Notice to attend the Annual General Meeting of AddLife AB (publ)

The shareholders of AddLife AB (publ) (the “Company”), reg. no 556995-8126, are hereby given notice to attend the Annual General Meeting to be held at 4:00 p.m. CEST, Thursday, 4 May 2023, at World Trade Center, room New York, Klarabergsviadukten 70, Stockholm, Sweden. Registration for the meeting commences at 3:30 p.m. CEST.

 

NOTICE OF PARTICIPATION

Shareholders who wish to participate in the proceedings of the Annual General Meeting must:

• be entered in the shareholders’ register kept on behalf of the Company by Euroclear Sweden AB as of the record date, Tuesday 25 April 2023; and
• give notice of attendance via https://anmalan.vpc.se/EuroclearProxy/, by e-mail to [email protected], by post under the address: Addlife AB (publ), "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by telephone +46 (0)8-402 91 33 (weekdays at 09:00-16:00), not later than by Thursday 27 April 2023. Such notice must contain the shareholder’s name, personal identification number (organisation number), address, telephone number, the number of shares as well as any attending counsel, maximum two.

 

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company’s handling of personal data, please refer to our privacy policy: https://www.add.life/privacy-policy-and-cookies.

To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Annual General Meeting, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date of Tuesday 25 April 2023. This re-registration may be temporary (known as “voting rights registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee not later than Thursday 27 April 2023, will be recognised in the shareholders’ register.

 

Where participation will be by proxy by virtue of power of attorney, the shareholder shall issue a written power of attorney which shall be dated and signed and attach any documents verifying authority. Proxies for legal entities must also be accompanied by a certified copy of a registration certificate or equivalent document verifying authority. A copy of the power of attorney and any registration certificate should, well in advance before the meeting be sent to the above address or by email to [email protected]. The original version of the power of attorney shall also be presented at the meeting. The Company provides a proxy form to shareholders on the Company’s website www.add.life/en/investors/corporate-governance/general-meeting/ latest on Thursday 13 April 2023.

 

PROPOSED AGENDA

1. Opening of the Meeting.
2. Election of chairman at the meeting.
3. Preparation and approval of voting list.
4. Approval of the board of directors’ proposed agenda.
5. Election of one or two persons to approve the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual accounts and the audit report and the consolidated financial statements and the consolidated audit report.
8. Address by the CEO.
9. Resolution
   • regarding adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
   • regarding allocation of the Company’s earnings in accordance with the duly adopted balance sheet, and
   • regarding discharge from liability for the members of the board of directors and the CEO.
10. Report on the work of the nomination committee.
11. Determination of the number of board members.
12. Resolution of fees for the board of directors and the auditor.
13. Election of board members and chairman of the board of directors.
14. Election of auditor.
15. Presentation and resolution regarding approval of remuneration report.
16. Resolution regarding issuing of call options for repurchased shares and the transfer of repurchased shares to management personnel (the “2023 Share-Related Incentive Scheme”).
17. Resolution regarding authorization for the board of directors to decide on the purchase and transfer of own shares.
18. Resolution regarding authorization for the board of directors to resolve on a new issue of up to 10 percent of the number of shares.
19. Resolution regarding amending the articles of association.
20. Closing of the Meeting.

 

THE NOMINATION COMMITTEES PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2 AND 11–14 ON THE AGENDA

In accordance with the resolved principles for appointment of nomination committee, the chairman of the board of directors has contacted the Company’s five largest shareholders in terms of votes as of the 30 September 2022 and asked them to, in addition to the chairman, appoint members to constitute the nomination committee for the Annual General Meeting of 2023.

 

The nomination committee consists of Johan Sjö (chairman of the board of directors), Håkan Roos (appointed by RoosGruppen AB), Stefan Hedelius (appointed by Tom Hedelius), Hans Christian Bratterud (appointed by Odin Fonder), Christoffer Geijer (appointed by SEB Investment Management) and Patricia Hedelius (appointed by AMF). Håkan Roos is the chairman of the nomination committee. The nomination committee, whose members represents 44.0 percent of the votes in the Company, proposes the following resolutions:

 

2. Election of Chairman at the meeting

The chairman of the board of directors, Johan Sjö, is proposed as chairman of the meeting.

11. Determination of the number of board members

The nomination committee proposes that the board of directors shall consist of six (6) board members.

