AGM Information • May 2, 2017
AGM Information
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Axactor AB (publ), reg. nr 556227-8043, (the "Company"), are hereby inviting to the Annual general Meeting held on May 31st 2017, at 10:30 am (Swedish time), at MAQS Advokatbyrå Stockholm, Mäster Samuelsgatan 20, Stockholm, Sweden. Registration and check in opens at 10.00 am (Swedish time).
To attend the annual general meeting one must:
Notification of participation is made by e-mail to: [email protected] or by post to MAQS Advokatbyrå, Att: Axactor årsstämma 2017, Box 7009, 103 86 Stockholm or by fax +46 8407 0910. The notification should state full name of shareholder, personal identification number or registration number, address, mobile phone number and number of shares. Shareholders may bring one or two advisors, provided that the shareholder pre-notifies this pursuant to the above.
A shareholder whose shares are nominee-registered must, in order to have the right to attend the Annual General Meeting, must instruct the nominee to register the shares in the shareholder's own name, in order to be registered in the share register kept by Euroclear Sweden AB, no later than Wednesday, May 24th 2017. Such registration may be temporary.
Shareholders registered at the Norwegian Verdipapirsentralen (VPS) must, to have the right to attend in the Annual General Meeting, request to be temporarily registered as shareholder in the share register kept by Euroclear Sweden AB. Shareholders who wishes to attend the Annual General Meeting must notify DNB by post to address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by e-mail to [email protected] no later than 12.00 pm (Swedish time), May 22nd 2017 in order for DNB to assure that registration in the share register kept by Euroclear Sweden AB is made no later than Wednesday, May 24th 2017, by which date such registration must be executed. After the Annual General Meeting, DNB arranges for the shares to be registered back in the Norwegian Verdipapirsentralen.
Person that is represented by proxy, shall issue a written and dated proxy form. A proxy form issued by a legal entity shall have a certified registration certificate for the legal entity attached. The proxy form and the registration certificate may not be issued earlier than one year before the date of the Annual General Meeting. The proxy form may, however, provide for a longer validity period, however not to exceed five years from the date of issuance. The original proxy form and possible registration
certificate must be available at the Annual General Meeting and should, in advance of the Annual General Meeting be sent to the Company at the address above. Proxy forms are available on the Company's website, axactor.com no later than Wednesday, May 3rd 2017, and will be sent to shareholders upon request.
The Company has on the issue of this notice, a total of 1,226,488,769 shares, representing a total of 1,226,488,769 votes. The Company, on the issue of this notice, does not have any own shares.
(b) Resolution regarding issuing of warrants within the frame of Employee Stock Option Program B:2017 and approval of transfers pursuant to chapter 16, section 4, the Swedish Companies Act.
(b) Resolution regarding transfer of own shares within the frame of the Employee Stock Option Program pursuant to section 16 and 18 above.
The Nomination Committee proposes that the Board of Directors shall consist of six (6) members and one deputy member.
