Notice of Annual general meeting 2018 of Sdiptech AB (publ)

Press release
13 April 2018, 07:35

Notice of Annual general meeting 2018 of sdiptech ab (publ)

The shareholders in Sdiptech AB (publ), 556672-4893 ("Sdiptech" or the "Company"), are hereby summoned to the Annual General Meeting on Monday, 14 May 2018 at 16.00 at Ingenjörsvetenskapsakademien (IVA), Grev Turegatan 16, Stockholm.

Notice of attendance, etc.

Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB on Monday, 7 May 2018, and give notice of attendance to the Company by mail to Sdiptech AB, Stureplan 15, 111 45 Stockholm, at the Company's website, www.sdiptech.com, or by email to anmalan@sdiptech.com.

Notice of attendance must be received by the Company no later than on Monday, 7 May 2018. Notification shall include the shareholder's name, personal identification number/corporate registration number and daytime telephone number. The notice of attendance shall also include the number of accompanying advisors (not more than two) who are attending the meeting. Shareholders who are represented by a proxy must submit a dated and signed power of attorney for the attorney. The original of the power of attorney and, for legal entities, a certified copy of a certificate of registration, should be sent to the Company at the postal address above in ample time prior to the meeting. The power of attorney may not be older than one year if it is not explicitly stated that it is valid for a longer period of time, up to five years from its issuance. A form of power of attorney is available on the Company's website, www.sdiptech.com.

Shareholders whose shares are registered in the name of a nominee (e.g. at a custody account with a bank) must temporarily re-register their shares in their own name to be entitled to participate at the general meeting. Such registration must be completed at Euroclear Sweden AB no later than on Monday, 7 May 2018. The nominee should therefore be instructed well in advance of this date.

Proposed agenda

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons to approve the minutes of the meeting
  5. Determination as to whether the meeting has been duly convened
  6. Approval of the agenda
  7. Presentation of the annual accounts and the auditors' report and the consolidated accounts and the auditors' report on the consolidated accounts
  8. Presentation by the CEO, and shareholders' questions to the Board of Directors and management of the Company
  9. Resolution on:
    1. adoption of the income statement and the balance sheet and the groups' income statement and balance sheet;
    2. allocation of the result of the Company in accordance with the adopted balance sheet;
    3. discharge of liability for the members of the Board of Directors and the CEO
  10. Resolution on the number of members of the Board of Directors
  11. Determination of fees for the members of the Board of Directors and the auditor
  12. Election of members of the Board of Directors, Chairman of the Board of Directors and auditor
  13. Resolution on the Nomination Committee for the annual general meeting of 2019
  14. Resolution regarding guidelines for remuneration to the senior management
  15. Resolution regarding the approval of transfer of the Company's shareholding in S. Professionals AB
  16. Closing of the meeting

Proposals for resolutions

Proposals from the Nomination Committee under item 2 and 10-13

The Nomination Committee of the Company makes the following proposals under items 2, 10, 11, 12 and 13.

  • Jan Samuelson is proposed to be appointed as chairman of the meeting.
  • The Board of Directors is proposed to consist of six members with no deputy members.
  • Proposed re-election of Ashkan Pouya, Saeid Esmaeilzadeh, Johnny Alvarsson, Katarina Lundblad Pinnekamp and Jan Samuelson and election of Markus Sjöholm as members of the Board of Directors until the end of the next annual general meeting.
  • Proposed election of Jan Samuelson as Chairman of the Board of Directors until the end of the next annual general meeting.
  • Total fees of SEK 1,200,000 are proposed to be paid to the Board of Directors, of which SEK 200,000 is to be paid to each member of the Board of Directors. No fees are proposed to be paid for any committee work.
  • Proposed re-election of KPMG AB as auditor of the Company until the end of the next annual general meeting. Should the proposal be adopted, KPMG intends to appoint Duane Swanson as auditor in charge.
  • Auditors' fees are proposed to be payable in accordance with approved invoice.

The Nomination Committee proposes that the meeting resolves on the following principles for appointing the Nomination Committee for the next annual general meeting.

The Nomination Committee shall consist of four members. The three, in terms of votes, largest shareholders/owner groups (the "Largest Shareholders") as per 31 August the year prior to the next annual general meeting, according to the list of shareholders in the share register maintained by Euroclear Sweden AB or that in another way are proved to be one of the Largest Shareholders, are entitled to appoint one member each of the Nomination Committee. In addition, the Chairman of the Board of Directors shall be appointed as member of the Nomination Committee. The Chairman of the Board of Directors shall summon the Largest Shareholders by 15 October the year preceding the annual general meeting, at the latest. If any of these shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder/owner groups in order of size shall be given the opportunity to appoint a member of the Nomination Committee.

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 principles.

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 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.

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 disposable by the general meeting, SEK 811,914,765, SEK 8 per preference share, i.e. in total SEK 14,000,000, shall be paid quarterly to shareholders of preference shares with a quarter of the total amount (i.e. SEK 2 per preference share) per payment. The proposal is based on all the outstanding preference shares as of the day of this notice (i.e. a total of 1,750,000 preference shares).

Suggested record dates for the dividend are:

15 June 2018, with an estimated payment date on 20 June 2018;

14 September 2018 with an estimated payment date on 19 September 2018;

14 December 2018 with an estimated payment date on 19 December 2018; and

15 March 2019 with an estimated payment date of 20 March 2019.

The Board of Directors proposes that no dividends are paid for ordinary shares of series A or series B, and that the Company's remaining accumulated results of SEK 797,914,765 are instead carried forward on new account, of which SEK 712,617,839 are transferred to share premium.