12. Determination of fees for the board of directors and the auditor

The nomination committee propose the fees to be distributed as follows: SEK 725,000 to the chairman of the board of directors and SEK 360,000 to each of the other board members appointed by the Annual General Meeting. The total fees to the board of directors amounts to SEK 2,525,000. The nomination committee's motives for increasing fees are based on the Company's size, the complexity of the business, growth ambitions and to ensure long-term competitive remuneration.

The fee to the chairman of the audit committee is proposed to amount to SEK 75,000. It is proposed that no other remuneration shall be paid to other members of the audit committee and the remuneration committee for committee work.

Audit fees are proposed to be according to approved invoice.

13. Election of board members and chairman of the board of directors

Johan Sjö, Håkan Roos, Stefan Hedelius, Eva Nilsagård, Birgit Stattin Norinder and Eva Elmstedt are proposed to be re-elected as board members.

Johan Sjö is proposed to be re-elected as chairman of the board.

Descriptions of the individuals that are proposed for re-election can be found in the Company’s Annual Report for 2022 and on the Company’s website www.add.life.

14. Election of Auditor

The nomination committee proposes re-election of the auditing company KPMG AB as auditor. KPMG AB has notified that if KPMG AB is elected as auditor, Helena Nilsson will be appointed as the auditor in charge. The nomination committee's proposal is in accordance with the audit committee’s recommendation.

 

PROPOSALS BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b AND 15-19

9b. Resolution regarding allocation of the Company’s earnings in accordance with the duly adopted balance sheet

The board of directors proposes that the profits are allocated so that SEK million 146.2 (243.9) are distributed to the shareholders and that the remaining part of the Company’s earnings, SEK million 2,415.8 (2,605.6) are balanced in a new account.

 

Accordingly, the board of directors proposes to distribute SEK 1.20 per share, irrespectively of class of shares to the shareholders, and that Monday 8 May 2023 shall be the record day for obtaining the dividend. The class B shares held by the Company are excluded from distribution of dividend.

If the Annual General Meeting resolves in accordance with the proposal, the dividend is estimated to be distributed through the agency of Euroclear Sweden AB on Thursday 11 May 2023 to those who are registered in the share register on the record date.

15. Presentation and resolution regarding approval of remuneration report

The board of directors proposes that the Annual General Meeting resolves to approve the board of directors’ report on remunerations for the year 2022 pursuant to Chapter 8, Section 53a of the Swedish Companies Act.

16. Resolution regarding issuing of call options for repurchased shares and the transfer of repurchased shares to management personnel (the “2023 Share-Related Incentive Scheme”)

The board of directors proposes that the Annual General Meeting resolves to adopt a long-term incentive scheme, the 2023 Share-Related Incentive Scheme (the “Scheme”). The Scheme is proposed to include approximately 70 members of management personnel within the AddLife Group in which the participants are being given the opportunity to acquire, at market price, call options of class B shares in the Company repurchased 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, with deviation from the shareholders’ preferential rights, up to 250,000 of the Company’s repurchased 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).

 

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 has been taken by the board of directors. The Company’s board members are not included in the Scheme.

 

The Scheme involves the following main terms and conditions:

 

a) The number of call options to be issued shall not exceed 250,000, corresponding to approximately 0.2 percent of the total number of shares and approximately 0.2 percent of the total number of votes in the Company (by the Company held shares included). Each call option entitles the holder to acquire one (1) repurchased class B share (“Share”) in the Company during the period commencing on 1 June 2026 up to and including 26 February 2027. Shares may not, however, be purchased during any such period when trading in the Company’s shares is forbidden in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) or any other equivalent legislation which applies at any given time.

b) The purchase price for the Shares (“Exercise price”) on exercising options shall correspond to 120 percent of the volume-weighted average of the price paid for the Company’s Share on Nasdaq Stockholm during the period commencing on 5 May 2023 up to and including 19 May 2023.

c) The right to acquire call options shall be granted to the Group Management and approximately 60 members of management within the AddLife Group who are directly able to have an impact on the Group’s profits. The Company’s CEO shall be offered a maximum of 30,000 call options, and other Group management personnel shall be offered a maximum of 20,000 call options per individual person and other management personnel will be divided into four different categories, in which individuals will be offered a maximum of 8,000 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 percent 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 c) and d) above, and the number of call options the employees within each category shall be offered to acquire.

f) Notice of acquiring call options must be given no later than 2 June 2023.

g) The premium for the call options shall correspond to the market value of the call options as per an external independent valuation, applying the Black & Scholes model. The measuring period for calculating the option premium shall be based on the volume weighed average of the price paid for the Company’s Share on Nasdaq Stockholm during the period commencing on 12 May 2023 up to and including 22 May 2023. Market valuation of the call options acquired by the Company's new CEO shall be made in connection with the allotment.

h) Issuing of call options to employees outside Sweden is dependent on tax effects, there being no legal impediment, and that the board of directors deems 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 regulations.

