Vitec Software Group AB: Invitation to the Annual General Meeting 2016
Welcome to Vitec Software Group's Annual General Meeting 2016
Shareholders of Vitec Software Group AB (publ), 556258-4804, are invited to participate in the Annual General Meeting to be held on Wednesday, May 11, 2016 at 5.30 p.m. at Väven (P5), Storgatan 46 A, Umeå. Registration to the Annual General Meeting takes place between 4.30-5.15 p.m. After the meeting a buffet will be served.
Registration and notice of attendance
Shareholders who wish to attend the Annual General Meeting must
- be recorded in the share register kept by Euroclear Sweden AB, the Swedish securities registry, on May 3, 2016; and
- give notice of attendance to the Company at the latest on Wednesday May 4, 2016 3.00 p.m. Notice of attendance can be given by telephone +46 (0)90 15 49 00 on weekdays between 8 a.m. and 5 p.m. or on Vitec's website www.vitecsoftware.com.
Notice may also be given in writing to:
Vitec Software Group AB
"Annual General Meeting 2016"
Box 7965
S-907 19 Umeå
Sweden.
When giving notice of attendance, please state name, date of birth or registration number, email address, telephone number and number of attending assistants (maximum 2), if any.
The Annual General Meeting will be conducted in Swedish.
Shares registered in the name of a nominee
In addition to giving notice of attendance, shareholders having their shares registered in the name of a nominee, must request the nominee to temporarily enter the shareholder into the share register as per Wednesday May 4, 2016, in order to be entitled to attend the Annual General Meeting. The shareholder should inform the nominee to that effect well before that day.
Proxy
Shareholders represented by proxy shall issue a power of attorney for the representative. A power of attorney issued by a legal entity must be accompanied by a copy of the entity's certificate of registration (should no such certificate exist, a corresponding document of authority must be submitted). In order to facilitate the registration at the Annual General Meeting, the power of attorney in the original, certificate of registration and other documents of authority should be sent to the Company in advance to the address above for receipt by May 10, 2016. Forms of power of attorney in Swedish and English are available on Vitec's website, www.vitecsoftware.com.
Agenda
1. Opening of the Annual General Meeting
2. Preparation and approval of the voting list
3. Election of the Chairman of the Annual General Meeting
4. Determination whether the Annual General Meeting can be live broadcasted via the Vitec's website
5. Approval of the agenda of the Annual General Meeting
6. Election of two persons approving the minutes
7. Determination whether the Annual General Meeting has been properly convened
8. Presentation of the past year's work of the Board and Board Committees
9. The President's speech
10. Presentation of the annual report and audit report, and the consolidated audit report
11. Resolutions with respect to
a) -adoption of the income statement and the balance sheet, the consolidated income statement and the consolidated balance sheet;
b) -the appropriation of the profit in accordance with the approved balance sheet and determination of the record date for dividend,
c) -discharge of liability for the members of the Board of Directors and the President.
12. Decisions on the number of members and deputy Board members and, where applicable, auditors and deputy auditors
13. Determination of fees to the Board and auditors
14. Invoicing of directors' fees
15. Election of auditors
16. Election of Chairman and Board Members
17. Decision on the Nomination
18. Decision regarding the Board's proposal to authorize the Board to decide on increasing the share capital through new share issues, cash issues and the issuance of convertible debentures
19. Resolution regarding guidelines for salary and other remuneration to senior executives
20. Decision on authorization for the repurchase of B shares of Vitec
21. Other questions
22. Closing of the Annual General Meeting
Item 3 Chairman of the AGM
The Nomination Committee, appointed in accordance with the instructions for the Nomination Committee resolved by the AGM 2015 consists of Olov Sandberg (Chairman), Crister Stjernfelt (Chairman of the Board), Lars Stenlund and Jerker Vallbo. The Nomination Committee proposes Crister Stjernfelt as chairman of the AGM in 2016.
Item 11 b Dividend and record date
The Board proposes a dividend of SEK 0.90 per share and Friday, May 13, 2016 as record day for receiving dividend. If the Annual General Meeting approves the proposal, dividends are expected to be distributed by Euroclear Sweden AB on Wednesday, May 18:th, 2016.
Item 12 Number of Board members and auditors
According to the Articles of Association, the Board shall consist of at least two and a maximum of seven members, with a maximum of three deputies and the company shall have one or two auditors, where appropriate, one or two deputies or one or two registered accounting firm. The Nomination Committee proposes that the Board shall consist of five members without deputies and that audit shall be conducted by a certified public accounting firm with a responsible auditor.
Item 13 Fees to Board members and auditors
The Nomination Committee proposes that Board fees paid to external directors shall totally amount to SEK 750 000 of which to the Chairman SEK 250 000 and to the other members SEK 125 000 each, and that fees to the auditors should be paid according to submitted approved accounts.
Item 14 Billing of board fees
The Nomination Committee proposes that members of the Board can invoice the remuneration, if tax conditions allows billing, and if it is cost neutral for Vitec Software Group AB. If a Board member invoices board fees through a company the fee shall be increased by an amount corresponding to social security contributions and VAT by law.