Item 14 - Resolution regarding guidelines for remuneration to the senior management

Senior executives refer to the CEO and to members of the group management, which currently consists of six persons ("Senior Executives"). The purpose of the guidelines is to enable the Company's and its subsidiaries (the "Group") to recruit, motivate and retain senior executives within the Group. The goal of the remuneration is for it to be competitive while at the same time being in line with the interests of the shareholders. Remuneration paid to Senior Executives shall consist of fixed and variable salary, the possibility to participate in a long-term incentive program, and pension compensation. These components will, jointly, create a well-balanced remuneration that reflects individual expertise, responsibility and performance, both over the short term and long term, as well as the Group's total performance.

Fixed salary

Fixed salary paid to Senior Executives shall be competitive and based on the expertise, responsibility and performance of the individual executive.

Variable salary

In addition to a fixed salary, the Senior Executives may receive variable remuneration. Such variable remuneration may not exceed 50 per cent of the fixed annual salary. The variable remuneration shall be based on the results of predetermined and documented financial and individual targets.

Long-term variable remuneration in the form of shares and/or share related instruments in the Company shall be distributed by participation in long-term incentive programs resolved by a general meeting. Such programs shall be based on performance, require a continuing employment in the Group and require an investment by the participants themselves.

Other benefits

The Group offers other benefits to Senior Executives in accordance with local practice. Such other benefits may include, for example, a company car and corporate healthcare. For a limited period of time and where applicable, housing may be provided.

Pension

The Senior Executives shall be entitled to pension compensation based on what is customary in the country of employment. The compensation shall preferably be premium based.

Termination period and severance pay

A termination period of maximum 12 months, with right to severance during the termination period, applies to termination with respect to Senior Executives, according to their contract. The Company does not grant any further severance.

Deviations from the guidelines

Where special cause exists, the board of directors may deviate from the guidelines above, such as for example with respect to additional variable compensation in the event of exceptional performance. In such cases, the Board of Directors shall explain the reasons for the deviation at the immediately following annual general meeting of the shareholders.

Item 15 - Resolution regarding the approval of transfer of the Company's shareholding in S. Professionals AB

On 14 February 2018, the Board of Directors of Sdiptech resolved to separate and divest Sdiptech's shareholding of 60 per cent in S. Professionals AB ("Sprof") and its subsidiaries (the "Support Operations"). This decision was communicated in the Company's year-end report of 2017, which was published on 15 February 2018.

Against this background, Sdiptech entered into an agreement on 13 April 2018 with the CEO of Sprof, who already holds the 40 per cent of the shares in Sprof that are not held by Sdiptech, regarding a transfer of Sdiptech's shares in Sprof subject to approval at a general meeting of Sdiptech. The purchase price for the Support Operations is calculated on a cash and debt free basis and consists of a fixed cash purchase price of SEK 0.5 million, and additional purchase price corresponding to 30 per cent of the aggregate amount as Sprof and Sprof's subsidiaries have invoiced customers for advice regarding M&A during 2018 and 2019. At the execution of the agreement, the total purchase price (including the additional purchase price) is estimated to amount to approximately SEK 8.0 million. The Board of Directors has obtained a fairness opinion from BDO regarding the financial fairness of the transaction to the shareholders of Sdiptech. This fairness opinion is available on the Company's website.

Sdiptech keeps its financial interest in three of the Support Operation's product companies which are in different stages of commercialization. In the event the Support Operation divests these product companies or receives value transfers or earn-outs, Sdiptech is entitled to additional purchase prices corresponding to Sdiptech's ownership interest in the companies prior to the divestment of the Support Operation.

Against the above background, the Board of Directors proposes that the annual general meeting resolves to approve the transfer of 1,200 shares of series A in Sprof to the CEO on the main terms set out above

The resolution regarding item 15 must be supported by shareholders holding no less than nine-tenths (9/10) of the votes cast as well as the shares represented at the annual general meeting.

Miscellaneous

The annual report and the auditors' report and complete proposals together with a proxy form will be available at the Company's website www.sdiptech.com, and at the Company's head of office at Stureplan 15, 111 45 Stockholm, Sweden not later than on 23 April 2018. All documents will also be sent free of charge to those shareholders who so request and provide the Company with their address.

Shareholders attending the general meeting may request information in accordance with Chapter 7, section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

At the time of this notice, there are 32,027,645 shares in the Company, divided among 1,750,000 preference shares with 1 vote each, 2,000,000 Class A shares with 10 votes each and 28,277,645 Class B shares with 1 vote each. The total number of votes in the Company is 50,027,645. The Company holds no treasury shares as at the day of this notice

_____________
Stockholm April 2018
Sdiptech AB (publ)
Board of directors

Sdiptech's ordinary share in series B is traded under ticker SDIP B with ISIN code SE0003756758. Sdiptech's preference shares are traded under ticker SDIP PREF with ISIN code SE0006758348. Sdiptech's Certified Adviser on Nasdaq First North Stockholm is Erik Penser Bank. More information is available at the Company's webpage: www.sdiptech.com

For additional information, please contact:
Carl Johan Åkesson, CFO, +46 708 30 70 57, cj.akesson@sdiptech.com 
Jakob Holm, CEO, +46 761 61 21 91, jakob.holm@sdiptech.com

Sdiptech AB is an engineering group with focus on urban infrastructures. The group provides deeply niched services and products for both expanding and renovating fast growing cities. The Company's office is located in Stockholm.

The information was provided by the above contact persons for publication 13 April 2018 at 07:35 CET.