NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The shareholders of Safeture AB (publ) reg. no. 556776–4674 (the “Company”) are hereby summoned to attend the Annual General Meeting (the “AGM”) on 19 May 2022 at 17.00 CEST at the Company’s premises, Kung Oskars väg 11C in Lund. Registration starts at 16.30 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 11 May 2022 and shall have notified the Company of their intention to participate at the AGM no later than on 13 May 2022. Notice to participate shall be given in writing by e-mail to linda.canive@safeture.com 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 13 May 2022 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
a)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
b)allocation of the Company’s results according to the adopted balance sheet
c) 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 of Directors and auditor
- Election of Board members
11.1 Sofia Kinberg (re-election)
11.2 Pontus Kristiansson (re-election)
11.3 Christian Lindgren (re-election)
11.4 Flemming Breinholt (re-election)
11.5 Johannes Boson (new election) - Election of chairman of the Board
12.1 Flemming Breinholt (re-election)
- Election of auditor
13.1 Ernst & Young Aktiebolag (re-election)
- Resolution regarding principles for appointment of nomination committee
- Resolution on authorization for the Board of Directors to issue shares
- The Nomination Committee’s proposal to adopt a long-term incentive program for Board members of the Company
- 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 9-14)
The Nomination Committee proposes:
that Flemming Breinholt is elected chairman of the AGM,
that the Board of Directors shall consist of five (previously six) Board members and no deputy Board members,
that one registered audit firm, with no deputy auditor, is elected as auditor of the Company,
that remuneration to the Board shall be three Swedish price base amounts as of year 2022 (two and a half price base amounts as of year 2021) to the chairman of the Board, and one and a half Swedish price base amounts as of year 2022 (one and a half price base amounts as of year 2021) each to the Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Sofia Kinberg, Pontus Kristiansson, Christian Lindgren, and Flemming Breinholt are re-elected as Board members, and that Johannes Boson is elected as new member of the Board, for the period until the end of the next AGM. It is noted that Semmy Rülf and Elisabeth Brevenson have declined re-election,
that Flemming Breinholt is re-elected as chairman of the Board,
that Ernst & Young Aktiebolag is re-elected as audit firm. (Ernst & Young Aktiebolag has informed that the authorized accountant Peter Gunnarsson shall be appointed principal auditor, if the AGM resolves in accordance with the proposal), and
that the following principles for the appointment of the Nomination Committee and instruction and work order shall apply for the Nomination Committee ahead of the AGM 2023:
- Appointment of the Nomination Committee etc.
1.1 The Nomination Committee shall consist of four members – one representative for each of the three largest shareholders as of the last banking day in September who wishes to appoint a member of the Nomination Committee, and the chairman of the Board. The three largest shareholders in this instruction refer to the owner-grouped registered shareholders or otherwise known shareholders as of the last banking day in September.
1.2 The chairman of the Board shall, as soon as possible after the information on the largest shareholders as of the last banking day in September has become known, contact the three largest shareholders to ascertain whether they wish to appoint members of the Nomination Committee. If any of the three largest shareholders refrains from appointing a member of the Nomination Committee, the chairman of the Board shall offer other major shareholders to appoint a member of the Nomination Committee. If such an offer is made, it shall be in turn to the largest shareholders (i.e. first to the fourth largest shareholder, then to the fifth largest shareholder, etc.). The procedure shall continue until the Nomination Committee consists of four members, including the chairman of the Board.
1.3 At its first meeting, the Nomination Committee shall elect a chairman from among its members.
1.4 Information about the appointed Nomination Committee shall include the names of the appointed members, together with the names of the shareholders who appointed them, and shall be published no later than six months before the planned AGM.
1.5 The Nomination Committee’s term of office runs until a new Nomination Committee has been appointed.
1.6 If a change of ownership takes place among the largest shareholders and a shareholder who has not previously had the right to appoint a member of the Nomination Committee thereby becomes a larger shareholder than any of those who appointed a member of the Nomination Committee (“new major owner”), the Nomination Committee shall, if the new major owner submits a request to appoint a member of the Nomination Committee, decide that the member of the Nomination Committee who represents the smallest shareholder after the change shall be dismissed and replaced by the member appointed by the new major owner. If a new major owner wishes to appoint a member of the Nomination Committee, it shall notify the chairman of the Nomination Committee. The application must contain the name of the person appointed by the new major owner as a member of the Nomination Committee. Notwithstanding the foregoing, however, unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or the change occurs later than two months before the
1.8 A shareholder who has appointed a member of the Nomination Committee has the right to dismiss the member and appoint a new member. If such a change takes place, the shareholder shall without delay notify the chairman of the Nomination Committee (or, if it is the chairman of the Nomination Committee who is to be replaced, the chairman of the Board). The application must contain the name of the dismissed member and the person who is to replace him or her as a member of the Nomination Committee.
1.9 If a member representing a shareholder in the Nomination Committee resigns prematurely, the Nomination Committee shall without delay request the shareholder who has appointed the member to appoint a new member. If a new member is not appointed by the shareholder, the Nomination Committee shall offer other major shareholders to appoint a member of the Nomination Committee. Such an offer shall take place in turn to the largest shareholders (i.e. first to the largest shareholder who has not already appointed a member to the Nomination Committee or previously waived such right, then to the second largest shareholder who has not already appointed a member to the Nomination Committee or previously waived such right, etc.). The procedure shall continue until the Nomination Committee is full. A member who resigns from office prematurely must report this to the chairman of the Nomination Committee (or, if it is the chairman of the Nomination Committee who is to be replaced, to the chairman of the Board).