The Nomination Committee proposes remuneration to the Board of Directors pursuant to below:
From the date of the extraordinary meeting January 20th 2017 up to and including the Annual General Meeting, remuneration will be paid as follows:
| Fixed base remuneration to member: | NOK 90,500 (corresponding to NOK 250,000/year) |
|---|---|
| Fixed base remuneration to chair: | NOK 162,900 (corresponding to NOK 450,000/year) |
Additional remuneration for participation in the Audit Committee:
| NOK 18,100 (corresponding to NOK 50,000/year) |
|---|
Chair: NOK 23,530 (corresponding to NOK 65,000/year)
Additional fee for participation in the Investment Committee:
Member: NOK 18,100 (corresponding to NOK 50,000/year)
Chair: NOK 23,530 (corresponding to NOK 65,000/year)
Additional fee for participation in the Compensation Committee:
Member: NOK 18,100 (corresponding to NOK 50,000/year)
Chair: NOK 23,530 (corresponding to NOK 65,000/year)
If the number of Investment Committee meetings has exceeded four (4) during the period from January 20th 2017 up to and including the Annual General Meeting, an additional remuneration should be paid as follows:
Member: NOK 5,000 per meeting Chair: NOK 10,000 per meeting
From the Annual General Meeting up until and including the Annual General Meeting 2018, remuneration will be paid as follows:
| Fixed base remuneration to member: | NOK 250,000 |
|---|---|
| Fixed base remuneration to chair: | NON 450,000 |
If the number of board meetings exceeds eight (8), additional remuneration should be paid as follows:
| Member: | NOK 5,000 per meeting |
|---|---|
| Chair: | NOK 10,000 per meeting |
Additional remuneration for participation in the Audit Committee:
Member: NOK 50,000 Chair NOK 65,000
Additional fee should be paid for participation in the Compensation Committee:
Member: NOK 50,000 Chair NOK 65,000
Additional fee should be paid for participation in the Investment Committee:
Member: NOK 50,000 Chair: NOK 65,000 If the number of Investment Committee meetings exceeds four (4), additional remuneration should be paid as follows:
Member: NOK 5,000 per meeting Chair: NOK 10,000 per meeting
The Nomination Committee recommends that all Board members shall invest 25 % of total remuneration earned pursuant to this item 10, in Axactor shares.
The Nomination Committee proposes each of the following as members and deputy:
The Nomination Committee highlights that the shareholders will vote for each proposed member and deputy separately.
The Nomination Committee proposes that the Nomination Committee shall present a proposal on its composition for election on the next upcoming Annual General Meeting for the time up until the thereafter upcoming Annual General Meeting.
From the extraordinary general meeting on January 20th, 2017 until the Annual General Meeting, remuneration will be paid as follows:
| Fixed base remuneration to member: | NOK 9,050 (equal to remuneration of NOK 25,000/year) |
|---|---|
| Fixed base remuneration to chair: | NOK 14,480 (equal to remuneration of NOK 40,000/year) |
Further, the Nomination Committee proposes that remuneration shall be paid for the Nomination Committee's work for the time up until the end of the next Annual General Meeting as follows:
| Fixed base remuneration to member: | NOK 25,000 |
|---|---|
| Fixed base remuneration to chair: | NOK 40,000 |
If the number of committee meetings exceeds five (5) during the period, additional remuneration should be paid as follows:
| Member | NOK 2,000 per meeting |
|---|---|
| Chair | NOK 3,000 per meeting |
At the Annual General Meeting, 1,275,634,000 SEK are at disposal, out of which 1 234 998 000 SEK constitutes retained earnings and profit and 40,636,000 SEK constitutes the profit of the year. As shown in the annual report, the Board proposes that no dividends will be paid and that the Company's result is brought forward. Furthermore, the Board of Directors recommend a re-classification of 1,231,282,000 SEK, from share premium reserve to retained earnings brought forward.
The Board proposes that remuneration to the auditor shall be paid according to approved invoices.
The Board proposes to re-elect PwC as auditing firm for the Company and that Johan Palmgren remains as auditor-in-charge.
The Board proposes that the Annual General Meeting decides to amend the Articles of Association. The amendments constitute the following changes:
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum two thirds (2/3) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting decides to authorize the Board to, at one or several occasions prior to the next Annual General Meeting, resolve to issue new shares, issuing of warrants and/or issuing of convertible bonds. A new issue shall be possible with or without derogation from the shareholders' pre-emption rights. Pursuant to the proposal, the maximum amount of shares that may be issued based on the authorization, shall be 400,000,000, which if exercised in full would be equal to a dilution of 31,2 percent of the number of outstanding shares and votes, based on the number of shares and votes that are outstanding as per the date of this notice including outstanding warrants. The purpose of the Board's proposal as well as the reasons for issuing new shares with derogation from the shareholders' right of pre-emption, are that the Company should be able to acquire new legal entities and/or debt portfolios, as well as that the Company must be prepared to
urgently improve its financial status and strengthen the shareholder value through one or several new inverstors.
