Notice to attend the Annual General Meeting of Addtech AB (publ)
The shareholders of Addtech AB (publ), organisation number 556302-9726, are
hereby given notice to attend the Annual General Meeting to be held at 4:00
p.m., Tuesday, 24 August 2010, at the IVA conference centre, Grev Turegatan 16,
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the Annual General
* be entered in the shareholders' register maintained by Euroclear Sweden AB
no later than Wednesday, 18 August 2010.
* notify the Company's head office at Addtech AB (publ.), Box 5112, SE-102 43
Stockholm, Sweden, or by telephone +46Â (0)8Â 470Â 49Â 00, fax
+46Â (0)8Â 470Â 49Â 01 or via the Company's website, www.addtech.com, or by
e-mail to firstname.lastname@example.org, no later than by 3:00 p.m., Friday 20 August
2010. Such notice must contain the shareholder's name, personal registration
number (organisation number), address, telephone number and the number of
shares represented as well as any attending counsel. Details provided will
be processed electronically and will only be used for the purposes of the
2010 Annual General Meeting.
Shareholders whose shares are registered under a trustee must temporarily
register their shares in their own name in order to exercise their voting rights
at the Annual General Meeting. Such changes in registration must be completed no
later than Wednesday, 18 August 2010, in order for due registration to take
Where participation will be by proxy, an original copy of the proxy
documentation and any documents verifying authority must be submitted to the
Company well in advance of the Annual General Meeting. Any such proxy
authorisation must not have been issued earlier than one year before the date of
the Annual General Meeting. Proxies for legal entities must also submit a
certified copy of a certificate of incorporation or equivalent document
verifying authority. The Company provides a proxy form to shareholders, and this
form is available at the Company's head office or on the Company's website.
1. Opening of the Meeting.
2. Election of Chairman to preside over the Meeting.
3. Compilation and approval of Electoral Register.
4. Approval of agenda.
5. Election of one or two persons to approve the Minutes to be taken at the
6. Determination of whether or not the Meeting has been duly called.
7. Presentation of the Annual Accounts and the Audit Report and the
Consolidated Financial Statements and the Consolidated Audit Report.
8. Address by the President and Chief Executive Officer.
a. regarding adoption of the Income Statement and the Balance Sheet and
the Consolidated Income Statement and the Consolidated Balance Sheet,
b. regarding allocation of the Company's earnings in accordance with the
duly adopted Balance Sheet, and
c. regarding discharge from liability for the members of the Board of
Directors and the President.
10. Report on the work of the Election Committee.
11. Determination of the number of directors.
12. Ratification of fees for the Board of Directors and the auditors.
13. Election of directors and Chairman of the Board of Directors.
14. Resolution regarding the Election Committee, how members of the Election
Committee are to be appointed and the assignment of the Election
15. Resolution regarding guidelines for remuneration of members of senior
16. Resolution regarding issuing call options for bought-back shares and the
transfer of bought-back shares to management personnel ("the 2010
Share-Related Incentive Scheme").
17. Resolution regarding authorisation for the Board of Directors to decide on
the purchase and conveyance of own shares.
18. Other matters.
PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-14 ON THE AGENDA
The 2009 Annual General Meeting resolved to give the Chairman of the Board of
Directors the assignment of contacting the five known largest shareholders by
vote as at 31 December 2009 and to request that they appoint members who,
together with the Chairman of the Board of Directors, will constitute the
Election Committee ahead of the 2010 Annual General Meeting. The Election
Committee consists of Anders BÃ¶rjesson (Chairman of the Board of Directors), Tom
Hedelius, Marianne Nilsson (appointed by Swedbank Robur), Peter RÃ¶nstrÃ¶m
(Lannebo Fonder) and Per Trygg (SEB Fonder). Anders BÃ¶rjesson is the Chairman of
the Election Committee. The Election Committee, the members of which represent
52 percent of the votes in the Company, has entered the following proposals:
Â 2.Election of Chairman to preside over the Meeting
Anders BÃ¶rjesson as Chairman to preside over the Meeting.
Â 11.Determination of the number of directors
Â 12.Determination of fees for the Board of Directors and the auditors
Total fees to the Board of Directors of SEK 1,250,000, to be distributed as
follows: SEK 450,000 to the Chairman of the Board of Directors, SEK 350,000 to
the Vice Chairman of the Board of Directors, and SEK 225,000 to each of the
other directors appointed by the Annual General Meeting and not employed by the
Company. No fees are payable for committee work. Based upon individual agreement
with Addtech AB, a Board fee may be invoiced by a company wholly owned by the
director. If this is done, the fee invoiced shall be increased by an amount
corresponding to the social security charges and value-added tax.
Â Audit fees will be paid according to approved invoice.
