NOTICE OF ANNUAL GENERAL MEETING IN SAFETURE AB (publ)
The shareholders of Safeture AB (publ) reg. no. 556776-4674 (the “Company”) are hereby summoned to attend the Annual General Meeting (the “AGM”) on 25 May 2023 at 10.00 CEST at the Company’s premises, Kung Oskars väg 11C in Lund. Registration starts at 09.30 CEST.
Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 16 May 2023 and shall have notified the Company of their intention to participate at the AGM no later than on 19 May 2023. Notice to participate shall be given in writing by e-mail to [email protected] or by post to Safeture AB (publ), att. Linda Canive, Kung Oskars väg 11C, SE-222 35 Lund. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 19 May 2023 and shareholders must, therefore, instruct their nominees well in advance thereof.
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.safeture.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
- Opening of the meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on
- adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
- allocation of the Company’s result according to the adopted balance sheet
- discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board members and auditor
- Election of Board members:
- Flemming Breinholt (re-election)
- Sofia Kinberg (re-election)
- Pontus Kristiansson (re-election)
- Christian Lindgren (re-election)
- Johannes Boson (re-election)
- Election of Chairman of the Board
Flemming Breinholt (re-election)
- Election of auditor
Ernst & Young Aktiebolag (re-election)
- Resolution on authorization for the Board of Directors to issue shares
- The Board’s proposal to adopt a long-term incentive program for management and other employees in the Company
- Closing of the meeting
Proposals
The nomination committee’s proposals (item 2 and 9-13)
The Nomination Committee proposes the AGM to resolve:
that Flemming Breinholt is elected Chairman of the AGM,
that the Board of Directors shall consist of five (five) Board members and,
that one registered audit firm with no deputy auditors is elected as auditor of the Company,
that remuneration to the Board shall be four Swedish price base amounts as of year 2023 (three price base amounts as of year 2022) to the Chairman of the Board and two Swedish price base amounts as of year 2023 (one and a half Swedish price base amounts as of year 2022) each to the other Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Flemming Breinholt, Sofia Kinberg, Pontus Kristiansson, Christian Lindgren and Johannes Boson are re-elected as Board members for the period until the end of the next AGM,
that Flemming Breinholt is re-elected as Chairman of the Board, and
that Ernst & Young Aktiebolag is re-elected as audit firm. (Ernst & Young Aktiebolag has informed that the authorized auditor Erik Mauritzson shall be appointed principle auditor, if the AGM resolves in accordance with the proposal).
The Nomination Committee has resolved to not propose any updated principles for appointment of the Nomination Committee whereby the principles which were adopted at the Annual General Meeting 2022 shall continue to apply.
The Board’s proposals
Resolution on allocation of the Company’s result (item 8.b))
The Board of Directors proposes that no dividend is to be paid for the financial year 2022.
Resolution on authorization for the Board of Directors to issue shares (item 14)
The Board of Directors proposes that the AGM authorizes the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on new issue of shares, with or without deviation from the shareholders’ pre-emption rights and with or without conditions on non-cash, set-off or other conditions. The reason for deviating from the shareholders’ pre-emption rights is to enable the Company to raise working capital, to carry out company acquisitions or acquisitions of operating assets and to enable issue to industrial partners within the framework of collaborations and alliances. The number of shares that can be issued with the support of authorization shall be limited in such a way that the number of shares after a fully subscribed new issue does not increase by more than 20 percent of the shares outstanding at the time of this notice. To the extent that a new issue takes place with deviation from the shareholders’ pre-emption rights, the new issue shall take place on market terms.
The Board’s proposal to adopt a long-term incentive program for management and other employees in the Company (item 15)
The Board of Directors proposes that the AGM resolves to issue not more than 700,000 warrants of series 2023/2026 within the scope of a long-term incentive program for management and other employees within Safeture as follows.
In total, the incentive program will comprise not more than 5 management personnel and not more than 26 other employees in Safeture. In addition, future employees can be invited to acquire warrants. The incentive program entails that Safeture’s employees are offered to acquire warrants at market value calculated according to the Black-Scholes valuation formula.
Each warrant shall entitle the holder to subscribe for one new share in the Company at an exercise price corresponding to 150 percent of the volume weighted average price of the Company’s share during a period of ten trading days immediately preceding the offer to acquire warrants, however, not less than the quota value of the Company’s share. The number of shares that each warrant entitles to, as well as the exercise price, will be recalculated should the Company resolve on a share split, consolidation of shares, issue, etc. in accordance with customary recalculation conditions. The full terms and conditions for the warrants shall apply in all other aspects, as set out in the Board’s complete proposal.