- Tasks
2.1 The Nomination Committee shall submit proposals for:
2.2 chairman of the AGM;
2.3 number of Board members elected by the AGM;
2.4 the chairman and other members of the Board of Directors elected by the AGM;
2.5 fees and other remuneration to each of the Board members elected by the AGM and to members of the Board’s committees (where applicable);
2.6 number of auditors;
2.7 auditors;
2.8 remuneration to auditors; and
2.9 election of the Nomination Committee, alternatively decisions on principles for the appointment of the Nomination Committee, as well as decisions on instructions for the Nomination Committee.
2.10 When preparing its proposal for auditors, the Nomination Committee shall take into account the requirements for auditors that follow from the Swedish Companies Act.
2.11 The Nomination Committee shall, at the same time as notifying the Company of its proposals, provide the Company with a reasoned statement regarding its proposal to the Board. The statement shall also contain a brief account of how the Nomination Committee’s work has been conducted.
2.12 At least one member of the Nomination Committee must attend the AGM. At a general meeting where board or auditor elections are to take place, the Nomination Committee shall submit a report on how its work has been conducted and present and justify its proposals.
- Fees and reimbursement of costs
3.1 Fees to the members of the Nomination Committee shall not be paid.
3.2 The members of the Nomination Committee are entitled to compensation from the Company for proven reasonable costs for the performance of the assignment, such as, for example, costs for recruitment services.
3.3 The Company shall, at the request of the Nomination Committee, provide personnel resources such as a secretarial function in the Nomination Committee to facilitate its work. The Nomination Committee shall have the right, if necessary in connection to future new election of a board member, to obtain information from an external consultant on knowledge, experience and profile in general for suitable candidates with the right for the committee to charge the Company a reasonable cost for producing such information.
- Period of validity
These principles for the appointment of the Nomination Committee and instructions for the Nomination Committee shall apply until further notice until a resolution on an amendment is made by the AGM.
Johannes Boson (born 1977), who is proposed for new election to the Board, has been CEO of Telge energi since 2019 and has previous experience from senior roles at companies such as IP-Only, HI3G Access, E.ON and Tele2. Boson has a successful track record in driving change work and creating conditions for strong growth and improved profitability. He is an advisor to the security SaaS company Defentry and thus has an understanding of how to scale software and insight into the security industry. Boson has been a board member of Bredbandsval.se since 2019.
Allocation of the Company’s profit or loss (item 8.b))
The Board of Directors proposes that no dividend for the financial year 2021 is to be paid.
Resolution on authorization for the Board of Directors to issue shares (item 15)
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 30 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 Nomination Committee’s proposal to adopt a long-term incentive program for Board members of the Company (item 16)
The Nomination Committee proposes that the AGM resolves to issue not more than 400,000 warrants of series 2022/2025 within the scope of a long-term incentive program for Board members in Safeture as follows.
The incentive program includes current Board members Flemming Breinholt, Sofia Kinberg and Pontus Kristiansson, as well as, Johannes Boson, who is proposed for election as new Board member in the Company. The incentive program entails that participants are offered to subscribe for warrants at market value calculated according to 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 2 June 2025 up to and including 13 June 2025.
The subscription 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 subscription, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 6.63 per share, the market value of the warrants has been preliminarily calculated to SEK 1.05 per warrant.
Subscription of warrants must take place no later than 27 May 2022. If subscription cannot take place before this date due to the participant having access to inside information, subscription must be made as soon as practicably possible after the information has ceased to be considered as inside 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 Board members Flemming Breinholt, Sofia Kinberg and Pontus Kristiansson, as well as the proposed new Board member Johannes Boson, provided that the relevant participant has entered into an advance purchase agreement with the Company. The warrants shall be allocated as follows;
- Flemming Breinholt shall be offered to subscribe for not more than 100,000 warrants,
- Sofia Kinberg shall be offered to subscribe for not more than 100,000 warrants,
- Pontus Kristiansson shall be offered to subscribe for not more than 100,000 warrants, and
- Johannes Boson shall be offered to subscribe for not more than 100,000 warrants.
Costs and dilution
The subscription price for the warrants will be market conformant, which means that no social security contributions are to be paid by Safeture due to the issuing 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 1.3 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 Board to employees in Safeture, the maximum dilution effect amounts to approximately 7.9 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 Nomination Committee considers that a share-related incentive program is an important part of a competitive remuneration package to attract and motivate competent Board members, as well as to maximize value for all shareholders. The Nomination Committee further considers that the warrant program will increase the Board members’ 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 Safeture’s Nomination Committee in collaboration with external advisors.
For a description of the Company’s other long-term incentive programs, please visit Safeture’s website, www.safeture.com.
The Board’s proposal to adopt a long-term incentive program for management and other employees in the Company (item 17)
The Board of Directors proposes that the AGM resolves to issue not more than 600,000 warrants of series 2022/2025 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 7 management personnel and not more than 28 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 2 June 2025 to and including 13 June 2025.
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 6.63 per share, the market value of the warrants has been preliminarily calculated to SEK 1.05 per warrant.
The last day for acquisition of warrants shall be the day prior to the AGM 2023. 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 no more than 7 management personnel and not more than 28 other employees in Safeture. In addition, future employees can be invited to acquire warrants. Each management person or employee who participates in the incentive program must be offered to acquire at least 5,000 warrants, a prerequisite for the offer must be that the person has entered into an advance purchase agreement with the Company. The board shall have the right to decide on the more detailed allocation.
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 2 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 7.9 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 key people, 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 2022.
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 items 15 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM. Resolutions in accordance with items 16 and 17 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 30,113,110. The Company does not hold any own shares.
The annual report, audit report, postal notification and 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 (Sw: aktiebolagslagen).
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 2022
Safeture AB (publ)
The Board of Directors