Â 13.Election of directors and Chairman of the Board of Directors
Re-election of directors Anders BÃ¶rjesson, Eva Elmstedt, Tom Hedelius, Johan SjÃ¶
and Lars Spongberg.
Anders BÃ¶rjesson to be appointed to serve as Chairman of the Board.
Descriptions of the members of the Board of Directors can be found in the
Company's Annual Report for 2009/2010 and at the Company's website.
Â 14.Resolution regarding the Election Committee, how members of the Election
Committee are to be appointed and the assignment of the Election Committee
It is proposed that the Election Committee shall consist of representatives of
the five largest known shareholders by vote as at 31 December 2010 and the
Chairman of the Board of Directors, who is also tasked with convening the first
meeting of the Election Committee. The Election Committee will appoint a
chairman among its members. The composition of the Election Committee shall be
announced not later than six months before the 2011 Annual General Meeting.
The mandate period of the Election Committee shall extend until a new election
committee has been appointed. The Company shall reimburse costs associated with
the performance of the Election Committee's assignment. The members of the
Election Committee shall receive no remuneration from the Company.
The assignment of the Election Committee shall include evaluating the
composition and work of the Board of Directors and providing proposals to the
Annual General Meeting in respect of:
* Chairman to preside over the Annual General Meeting;
* Directors and Chairman of the Board of Directors;
* Fees to directors not employed by the Company;
* Where appropriate, election of a registered audit firm and audit fees; and
* Principles for how members of the Election Committee are to be appointed.
In the event that a member of the Election Committee resigns or is prevented
from fulfilling the assignment, the remaining members shall, among the
shareholders of the Company, be able to appoint a suitable replacement to the
Election Committee for the remainder of the mandate period.
PROPOSAL OF THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b
Â 9b.Resolution with respect to disposition of the Company's earnings according
to the adopted Balance Sheet
The Board of Directors proposes a dividend to the shareholders of SEK 5.00 per
share (SEK 5.00) and Friday, 27 August 2010, as the record date for receipt of
the dividend. Subject to approval by the Annual General Meeting in accordance
with the proposal, the dividend is expected to be paid via Euroclear Sweden AB
on Wednesday, 1 September 2010, to shareholders of record on the record date.
Â 15.Resolution with respect to guidelines for remuneration to members of senior
The Board of Directors proposes that the Annual General Meeting passes a
resolution on guidelines for remuneration to members of senior management,
essentially as follows:
The guidelines shall apply to remuneration to the President and the other
members of Addtech's Group management ("the Group Management").
Addtech strives to offer total remuneration which is reasonable and competitive,
and which thereby serves to attract and retain qualified associates. The total
remuneration, which varies in relation to the individual's and the Group's
performance, may consist of the components set out below.
A fixed salary shall constitute the basis for the total remuneration. The salary
shall be competitive and reflect the responsibility involved in the work. The
fixed salary shall be reviewed on an annual basis.
Variable remuneration may be based, among other factors, on the Group's growth
in earnings, profitability and cash flow. The annual variable portion may be for
a maximum of 40 percent of the fixed salary.
The Board of Directors will evaluate on an annual basis whether or not a
long-term incentive scheme shall be proposed to the Annual General Meeting and,
if such is the case, whether or not the proposed long-term incentive scheme
shall include conveyance of shares in the Company.
Retirement pension, health care benefits and medical benefits shall be designed
in such a way as to reflect rules, regulations and established practice in the
marketplace. Pension plans shall be defined-contribution pension plans to the
greatest extent possible.
Other benefits may be provided to individual members or the entire Group
Management and will be designed relative to established practice in the
marketplace. These benefits shall not constitute a significant portion of total
Members of Group Management are obliged to observe a 6-month period of notice in
the event of termination at the initiative of the employee and shall have a
right to a maximum of a 12-month period of notice in the event of termination at
the initiative of the Company. In the event of termination at the initiative of
the Company, members of the Group Management shall have the right to a severance
payment equivalent to a maximum of 12 months' salary, in addition to salary and
other employment benefits during the period of notice. No severance payment
shall be payable in the event of termination at the initiative of the employee.
The Board of Directors shall have the right to deviate from the abovementioned
guidelines in individual cases and where special reasons exist. In the event of
any such deviation, information about this and the reasons for the deviation
shall be reported at the next Annual General Meeting.
The Remuneration Committee appointed by the Board of Directors prepares and
compiles proposals to the Board of Directors for remuneration to the President.
Based on proposals by the President, the Remuneration Committee makes decisions
regarding remuneration to the other members of the Group Management. The Board
of Directors is informed of the decisions of the Remuneration Committee.