Furthermore, the authorization shall contain the right to decide on new issue with cash payment, payment through off-set or payment with non-cash consideration, and otherwise combine with conditions referred in Chapter 2, Section 5, Paragraph 2, item 2-3 and 5, the Swedish Companies Act.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum two thirds (2/3) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting decides to adopt two new Employee Stock Option Programs (A:2017 and B:2017). Employee Stock Option Program A:2017 contains 40,000,000 Employee Stock Options and is addressed to the current employees within the Axactor group. Employee Stock Option Program B:2017 contains 15,000,000 Employee Stock Options and is addressed to future employees within the Axactor group. In the Employee Stock Option Program A:2017 there will be four categories of option entitled employees and in B:2017 there will be two categories of option entitled employees. The Employee Stock Option Program A:2017 and B.2017 are jointly named "ESOP 2017".
The Employee Stock Options in each of the Employee Stock Option Programs (the "Employee Stock Options") are suggested to be issued gratuitously in four tranches under a total period of 48 months. The Employee Stock Options shall not be transferable. Each person who obtains Employee Stock Options within the ESOP 2017 shall enter into a separate Employee Stock Option Agreement with the Company.
In case of a positive share price development, the Employee Stock Option Programs entail costs for the Company, in form of social security contributions in connection with that the options are used for subscription of shares, which will be recognized as expenses when they are incurred, as well as costs pursuant to the accounting recommendation IFRS2.
The motive of the above mentioned Employee Stock Option Programs is to create a personal long term owner engagement among the employees, which is expected to stimulate an increase of interest for the business and the performance development, strengthen the motivation and the feeling of togetherness in the Company as well as in the Axactor group. Thus, the Board assesses that proposed personal option programs are profitable for the Company, the Axactor group and its shareholders.
The resolution regarding new Employee Stock Option Programs pursuant to this item 16, is conditioned by the Annual General Meeting's approval of the proposed resolution regarding issuing of warrants pursuant to item 17(a) and 17(b) below.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum nine tenths (9/10) of the votes as well as the shares represented at the Annual General Meeting.
Item 17(a) – Resolution regarding issuing of warrants within the frame of Employee Stock Option Program A:2017 and approval of transfers pursuant to chapter 16, section 4, ABL.
The Board proposes that the Annual General Meeting decides that the Company, gratuitously, shall issue maximum 40,000,000 warrants divided in four series. Series 1A:2017 with maximum 10,000,000 warrants, series 2A:2017 with maximum 10,000,000 warrants, series 3A:2017 with maximum 10,000,000 warrants and series 4A:2017 with maximum 10,000,000 warrants. The right to acquire the warrants, with deviation from the shareholders' right to pre-emption, belong to the wholly owned subsidiary Axactor Incentive AB, reg.nr 559031-2608 (the "Subsidiary"), no subsidiary right to acquire warrants apply. Subscription for the warrants shall be made no later than June 16th 2017 on a separate list of warrants.
Every warrant gives the holder a right to subscribe for one (1) share in the Company, each with a quota value of EUR 0,05234. Subscription of shares exercising the warrants may take place during the period starting from June 1st 2018 until December 31st 2021. Shares that are subscribed exercising the warrants, entitle the option holder to dividend starting as from the record date closest to that the acquired shares have been registered as interim shares in the Company's share register held by Euroclear Sweden AB.
Each warrant in series 1A:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,00, or the equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 2A:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,20, or the equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 3A:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,50, or the equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 4A:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,75, or the equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
The reason for the deviation from the shareholders' right of pre-emption, is to secure fulfillment of the Company's commitments pursuant to the Employee Stock Options in the Employee Stock Option Program A:2017 described above.
Following that the Subsidiary will transfer the warrants to the employee option holders according to Employee Stock Option Program A:2017, it is required pursuant to Chapter 16, Section 4, Paragraph 2, the Swedish Companies Act that such transfer is approved. Thus, the Board proposes that the Annual General Meeting approves transfers of warrants from the Subsidiary within the frame of the proposed Employee Stock Option Program A:2017 in item 16 above.