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 of 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 may be paid corresponding to the premium paid for each call option. This subsidy will in this case be paid during June 2025.

l) If the holder of the call options does not wish to exercise all of the call options and give a notice to the Company of this, the Company has a right to repurchase the call options from the holder. Acquisition of call options shall be made to a price that at any time corresponds to, at the maximum, the market price. Repurchase of call options may not, however, be made during any such period when trading in the Company’s shares is forbidden under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) or any other equivalent legislation which applies at any given time.

m) 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 June 2025 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 SEK 8 million after corporation tax (calculated based on the prevailing market conditions on 17 March 2023). Against this subsidy, the option premium corresponds to a total of approximately SEK 8 million (calculated based on the prevailing market conditions on 17 March 2023) 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 the shareholders’ preferential rights and the board’s reason for carrying out the Scheme is that senior management in the AddLife 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 shareholding in the Company in the long term. The Scheme is also expected to create the right conditions for retaining and recruiting skilled personnel to the AddLife 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 AddLife Group, and that the Scheme will benefit both the shareholders and the Company.

 

The Company has other long-term incentive schemes since earlier, the 2020, 2021 and 2022 Share- related Incentive Scheme.

 

In the 2020 scheme 250,000 call options are outstanding which entitles to acquisition of 1,000,000 Shares in the Company. The exercise price for these call options is fixed to SEK 98.40 per Share and the exercise period covers the period commencing on 19 June 2023 up to and including 28 February 2024.

 

In the 2021 scheme 250,000 call options are outstanding which entitles to acquisition of 250,000 Shares in the Company. The exercise price for these call options is fixed to SEK 259.0 per Share and the exercise period covers the period commencing 10 June 2024 up to and including 28 February 2025.

 

In the 2022 scheme 150,000 call options are outstanding which entitles to acquisition of 150,000 Shares in the Company. The exercise price for these call options is fixed to SEK 250.07 per Share and the exercise period covers the period commencing on 9 June 2025 up to and including 27 February 2026.

 

1,400,000 underlying Shares in the Company in outstanding call options corresponds to 593,189 already repurchased Shares in the Company.

 

The resolution proposed by the board of directors in accordance with item 16 must be approved by shareholders representing not less than nine tenths (9/10) of the votes cast and shares represented at the Annual General Meeting.

17. Resolution regarding authorization for the board of directors to decide on the purchase and transfer of own shares

The board of directors proposes that the Annual General Meeting resolves to authorize 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 in the Company. Purchases shall be made on the Nasdaq 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. Purchase shall be done against payment in cash and may be done at one or several occasions.

 

The board of directors further proposes that the Annual General Meeting authorizes the board of directors – during the period until the next Annual General Meeting – to sell its own shares of class B in ways other than on the Nasdaq Stockholm. The authorization may be exercised on one or more occasions and includes all shares held in treasury by the Company at the time of the decision of the board of directors. Transfer shall be made in accordance with the terms of the share-related incentive scheme that was decided on the Annual General Meeting 2020, 2021 and 2022 and the share-related incentive scheme as proposed above under item 16, and otherwise at a market value assessed by the board of directors. The authorization 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 authorization is to enable the Group’s capital structure to be adjusted as well as to enable companies or business operations to be acquired in the future through payment with own shares. Through holding of own shares, the Company’s commitment in the share-related incentive scheme that was decided on the Annual General Meeting 2020, 2021 and 2022 and the share-related incentive scheme as proposed above under item 16 are secured.

 

The resolution proposed by the board of directors in accordance with item 17 must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Annual General Meeting.

18. Resolution regarding authorization for the board of directors to resolve on a new issue of up to 10 percent of the number of shares

With the purpose of enabling more company acquisitions and to strengthen the Company’s financial position, the board of directors proposes that the Annual General Meeting resolve to authorize the board of directors – during the period until the next following Annual General Meeting – to decide on the issue of new shares, on one or more occasions, with or without deviation from shareholders' preferential rights. However, such issues may not cause the Company's registered share capital or the number of shares in the Company to increase by more than a total of 10 percent, based on the Company's registered share capital or the number of shares prior to exercise of the authorization. Payment shall be possible in cash, in kind, against payment by set-off or otherwise with terms. Issues with deviation from shareholders' preferential rights shall take place on market-related terms and conditions.