Â 16.Resolution regarding issuing call options for bought-back shares and the
transfer of bought-back shares to management personnel ("the 2010 Share-Related
The Board of Directors proposes that the Annual General Meeting should pass a
resolution to adopt a long-term incentive scheme, the 2010 Share-Related
Incentive Scheme ("the Scheme"). The scheme, which it is proposed will include
around 24 members of management personnel within the Addtech Group, involves the
participants being given the opportunity to acquire, at market price, call
options relating to class B shares in Addtech AB (publ) ("the Company") bought
back by the Company, with the participants receiving a certain subsidy on
premiums paid for the options after two years.
The proposal of the Board of Directors also involves the Annual General Meeting
approving the Company transferring - in deviation from the shareholders'
preferential rights -up to 236,000 of the Company's bought-back class B shares
to the option holders at the agreed exercise price in connection with any
exercise of the call options (subject to any recalculations). Finally, the
proposal of the Board of Directors also involves the Annual General Meeting
approving the possibility of class B shares which the Company has acquired in
accordance with previous authorisation being transferred in order to guarantee
the provision of shares in accordance with the proposed Scheme. The Company
currently holds a total of 466,800 class B shares in the Company.
This proposal has been prepared by the Company's Remuneration Committee in
consultation with the Company's Board of Directors. The decision to propose the
Scheme to the Annual General Meeting was taken by the Board of Directors.
The Scheme involves the following main terms and conditions:
a)The number of call options to be issued shall not exceed 236,000,
corresponding to 1.0% of the total number of shares and 0.7% of the total number
of votes in the Company. Each call option entitles the holder to acquire one (1)
repurchased class B share in the Company during the period from 16 September
2013 to 30 May 2014, inclusive. Shares may not, however, be purchased during any
such period when trading in the Company's shares is forbidden in accordance with
section 15 of the Swedish Reporting Duty for Certain Holdings of Financial
Instruments Act (2000:1087) or any other equivalent legislation which applies at
any given time.
b)The purchase price for shares on exercising options shall correspond to 120%
of the volume-weighted average of the price paid for the Company's B shares on
the NASDAQ OMX Stockholm during the period from 30 August to 10 September 2010,
c)The right to acquire call options shall be granted to the Group Management and
approximately 18 members of management within the Addtech Group who are directly
able to have an impact on the Group's profits. The President and Chief Executive
Officer shall be offered a maximum of 23,000 call options, and other management
personnel will be divided into four different categories, in which individuals
will be offered a maximum of 16,500 and a minimum of 4,000 call options.
d)If persons who are entitled to an allocation refrain in full or in part from
acquiring call options offered to them, such unacquired call options shall be
divided on a pro rata basis between those persons who are entitled to an
allocation and who have expressed their interest in acquiring additional call
options in writing. Persons who are entitled to an allocation may not come to
acquire more than an additional 30% of the original number of call options
offered in this manner.
e)The Board of Directors shall establish with final effect the distribution of
call options according to the principles outlined in items 16c) and d) above,
and the number of call options the employees within each category shall be
offered for acquisition.
f)Notice of acquiring call options must be given no later than 11 September
g)The premium for the call options shall correspond to the market value of the
call options as per an external independent valuation, applying an accepted
valuation method. The measuring period for underlying share prices on
calculating the option premium shall be from 6 September 2010 until 10 September
h)Issuing call options to employees outside Sweden is dependent on tax effects,
there being no legal impediment, and the Board of Directors deeming that such
allocation can be carried out with reasonable administrative and financial
resources. The Board of Directors shall be entitled to make such minor
amendments to the Scheme as required by applicable foreign legislation and
i)The call options are freely transferable.
j)The number of shares which the call options bring entitlement to acquire and
the exercise price may be recalculated as a result of e.g. bonus issues, share
consolidations or splits, new issues, a reduction in the share capital or
similar actions. The point in time at which shares are transferred may be
brought forward as a result of any merger or similar actions.
k)In order to encourage participation in the Scheme, a subsidy shall be paid
corresponding to the premium paid for each call option. This subsidy shall be
paid during September 2012, providing that the option holder's employment with
the Group has not been terminated and that the call options have not been
disposed of prior to this point.
l)Within the constraints of the above terms, conditions and guidelines, the
Board of Directors shall be responsible for the further formulation and
administration of the Scheme.
The costs of the Scheme consist of the subsidy paid during September 2012 as
detailed above and the social security charges payable on this subsidy. The
total cost of the subsidy, including social security charges, has been estimated
at approximately SEKÂ 2.3 million after corporation tax (calculated based on the
prevailing market conditions on 14 July 2010). Against this subsidy, the option
premium corresponds to a total of approximately SEKÂ 2.4 million which the
Company will receive on transferring the call options, as a result of which the
Scheme will not involve any net charge to the Company's equity.
