Resolutions, including the following, were passed by the Annual General Meeting (“AGM”) and the ensuing statutory Board of Directors Meeting of AddLife AB (“The Company”) held on 1 September 2016.
The AGM approved the Board's proposal that no dividend to be distributed for the financial year 2015/2016.
Adoption of the Profit and Loss Statements and the Balance Sheets
The AGM resolved to adopt the Profit and Loss Statement and the Balance Sheet for the Company as well as the Consolidated Profit and Loss Statement and the Consolidated Balance Sheet for the Group.
Discharge from liability for the directors and the CEO
The AGM granted discharge from liability to the Board of Directors and the CEO for their management during 2015/16.
Board of Directors, Vice President and Auditor
The AGM passed a resolution in accordance with the proposal of the Election Committee. The following directors were re-elected:
Birgit Statin Norinder
The Annual General Meeting decided on a total fee of SEK 1 575 000 to the Board of Directors, of which the Chairman of the Board to receive SEK 450 000 and other directors to receive SEK 225 000 each.
Johan Sjö was re-elected by the AGM as Chairman of the Board of Directors. The entire Board of Directors was elected to serve as the Company’s Audit Committee with Eva Nilsagård as its chairman. The Chairman Johan Sjö and Håkan Roos were appointed to serve as the Company’s Remuneration Committee with the CEO submitting reports.
Artur Aira was re-appointed as Executive Vice President.
The AGM elected KPMG AB as auditors, with head auditor George Pettersson, until the end of the next Annual General Meeting.
The AGM passed a resolution in accordance with the proposal of the year’s Election Committee to authorize the Chairman of the Board of Directors to contact the five largest shareholders by vote as of 30 September 2016 and ask these shareholders to appoint members who, together with the Company’s Chairman, would constitute the Election Committee.
The principles for appointing the Election Committee shall be valid indefinitely.
Guidelines for remuneration to senior management
The AGM passed a resolution in accordance with the proposal of the Board of Directors on guidelines for remuneration and other terms of employment for senior management.
Issuance of call options on repurchased shares and transfer of repurchased shares to members of senior management
In accordance with the proposal of the Board of Directors, and with deviation from the preferential rights of existing shareholders, the AGM resolved to offer approximately 25 members of management personal within the AddLife Group to acquire call options on class B shares. Up to 230,000 call options giving its holders the right to acquire a corresponding number of shares may be issued. Options shall be acquired at market value. The redemption price will be 110 percent of the average market price of the share during period 2 September 2016 – 15 September 2016. The Company has the right to repurchase the call options by the holder of the option if the holder does not use all acquired call options and notify this to the Company. Acquisition of options shall occur at a price which at the time was equivalent to no more than the market value.
The AGM also resolved to, upon an exercise of the call options, to issue up to 230,000 of the Company shares repurchased by the Company h.
Repurchase and transfer of Company shares
In accordance with the proposal of the Board of Directors the AGM resolved to authorize the Board of Directors to buy and sell shares in the Company, on one or more occasions, such authorization to remain valid until the next following AGM. The purpose of repurchases is to enable the Board of Directors to adapt the Group’s capital structure and to make possible future acquisitions of companies and businesses with payment in the form of shares in the Company, and to cover the Company’s obligations under the incentive program resolved.
Purchases shall be made via Nasdaq Stockholm at the price interval prevailing measured as the interval between the highest buy price and the lowest sale price. Purchases of own shares are limited in such a way that at no time may shares held in treasury exceed 10 percent of the number of shares outstanding in the Company.
The AGM resolved to authorize the Board of Directors to sell B-shares, without preferential right for existing shareholders, at a market price as remuneration in connection with acquisitions of businesses or companies, or to ensure delivery of shares in existing incentive programs, but not via Nasdaq Stockholm.
At the ensuing statutory Board of Directors Meeting, the Board of Directors decided to utilize the authorization received to purchase shares in the Company during the period until the next following Annual General Meeting.
Since before, AddLife AB holds no shares of series B. The total number of shares outstanding in AddLife AB is 24,617,093.
Stockholm, 1 September 2016
AddLife AB (publ)
For more information, contact;
Kristina Willgård, CEO, email@example.com, +46 70 510 12 23
Martin Almgren, CFO, firstname.lastname@example.org, +46 70 228 15 45
AddLife is an independent player in the Life Science sector, offering high-quality products, services and advice to the private and public sectors, above all in the Nordic region. AddLife has about 425 employees in some 25 subsidiaries that operate under their own brands. The Group has annual sales of about SEK 1.7 billion. Addlife shares are listed on NASDAQ Stockholm.
This information is information that AddLife AB (publ) is obliged to make public pursuant to Nasdaq Stockholms Rules for Issuers. The information was submitted for publication on 1 September 2016 at 18:00 CET.