The board program 2022 is directed towards a maximum of 5 board members. The right to acquire warrants from the Subsidiary shall be vested in all members of the board elected by the Annual General Meeting, with the exception of Lars Stenlund if he is re-elected in the board. The above-mentioned persons may acquire a maximum of 10,000 warrants per person.
2.3 The warrants shall be transferred on market terms to the participants at a price which is established based on a calculated market value for the warrants, applying the Black & Scholes valuation model and reviewed by an independent valuation institute.
The preliminary value is calculated to SEK 46 per warrant based on a share price of SEK 411.50, a subscription price per share of SEK 494, a term of 3.1 years, a risk free interest rate of 0.47 percent and a volatility of 25 percent.
2.4 Application for acquisition of warrants shall be made no later than 20 May 2022. The board is authorized to extend the application period.
2.5 Payment for allotted warrants shall be made in cash within ten days after application. The board is authorized to extend the payment period.
2.6 Warrants held by the Subsidiary that are not transferred to participants or that is repurchased from participants, may be cancelled through a decision by the Board of Directors, following consent from the Board of Directors of the Subsidiary. The cancellation shall be notified to the Swedish Companies Registration Office.
2.7 It is proposed that those entitled to subscribe who choose to acquire warrants are subsidized, whereby the participants' actual cost of the warrants shall approximately correspond to 50 percent of the acquisition price (premium).
2.8 Assuming full subscription in accordance with section 1.1, the cost of the subsidy in accordance with section 2.7 is estimated to amount to approximately SEK 3 million, including social security contributions. Option premiums that increase equity are estimated under the same conditions to amount to approximately SEK 2.3 million. The total liquidity impact is estimated at approximately SEK 0.7 million.
B. Other matters in relation to the participation program 2022
Costs
The participants will acquire the warrants at market value. Thus, the warrants will not entail any personnel costs for the company in addition to the one-time payment described under items 2.7 and 2.8 above. However, the board program 2022 will entail certain limited costs in the form of fees to external advisers and administration regarding the board program 2022.
In relation to participants in certain jurisdictions, the program may give rise to social security contributions. Assuming that the share price at subscription in June 2025 exceeds the subscription price by SEK 100, social security contributions of approximately SEK 12,000 are calculated.
Effect on important key ratios
The company’s earnings per share will not be affected by the issue of warrants as the present value of the warrants’ exercise price exceeds the current market value of the share at the time of the issue of warrants.
Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the company, the board program 2022 implies, upon exercise of all 50,000 warrants, a full dilution corresponding to approximately 0.1 percent of the total number of shares and approximately 0.1 percent of the total number of votes outstanding in the company. If all outstanding and proposed incentive programs in the company are included in the calculation, the corresponding maximum level of dilution at the time of the general meeting amounts to approximately 4 percent.
Calculation of the market value
The company, makes a calculation of the value of the warrants applying the Black & Scholes valuation model and the calculation is reviewed by the independent valuation institute, Öhrlings PricewaterhouseCoopers AB.
Other share-related incentive programs
Information about Vitec’s current incentive program is available in the annual report for the financial year 2021, page 104, and on the company’s website, www.vitecsoftware.com.
Adjustment authorization
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.
The background and rationale for the proposal
The shareholder wishes to introduce a board program to certain board members in order to help the company secure and retain the services of such board members. In addition, the board program is introduced in order to provide incentives for board members to exert maximum effort for the success of the company and any affiliate and provide means by which the board members may become owners of the company and thereby benefit from the increase in value of the company’s share.
Preparation of the proposal
The basis for the board program 2022 has been prepared by the shareholder. The work has been supported by external advisors and has been made in consultation with shareholders. The shareholder has thereafter decided to present this proposal for the Annual General Meeting. No board member that may be a participant of the program has participated in the preparations of the program’s terms.
Majority requirements
The resolution by the Annual General Meeting regarding the implementation of the board program 2022 according to item A above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.
***
Documents
Full documents will be made available on www.vitecsoftware.com no later than 5 April 2022. The documents are also sent to shareholders who request it and who provide their postal address. Otherwise, complete proposals can be found under each item in the notice. The annual report and the auditor’s report, the auditors opinion regarding guidelines for remuneration to senior executives and the Board of Directors opinion in accordance with the Swedish Companies Act Chapter 18, Section 4, are available at the company and at www.vitecsoftware.com. The documents are also sent to shareholders who request it and who provide their postal address.
Umeå in March 2022
Vitec Software Group AB (publ)
The Board of Directors
N.B. This English version of the notice to the Annual General Meeting is an unofficial translation. In case of any discrepancies in relation to the Swedish version of the notice, the Swedish version shall prevail.
For further information, please contact:
Patrik Fransson, Investor Relations, Vitec Software Group AB (publ), patrik.fransson@vitecsoftware.com, +46 76 942 85 97
About Vitec
Vitec is market leader for Vertical Market Software in the Nordic region. We develop and deliver standard niche software. Vitec grows through acquisitions of well-managed and well-established software companies. The Group's overall processes together with the employees' in-depth knowledge of the customer's local market enables continuous improvement and innovation. Vitec has 1,020 employees, is listed on Nasdaq Stockholm and had net sales of SEK 1 571 million in 2021. Find more at www.vitecsoftware.com.
The information was submitted for publication at 4:00 p.m. (CET) on March 28, 2022.