 

The board of directors, the CEO, or the person appointed by the board of directors, shall be entitled to make the minor adjustments that may prove necessary in connection with the registration thereof.

 

The resolution proposed by the board of directors in accordance with item 18 must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Annual General Meeting.

19. Resolution regarding amending the articles of association

Chapter 7, Section 4a of the Swedish Companies Act states that the articles of association may state that the board of directors may decide before a general meeting that the shareholders shall be able to exercise their voting rights by post before the general meeting.

 

In order to be able to use the alternatives specified in the Swedish Companies Act with regard to deciding on postal voting, the board of directors proposes that § 12 and § 13 of the articles of association be adjusted in accordance with the wording below.

 

Proposed wording

§ 12 Notice convening General Meetings shall be issued through announcement in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) as well as on the company’s website. Announcement to the effect that a notice convening a General Meeting has been issued shall at the same time be made in Svenska Dagbladet. Shareholders wishing to attend the Meeting must notify the Company of their, as well as a maximum of two assistants, participation no later than the date stated in the notice of the General Meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not occur earlier than the fifth weekday prior to the General Meeting. § 13 The Board of Directors may solicit proxies at the Company’s expense in accordance with the procedure set out in Chapter 7, Section 4, Paragraph 2 in the Swedish Companies Act (2005:551). Before a general meeting, the board may decide that the shareholders shall be able to exercise their voting rights by post in advance of the general meeting.

 

The board of directors further proposes an adjustment of § 11 of the articles of association regarding when the Annual General Meeting shall be held at the latest as follows.

 

Proposed wording

§ 11 subpara. 1 The Annual General Meeting shall be held not later than during the month of June. The following items of business shall be addressed at the Annual General Meeting:

 

The board of directors proposed new articles of association is available on the Company’s website.

 

The board of directors, the CEO, or the person appointed by the board of directors, shall be entitled to make the minor adjustments that may prove necessary in connection with the registration thereof.

 

The resolution proposed by the board of directors in accordance with item 19 must be approved by shareholders representing not less than two thirds (2/3) of the votes cast and shares represented at the Annual General Meeting.

 

SHARES AND VOTES

The Company has issued a total of 122,450,250 shares. 4,615,136 of these are class A shares and 117,835,114 are class B shares, whereof the Company holds 593,189. The total number of votes, after subtraction of the shares held by the Company, are 163,393,285. The above information relates to the situation at the time of issuing this notice.

 

SHAREHOLDERS’ REQUEST FOR INFORMATION

Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act (Sw. aktiebolagslagen), the board of directors and the President/CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information at the meeting, regarding circumstances which may affect the assessment of a matter on the agenda or of the Company’s economic situation. Such duty to provide information also comprises the Company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are set out in the foregoing sentence.

 

DOCUMENTATION

The financial accounts, the auditor’s report and the board of directors’ full proposals in accordance with items 9b (including the board of directors’ statement in accordance with Chapter 18 Section 4 of the Swedish Companies Act), 16, 17 (including the board of directors’ statement in accordance with Chapter 19 Section 22 of the Swedish Companies Act), 18 and 19 on the agenda and the auditor’s statement in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the remuneration report that shall be presented for approval at the Annual General Meeting according to item 15 will be available at the Company at latest three weeks before the Annual General Meeting and will be sent to those shareholders who request it and provide their postal address. These documents will also be available on the Company’s website from the same time. The nomination 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, March 2023

The board of directors

AddLife AB (publ)

 

AddLife AB, Box 3145, SE-103 62 Stockholm, Sweden
Phone +46 (0)8- 420 038 30
www.add.life
[email protected]

For more information, contact;
Fredrik Dalborg, CEO, [email protected], +46 70 516 09 01 
Christina Rubenhag, CFO, [email protected], +46 70 546 72 22

AddLife is an independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sectors, mainly in the Nordic region and rest of Europe. AddLife has about 2,200 employees in some 85 operating subsidiaries. The Group currently has net sales of approximately SEK 9 billion. AddLife shares are listed on Nasdaq Stockholm.

The information in this press release is of the nature that AddLife AB (publ) is obliged to make public pursuant to Nasdaq Stockholm rulebook for issuers. The information was submitted for publication, through the agency of the contact persons set out above, on 29 March 2023 at 15.00 (CET).