The resolution pursuant to this item 17(a) is conditioned by the Annual General Meeting's approval of the proposal of a new Employee Stock Option Program A:2017 pursuant to item 16 above.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum nine tenths (9/10) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting decides that the Company, gratuitously, shall issue maximum 15,000,000 warrants divided in four series. Series 1B:2017 with maximum 3,750,000 warrants, series 2B:2017 with maximum 3,750,000 warrants, series 3B:2017 with maximum 3,750,000 warrants and series 4B:2017 with maximum 3,750,000 warrants. The right to acquire warrants, with deviation from the shareholders' right to pre-emption, belong to the wholly owned subsidiary Axactor Incentive AB, reg.nr 559031-2608 (the "Subsidiary"), no subsidiary right to acquire warrants apply. Subscription for the warrants shall be made no later than June 16th 2017 on a separate list of warrants.
Every warrant gives the holder a right to subscribe for one (1) share in the Company, each with a quota value of EUR 0,05234. Subscription of shares exercising the warrants may take place during the period starting from June 1st 2018 until December 31st 2021. Shares that are subscribed exercising the warrants, entitle the option holder to dividend starting from the record date closest to that the acquired shares have been registered as interim shares in the Company's share register held by Euroclear Sweden AB.
Each warrant in series 1B:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,00, or the hereof equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 2B:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,20, or the hereof equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 3B:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,50, or the hereof equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
Each warrant in series 4B:2017 gives the holder a right to subscribe for one (1) share in the Company to a strike price amounting to NOK 3,75, or the hereof equal amount in SEK or EUR pursuant to current price on the pay day, however not below the quota value of a share in the Company.
The reason for the deviation from the shareholders' right of pre-emption, is to assure fulfillment of the Company's commitments pursuant to the Employee Options in the Employee Option Program B:2017 described above.
Following that the Subsidiary will transfer the warrants to the employee option holders according to Employee Option Program B:2017, it is required pursuant to Chapter 16, Section 4, Paragraph 2, the Swedish Companies Act that such transfer is approved. Thus, the Board proposes that the Annual General Meeting approves transfers of warrants from the Subsidiary within the frame of the proposed Employee Option Program B:2017 in item 16 above.
The resolution pursuant to this item 17(b) is conditioned by the Annual General Meeting's approval of the proposal of a new Employee Option Program B:2017 pursuant to item 16 above.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum nine tenths (9/10) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting decides on amendments of the terms and conditions in the Employee Option Program adopted on the extraordinary general meeting on November 17th, 2015 and thereto related warrants (hereafter "ESOP 2016"). The reasons for the amendments of the terms and conditions in ESOP 2016 are that the terms and conditions for this employee stock option program, with exception for program specific regulations, shall correspond to the proposed terms and conditions in ESOP 2017.
The main proposed amendments of the terms and conditions entail the following:
The possibility, to exercise an employee stock option in order to acquire shares after the expiration of the respective calling period for each employee stock option, is removed.
All employee stock options, which are not due, may be exercised by the employee stock option holders if (i) a shareholder alone, or (ii) a shareholder who through an agreement with one or several shareholders, is entitled to exercise more than 50 percent of all outstanding shares. The time period to exercise outstanding employee stock options is 45 days starting from the day the Company has announced the change of ownership.
The Board may, when fulfilling the Company's commitments to deliver shares pursuant to ESOP 2016, in addition to transfer of warrants from a wholly owned subsidiary, which thereafter can be exercised for subscription of shares in the Company, also transfer own shares. The Board shall also have the right to, fully or partly, regulate the Company's commitments to option holders pursuant to ESOP 2016 through cash payment, which shall amount to the difference between the strike price per share pursuant to each warrant and the intra-day volume-weighted average share price as per the day of the exercise of the current warrant; and
The Board is authorized to adjust the terms and conditions for the employee stock option program given that the adjustments of the terms and conditions do not conflict with the regulations as set out in chapter 16, the Swedish Companies Act.