Item 15 Election of auditor
The Nomination Committee proposes that PricewaterhouseCoopers AB (Reg. No. 556067-4276), with Niklas Renström (740625-0196), Saltsjö-Boo as auditor in charge is elected as auditor for the period until the AGM 2017.
Item 16 Election of Board Chairman and Directors
The Nomination Committee proposes that Kaj Sandart, Jan Friedman, Birgitta Johansson-Hedberg and Anna Valtonen are re-elected as board members, and that Crister Stjernfelt is re-elected as Chairman of the Board.
Item 17 Nomination Committee
The Board proposes that the Nomination Committee shall consist of the Chairman and three, or in some cases four additional members. Based on statistics available as of August 31, the Chairman should contact the three largest shareholders and offer them to appoint one member each to the Nomination Committee. If shareholders waives their right this passes to the next largest shareholder in votes. When the members are so appointed the Chairman convene the Nomination Committee to the meeting.
The member nominated by the largest shareholder shall be the Chairman of the Committee. If there is a large change in the ownership structure after August 31, but earlier than two months before the Annual General Meeting, and if the owner that after this change has become one of the three largest shareholders and expresses a desire to be part of the Nomination Committee, the shareholder is entitled to either appoint an additional member or, if the committee so decides, nominate a new member to replace one of the members earlier appointed.
If a member retires or becomes prevented from fulfilling its mandate, the shareholder who appointed the member is invited to appoint a new member. If the shareholder waives their right the right passes to the next largest shareholder. The Board proposes that no remuneration should be paid to the committee members, however, only compensation for expenses paid.
Item 18 Authorization of the Board of Directors to increase the share capital
The Board's proposal is that they are authorized, until the next AGM, to decide on a new issue of shares and/or issue of convertible bonds with deviation from the shareholders preferential rights and with or without non-cash, or that the shares be subscribed for with offset rights. The authorization shall cover a maximum of 2 500 000 shares of series B, with a current quota value, and shall within specified parameters to be utilized on one or several occasions. Emissions under the authority assumed to take place under the same market conditions generally applied to similar types of issues. The aim of issues under this authorization will be to finance the acquisition of companies, product rights, or the like.
Item 19 Guidelines for remuneration to senior executives
The Board proposes that the Meeting resolves on the guidelines for remuneration to senior executives for the period until the AGM 2017. The proposed guidelines do not include any change to the guidelines decided at the Annual General Meeting 2015.
Senior executives refer to the CEO and other members of management. Remuneration to senior executives shall consist of fixed salary and pension. The total compensation should be competitive, and be related to responsibility and authority. In determining the salary the individual responsibilities, skills and experience shall be taken into account. The salary is usually reviewed once a year. Pension benefits shall be fee-based. The Board may deviate from the guidelines in individual cases only if special reasons should exist.
Item 20 Authorization for repurchase of own shares
The Board proposes that the AGM authorize the Board for the period until the next AGM, on one or more occasions, to decide on acquisition of shares in the company. Acquisition of own shares is also limited by that the company's holding of own shares must not at any time exceed 2 percent of all shares of series B in the company. Acquisition of shares shall take place on Nasdaq Stockholm at a price within the registered price interval. Payment for the shares shall be in cash. The authorization does not allow the company to trade in own shares in short-term profit.
The Board further proposes that the Board of Directors until the end of the next AGM, on one or more occasions, are authorized to decide on transfer of treasury shares by the company at any given time. Transfer may take place otherwise than on Nasdaq Stockholm. The transfer takes place with or without deviation from the shareholders' preferential rights. Payment for shares shall be in cash, in kind or set-off of company debt.
The purpose of the proposal is to:
· continuously adapt the capital structure to the company's needs and thereby contribute to increased shareholder value
· facilitate the implementation of incentive programs for employees in the company
· be able to transfer own shares as payment for or financing of acquisitions
Resolution on the authorization to acquire and transfer own shares requires the support of at least two thirds of both the votes cast and the shares represented at the Meeting.
Shares and votes
The Company has 29,396,690 shares divided into 3,500,000 Series A shares with 10 votes each and 25,896,690 B shares with one vote each. The total number of votes amounts to 60,896,690 pcs. The company holds no treasury shares.
Information at the AGM
The Board and the CEO shall, if any shareholder so requests and the Board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the Company's or its subsidiaries' financial situation and the company's relationship to other group companies.
Documents
Complete documentation will, by April 20, 2016 be held available at www.vitecsoftware.com. The documents will also be sent to shareholders who so request and state their postal address. Otherwise, complete proposals is found under each item in the notice.
Umeå March 2016
THE BOARD
Disclaimer:
Vitec Software Group AB (publ.) is to make the above information public pursuant to the Swedish Securities Market Act or the Swedish Financial Instruments Trading Act. The information will be made public at 08:30 CET on Thursday, March 31, 2016.
Vitec Software Group AB (publ) is a Nordic software company that develops and delivers standardised software for industry specific needs. The Group has operations in Sweden, Denmark, Finland and Norway and grows in the mature part of the software industry by consolidating vertical software segments. Our customers include facility management companies, construction and real estate companies, banks and insurance companies, utilities and energy traders, healthcare companies, car spare part dealers and newspaper companies. The Group has 450 employees and had 2015 a turnover of SEK 618 million. Vitec is listed on Nasdaq Stockholm.
HUG#1997457