Press release
NOTICE OF ANNUAL GENERAL MEETING 2022 OF
The shareholders of
The Board has decided, with the support of § 12 of the Company's Articles of Association, that those shareholders who are unable or unwilling to physically participate in the meeting shall be able to submit their votes in advance by so-called postal voting. More information about it below.
General requirements for participation
Shareholders who wish to participate in the meeting, regardless of whether this is done physically or by postal vote, must be entered in the share register kept by
Shareholders with nominee-registered shares must temporarily have the shares re-registered in their own name as of the record date and contact should be made with the bank / nominee well in advance. The nominee has the opportunity to make such voting rights retroactive, however, no later than Thursday
Requirements for participation through physical presence in the meeting room
Shareholders who wish to participate in the Annual General Meeting in the meeting room, in person or by proxy, must also register with the Company no later than
Registration for the meeting must be made either via a digital form available via the company's website www.sdiptech.se, or by e-mail to sdiptech@postrosta.se or by regular mail to
When registering, shareholders must state their name, telephone number during the day and personal or organization number. Shareholders or their representatives have the right to include a maximum of two assistants. The number of assistants must be pre-registered in the same way as the shareholder.
Shareholders represented by proxy must issue a dated and signed power of attorney which should be sent to the Company before the meeting in the manner specified above together with registration certificates for owners who are legal persons, which show that those who signed the power of attorney are competent. The power of attorney may not be older than one year unless it states that it is valid for a longer period, but no longer than five years. Proxy forms are available on the company's website https://www.sdiptech.se
Requirements for participation by postal voting in advance
The shareholder who only refers to postal voting must send in their votes no later than
Shareholders who vote by postal voting, represented by proxy, must issue a dated and signed power of attorney which is attached to the digital postal voting form together with proof of registration for owners who are legal persons, which shows that those who signed the power of attorney are authorized. The power of attorney may not be older than one year unless it states that it is valid for a longer period, but no longer than five years. Proxy forms are available on the company's website https://www.sdiptech.se
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes of the meeting
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual accounts and the auditors’ report and the consolidated accounts and the auditors’ report on the consolidated accounts
- Presentation by the CEO, and shareholders’ questions to the Board of Directors and management of the Company
- Resolution on:
- adoption of the income statement and the balance sheet and the groups’ income statement and balance sheet;
- allocation of the result of the Company in accordance with the adopted balance sheet;
- discharge of liability for the members of the Board of Directors and the CEO
- Resolution on the number of members of the Board of Directors
- Determination of fees for the members of the Board of Directors and the auditor
- Election of members of the Board of Directors
- Election of Chairman of the Board of Directors
- Election of Auditor until the end of the next annual general meeting
- Resolution on the Nomination Committee for the annual general meeting of 2023
- Resolution regarding guidelines for remuneration to the senior management
- Resolution on authorization for the Board to issue shares, convertibles and warrants
- Resolution on warrant program for the company's employees
- Closing of the meeting
Proposals for resolutions
Proposals from the Nomination Committee under item 2 and 10 - 15
2) Jan Samuelson is proposed to be appointed as chairman of the meeting.
10) The Board of Directors is proposed to consist of five members with no deputy members.
11) Total fees of
12) Proposed re-election of
The Nomination Committee's motivation
The Nomination Committee has, as a basis for its proposal, interviewed selected members and taken note of the results of the external board evaluation. In addition, the Nomination Committee has analyzed the extent to which the current Board of Directors meets the requirements imposed on it, inter alia with regard to relevant experience and competence with regard to the company's operations and future development.
The Nomination Committee has made the assessment that the current members, who stand for re-election, represent a broad experience from both business and corporate management competence, as well as experience in acquisition-related and financial issues. With the proposed number of members, five, the board is staffed for an effective dialogue.
13) Proposed re-election of
14) Proposed election of PwC Sweden as auditor of the Company until the end of the next annual general meeting. Should the proposal be adopted, PwC intends to appoint
15) The Nomination Committee proposes that the meeting resolves on the following principles for appointing the Nomination Committee for the next annual general meeting:
The tasks of the Nomination Committee shall be to prepare, for the next annual general meeting, proposals in respect of number of directors of the Board of Directors, remuneration to the Chairman of the Board of Directors, the other directors of the Board of Directors and the auditors, respectively, remuneration, if any, for committee work, the composition of the Board of Directors, the Chairman of the Board of Directors, resolution regarding the Nomination Committee, chairman at the annual general meeting and election of auditors.