Each warrant entitles the holder to subscribe for one new share in Safeture during the period from and including 8 June 2026 to and including 26 June 2026.
The price per warrant shall be determined by an independent valuation institute as appointed by the Company and correspond to the market value of the warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 4.66 per share, the market value of the warrants has been preliminarily calculated to SEK 0.98 per warrant.
The last day for acquisition of warrants shall be the day prior to the AGM 2024. If acquisitions cannot take place before this date due to the participant having access to insider information, acquisitions must be made as soon as practicably possible after the information has ceased to be considered as insider information. The same principle applies during so-called “closed periods” according to the EU Market Abuse Regulation.
To be entitled to participate in the incentive program, the participant must have entered into an advance purchase agreement with Safeture, whereby Safeture, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment or assignment in Safeture ends or if the participant in turn wishes to transfer the warrants before the warrants can be exercised.
Allocation of warrants
The right to subscribe for warrants shall accrue to the Company’s CEO, no more than 5 other management personnel and no more than 26 other employees in Safeture. In addition, future employees can be invited to acquire warrants. The Company’s CEO (category 1) shall be offered to acquire 200,000 warrants, every other management personnel who is offered to participate in the incentive program (category 2) shall be offered to acquire 50,000 warrants and every other employee who is offered to participate in the incentive program (category 3) shall be offered to acquire 10,000 warrants. If warrants within a certain category remain after all notifications within the category have been satisfied (i.e., in the case of so-called "undersubscription"), the remaining number of warrants can be allocated to participants in the same or another category, whereby the Board of Directors shall decide the distribution based on the number of warrants notified for each person who wishes additional allocation. However, such allocation may at most entail that the maximum number of warrants per person within a certain category is exceeded by 100 percent. In the event of oversubscription, the number of warrants shall be reduced pro rata for the participants (regardless of category) based on how many warrants each participant has registered to subscribe for. A prerequisite for the offer shall be that the person concerned has entered into a pre-emption agreement with the Company. The Board of Directors shall have the right to decide on the detailed allocation in accordance with the above principles.
Costs and dilution
The warrants will be transferred at market value, which means that no social security contributions are to be paid by Safeture due to the acquisition of the warrants.
Based on the number of shares in Safeture per day of the notice to the AGM, the maximum dilution effect of the warrant program will be approximately 1.76 percent. Taking into account the shares that can be issued in accordance with previously implemented incentive programs in the Company, as well as the incentive program proposed by the Nomination Committee to Board members of Safeture, the maximum dilution amounts to approximately 4.43 percent.
The incentive program is only expected to have a marginal effect on the Company’s key ratios.
The rationale for the incentive program
The Board of Directors considers that a share-related incentive program is an important part of a competitive remuneration package to attract and motivate management and employees, as well as maximize value for all shareholders. The Board of Directors further considers that the warrant program will increase the participants’ involvement in the Company’s operations, strengthen the loyalty to the Company and be in favor of both the Company and its shareholders.
Preparation of the proposal
The incentive program has been prepared by the Board of Directors in consultation with external advisors. The proposal has been reviewed at meetings of the Board of Directors during the spring of 2023.
For a description of the Company’s other long-term incentive programs, please visit Safeture’s website, www.safeture.com.
Majority requirements
Resolution in accordance with item 14 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM. Resolution in accordance with item 15 above require approval of at least nine tenths (9/10) of the shares represented and votes cast at the AGM.
Further information
As per the date of the issue of this notice, the total number of shares and votes in the Company are 39,147,043. The Company does not hold any own shares.
The annual report, audit report, proxy forms, the Board’s complete proposals as well as complete underlying documentation will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.
The Company has its registered office in Lund.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lund, April 2023
Safeture AB (publ)
The Board of Directors
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
About Safeture AB
Safeture (founded in 2009) is a Software as a Service (SaaS) company based in Sweden. The company offers a complete platform designed to handle safety and risks for employees, wherever they are. Through world-leading technology and innovative solutions, Safeture helps risk management- and assistance providers secure their clients, global companies, and organizations to protect what matters most – their people. The Safeture share is listed on NASDAQ First North Growth Market Stockholm (ticker: SFTR). Redeye is the Certified Adviser.