Also the underlying warrants issued November 17th 2015 shall be changed in order to assure that the above mentioned changes, to the extent necessary, are reflected in the terms and conditions of the warrants.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum nine tenths (9/10) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting authorizes the Board to acquire own shares in order to execute the Annual General Meeting's resolution pursuant to item 19(b) below.
The Board is authorized, until the next annual general meeting, to decide on acquisition of shares in the Company pursuant to the following:
The resolution pursuant to this item 19(a) is conditioned by the Annual General Meeting's approval of the proposals pursuant to item 16 and/or 18 above.
For a resolution, pursuant to this item, to be valid, the proposal shall be supported by shareholders represented by minimum two thirds (2/3) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting decides on transfers of own shares within the frame of the Employee Stock Option Programs ESOP 2016 and ESOP 2017 respectively, pursuant to the following:
The reason for the deviation from the shareholders' right of pre-emption by a transfer of shares and the basis for the share price is the fulfillment of the Employment Stock Option Programs ESOP 2016 and ESOP 2017, respectively.
The Board proposes that the Annual General Meeting authorizes the Board to execute the transfers of own shares within the frame of the Employment Stock Option Programs ESOP 2016 and ESOP 2017, respectively as decided by the Annual General Meeting.
In connection to the regulation of the Employee Stock Option Programs ESOP 2016 and ESOP 2017 respectively, the Board shall always act in order to, in the best way possible, promote the interests of the Company by taking into account the Company's right and possibility to regulate the employee stock options through exercising the related warrants and/or through transfer of own shares and/or through cash remuneration.
The resolution pursuant to this item 19(b) is conditioned by the Annual General Meeting's approval of the proposals pursuant to item 16 and/or 18 above.
For a resolution, regarding transfer of own shares within the frame of ESOP 2016 and ESOP 2017 respectively, to be valid, the proposal must be supported by shareholders represented by minimum nine tenths (9/10) of the votes as well as the shares represented at the Annual General Meeting.
The Board proposes that the Annual General Meeting adopts guidelines for the Nomination Committee. The guidelines contain both regulations regarding the Nomination Committee's mandate, composition and responsibilities, as well as guidelines for how the carry out the work and when the Nomination Committee shall hold its meetings.
The Board presents a revised Code of Corporate Governance for the Company.
The Board proposes that the Annual General Meeting authorizes the Board, the CEO or anyone that the Board otherwise appoints, to adopt minor adjustments and clarifications of the resolutions made at the Annual General Meeting to the extent that this is required for registration at the Swedish Companies Registration Office and/or Euroclear Sweden AB.
Accounting documents including audit report and the Nomination Committee's and the Board's complete proposal will be available at the Company in the Company's office at Hovslagargatan 5B in Stockholm and will be published at the Company's webpage no later than three (3) weeks prior to the Annual General Meeting, i.e. Wednesday May 10th 2017 at the latest. Copies of accounting documents, audit report and complete proposals will, free of charge, be distributed upon request to the shareholders who have provided their postal address. The documents will also be available at the Annual General Meeting.
Shareholders are reminded about their right to request information pursuant to Chapter 7, Section 32, the Swedish Companies Act. The Board and the CEO shall, upon request of any shareholder and if the Board assesses it to be without significant damage for the Company, at the Annual General Meeting disclose information about circumstances that can impact the assessment of a matter on the agenda, and about circumstances that can impact the assessment of the Company's or the Subsidiary's financial situation and regarding the Company's relationship to any other company within the group. The duty of disclosure also pertains to the consolidated account statement.
Corporate governance – Given that Axactor AB (publ) is a Swedish limited liability company listed on the Oslo Stock Exchange, the Norwegian Code of Corporate Governance (the "Code") is not directly applicable to the Company. The Company is, however, listed in Norway and to a great extent directed to the Norwegian investment market, and wishes to maintain sound corporate governance. The Company has therefore developed a policy document on the basis of the Code, but with necessary adjustments due to the Company's Swedish domicile. The Boards corporate governance document will be available on the Company's webpage, www.axactor.com.
Stockholm, May 2017 Axactor AB (publ) The Board
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