The Board of Directors shall have an appropriate composition with regard to the company's operations, development phase and conditions, characterized by versatility and breadth of the elected members' competence, experience and background. An even gender distribution should be sought.
The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the “Largest Shareholders”) as per 30 September the year prior to the next annual general meeting, according to the list of shareholders in the share register maintained by
The CEO or any other person from the senior management shall not be a member of the Nomination Committee. The Chairman of the Board of Directors shall summon the Nomination Committee’s first meeting. The Chairman of the Board of Directors shall not be appointed Chairman of the Nomination Committee. The Nomination Committee’s term of office extends until a new Nomination Committee is appointed. The composition of the Nomination Committee shall be made public no later than six months before the annual general meeting.
If it becomes known that a shareholder that has appointed a member of the Nomination Committee, as a result of changes in said owner’s shareholdings or due to changes in other owners’ shareholdings, is no longer one of the Largest Shareholders, the committee member who was appointed by said shareholder shall, if the Nomination Committee so decides, resign and be replaced by a new member appointed by the shareholder who at the time is the largest registered shareholder that has not already appointed a member of the Nomination Committee.
If the registered ownership structure is otherwise significantly changed prior to the completion of the Nomination Committee’s work, the composition of the Nomination Committee shall, if the Nomination Committee so decides, be changed in accordance with the above stated principle.
The Company shall pay for reasonable costs that the Nomination Committee has considered to be necessary in order for the Nomination Committee to be able to complete its assignment.
Other resolutions
Item 4 – Election of one or two persons to attest the minutes
The board of directors proposes that
Item 9 b) – Resolution on allocation of the result of the Company in accordance with the adopted balance sheet
The Board of Directors proposes that the meeting resolves upon a dividend to shareholders of preference shares in accordance with the articles of association. Of the funds available to the Meeting,
Suggested record dates for the dividend are:
June 15, 2022 , with estimated payment date onJune 20, 2022 ;September 15, 2022 , with estimated payment date onSeptember 20, 2022 ;December 15, 2022 , with estimated payment date onDecember 20, 2022 ; andMarch 15, 2023 , with estimated payment date onMarch 20, 2023 .
The Board of Directors proposes that no dividend be paid on ordinary shares of series A or ordinary shares of series B without balancing the remaining profit of
According to the Company's Articles of Association, as of the fourth anniversary of the initial issue (i.e., as of
"Accrued portion of the Preference Dividend" refers to the accrued Preference Dividend for the period beginning with the day after the last record date for dividends on preference shares up to and including the day of payment of the redemption amount. The number of days must be calculated based on the actual number of days in relation to 90 days.
Item 16 – Resolution regarding guidelines for remuneration to the senior management
The executive management of
The guidelines’ promotion of Sdiptech’s business strategy, long-term interests and sustainability
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. Variable cash remuneration covered by these guidelines shall aim at promoting the Company’s business strategy and long-term interests, including its sustainability.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one or several years. The variable cash remuneration may amount to not more than 50 per cent of the total fixed cash salary under the measurement period for such criteria.
For senior executives, pension benefits, including health insurance (Sw: sjukförsäkring), shall be based on a premium defined pension plan unless the individual concerned is subject to defined benefit pension under mandatory law or collective agreement provisions. Variable cash remuneration shall not qualify for pension benefits unless required by mandatory law or collective agreement provisions. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.
Other benefits may include, for example, company cars, occupational health services and medical insurance (Sw: sjukvårdsförsäkring). Such benefits may amount to not more than 10 per cent of the fixed annual cash salary.
The Board of Directors proposes that the Annual General Meeting resolves on guidelines for remuneration to senior executives in accordance with the above, as well as supplementary information in Appendix §16, which is posted on the Company's website.
Item 17– Resolution on authorization for the Board to issue shares, convertibles and warrants
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, until the next annual general meeting, with or without deviation from the shareholders' preferential rights, on one or several occasions resolve to issue ordinary shares, convertible instruments and/or warrants. Payment may be made in cash and/or with in kind or by way of set-off, or other conditions.
The total increase of the number of ordinary shares, which includes issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the current number outstanding ordinary shares, adjusted for any splits or similar. The authorization shall primarily be used for the purpose of acquisitions or financing thereof.