The reason for allowing deviations from shareholders' preferential rights and
the Board's reasons for carrying out this Scheme are that senior management in
the Addtech Group should be able to benefit from and strive for, through their
own investment, an increase in the price of the Company's shares, thus more
closely aligning the interests of senior managers and shareholders in the
Company. The intention of the Scheme is also to contribute towards management
personnel increasing their shareholdings in Addtech in the long term. The Scheme
is also expected to create the right conditions for retaining and recruiting
skilled personnel for the Addtech Group, to provide competitive remuneration and
to align the interests of the shareholders and management. Those members of
management included in the Scheme are the group who, in an otherwise heavily
decentralised organisation, are able to have a positive impact on profits
through cooperation between the Group's subsidiaries. On the basis of this, the
Board of Directors believes that the introduction of the Scheme will have a
positive effect on the continued development of the Addtech Group, and that the
Scheme will benefit both the shareholders and the Company.
Since autumn 2009, a long-term incentive scheme, the 2009 Share-Based Incentive
Scheme, has been in effect by which 22 members of senior management have
acquired a total of 236,000 call options entitling the holders to acquire an
equal number of class B shares in the Company. The exercise price for these call
options is set at SEK 127.70 per share, and the exercise period is from 3
September 2012 to 14 June 2013, inclusive. If all these options were to be
exercised, the number of shares outstanding would increase by 236,000,
corresponding to 1.0 percent of the total number of shares and 0.7 percent of
the total number of votes in the Company. The total of these 236,000 shares are
represented by class B shares already repurchased by the Company.
The resolution proposed by the Board of Directors in accordance with point 16
must be seconded by shareholders representing not less than nine tenths of the
votes cast and shares represented at the Annual General Meeting.
Â 17. Authorisation for the Board of Directors to decide on the purchase and
conveyance of own shares
The Board of Directors proposes that the Annual General Meeting passes a
resolution authorising the Board of Directors to decide - during the period
until the next following Annual General Meeting - to repurchase up to the
maximum number of class B shares so that the Company's holding of own shares at
any given time does not exceed 10 percent of the total number of shares
outstanding in the Company. Purchases shall be made on the NASDAQ OMX Stockholm
at a price within the price range registered at any given time, which is the
interval between the highest purchase price and the lowest sale price.
The Board of Directors further proposes that the Annual General Meeting
authorises the Board of Directors - during the period until the next Annual
General Meeting - to sell its own shares held in treasury in conjunction with
acquisitions of companies or businesses in ways other than on the NASDAQ OMX
Stockholm. The authorisation may be exercised on one or more occasions and
shares held in treasury by the Company at the time of the decision of the Board
of Directors. The authorisation includes a right to decide to deviate from
shareholders' preferential rights and that payment may be effected in forms
other than money.
The purpose of the authorisation is to enable the Group's capital structure to
be adjusted as well as to enable companies or business operations to be acquired
in future through payment of own shares. Holding its own shares also safeguards
the Company's commitments in the Share-Based Incentive Scheme resolved by the
2009 AGM and the Share-Based Incentive Scheme proposed in item 16 above.
The resolution proposed by the Board of Directors in accordance with point 17
must be seconded by shareholders representing not less than two thirds of the
votes cast and shares represented at the Annual General Meeting.
The Company has issued a total of 22,732,832 shares. 1,097,094 of these are
class A shares and 21,635,738 are class B shares, of which 466,800 are held by
the Company. The total number of votes, after deducting the shares held by the
Company, is 32,139,878. This information relates to the situation at the time of
issuing this notice.
The financial accounts, the auditor's report and the Board of Directors' full
proposals in accordance with points 9b (including the Board of Directors'
statement in accordance with Chapter 18, section 4 of the Swedish Companies
Act), 15 (including the auditor's statement in accordance with Chapter 8,
section 54 of the Swedish Companies Act and the Remuneration Committee's
assessment of incentive schemes and application of the guidelines for
remuneration to senior management approved by the AGM), 16 and 17 (including the
Board of Directors' statement in accordance with chapter 19, section 22 of the
Swedish Companies Act) on the agenda will be available from the Company from
Tuesday 10 August 2010 onwards, and will be sent to those shareholders who
request this and provide their postal addresses. These documents will also be
available on the Company's website from the same time. The Election Committee's
proposals and details of all proposed members of the Board of Directors will be
available on the Company's website from the date of issue of this notice.
Stockholm, July 2010
The Board of Directors
Addtech AB (publ)
Addtech AB, Box 5112, SE-102 43 Stockholm, Sweden, Phone +46 8 470 49Â 00, Fax
+46 8 470 49Â 01
For further information, please contact:
Kennet GÃ¶ransson, Chief Financial Officer, +46 8 470 49 10
Notice to attend the Annual General Meeting of Addtech AB (publ): http://hugin.info/132861/R/1432759/378780.pdf
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Source: Addtech AB via Thomson Reuters ONE