A valid resolution requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favor of the proposal.
Item 18 - Resolution on warrant program for the company's employees
In order for the Group to be able to retain and recruit competent and committed staff, the Board proposes that the Annual General Meeting, deviating from the shareholders' preferential rights, decide on the issue of Warrants and the introduction of a long-term incentive program for Group employees. Annual General Meetings held in
The remaining series, 2018/2023, currently has 192,000 options outstanding and the 2021/2024 series currently has 342,481 options outstanding.
Through the proposal for the new incentive program, the Company would again have three outstanding series of warrants, which is in line with the Company's ambition.
The Board of Directors proposes that the Annual General Meeting resolves to introduce an incentive program for the company's employees through the issue of a total of a maximum of 350,000 warrants of series 2022/2025, in accordance with Appendices §18, 18a and §18b, which are posted on the Company's website. In short, the proposal means that:
The Company shall issue no more than 350 000 Warrants of series 2022/2025. Each Warrant entitles the holder to subscribe for one new common share of series B (“B-shares”) in the Company during the following periods: (i) a period of 10 banking days from and including
Upon full subscription, by virtue of all of the Warrants, a maximum of 350,000 new common shares of series B may be issued, corresponding to a dilution of approximately 1.0 per cent of the total amount of common shares of series A and series B and approximately 0.7 per cent of the total amount of votes in the Company that the common shares of series A and series B represent (based on the number of such outstanding shares as of the date of the notice).
The subscription price for new B-shares subscribed for through Warrants shall be equal to an amount corresponding to 126 per cent of the volume-weighted average of the quoted price paid for the B-share on Nasdaq Stockholm (or another corresponding trading facility or regulated market on which the Company’s shares are traded) from and including
The increase of the Company’s share capital will, upon exercise of the Warrants, amount to not more than
Employees of the Company and its subsidiaries (the Company and its subsidiaries are referred to collectively as the “Group”) shall be entitled to acquire Warrants from the Subsidiary. Application to acquire Warrants shall be made not later than on
If not all Warrants are acquired, the remaining number of Warrants may be allotted to participants independently of category. No participant may, however, acquire additional Warrants that correspond to more than 50 per cent of the number of Warrants which each respective participant is entitled to acquire.
Transfer of Warrants to the participants shall be made at a price corresponding to the market value, which shall be calculated in accordance with the Black & Scholes formula by an independent valuation institution. At an estimated future volatility level of 30 per cent during the term of the Warrants and assuming that the average value of the Company’s share during the valuation period amounts to
The general meeting’s resolution under this item is valid only if supported by shareholders holding no less than nine tenths (9/10) of both the votes cast and the shares represented at the general meeting.
Other
Complete proposals for resolutions, accounting documents, auditor's report and other documents prior to the Annual General Meeting are available at the Company's office at Nybrogatan 39, 114 39 Stockholm and on the Company's website https://www.sdiptech.se no later than
The Annual General Meeting share register will be kept available at the Company's offices.
The total number of shares in the Company as of the date of the notice amounts to 37,330,027 shares, divided into 1,750,000 preference shares with one vote each, 2,000,000 A shares with ten votes each and 33,580,027 Class B shares with one vote each. The total number of votes in the company is 55,330,027. As of the date of this notice, the company does not hold any own shares.
The Board of Directors and the President shall, if any shareholder so requests and the Board considers that this can be done without significant damage to the Company, provide information at the Annual General Meeting on matters that may affect the assessment of a matter on the agenda and circumstances that may affect the Company's assessment. or subsidiary's financial situation and the Company's relationship with another group company.
The information will be available on the company's website and office no later than five days before the meeting. The information is also sent to the shareholder who requested it and provided his address.
A general description of how your personal data is handled prior to the Annual General Meeting can be found on
_____________
Board of Directors
For additional information, please contact:
Bengt Lejdström, CFO, +46 702 74 22 00, bengt.lejdstrom@sdiptech.com
Sdiptech’s common shares of series B are traded on Nasdaq Stockholm under the short name SDIP B with ISIN code SE0003756758. Sdiptech’s preferred shares are traded under the short name SDIP PREF with ISIN code SE0006758348. Further information is available on the company's website: www.sdiptech.com
The information was provided by the above contact persons for publication
Attachment
- 220419 - Notice to attend AGM
18 May 2022
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