Pre-Annual General Meeting Information • Mar 25, 2022
Pre-Annual General Meeting Information
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N.B. The English text is an in-house translation of the original Swedish text. Should there be any disparities between the Swedish and the English text, the Swedish text shall prevail.
Lime Technologies AB (publ), reg. no. 556953-2616 ("Lime Technologies" or the "Company"), holds an annual general meeting on Tuesday, 26 April 2022 at 17.30 (CET) on Kungsbroplan 1 in Stockholm, Sweden. The entrance to the meeting will open at 17.00 (CET).
Shareholders who wish to attend the general meeting must:
Notice of attendance may be given in writing to Lime Technologies AB (publ), Att. Annual General Meeting, Sankt Lars väg 46, 222 70 Lund, Sweden, or by e-mail to [email protected]. The notice of attendance must state name or company name, personal identification number or corporate registration number, address, telephone number and, where relevant, number of accompanying advisors (not more than two).
To be entitled to participate in the general meeting, those having their shares registered in the name of a nominee must, in addition to give notice of attendance, have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB no later than Wednesday, 20 April 2022. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank's shareholder deposit account and certain investment savings accounts.
Those who do not attend the general meeting in person may exercise his or her rights at the meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity.
To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted to the Company at the address above no later than on Wednesday, 20 April 2022. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted proxy form does not suffice as a notice of attendance.
A template proxy form is available on the Company's website at investors.lime-technologies.com/en.
For information on how personal data is processed in connection with the annual general meeting, see the privacy note available on Euroclear Sweden AB's website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
At the date the notice is issued, the total number of shares in the Company is 13,283,481, which corresponds to a total of 13,283,481 votes. The company does not hold any treasury shares.
Shareholders attending the general meeting may request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The nomination committee proposes that the chairman of the board of directors Martin Henricsson be elected chairman of the annual general meeting, or in the event of his absence, the one appointed by a representative of the nomination committee.
The board of directors, in accordance with the proposal set out in the annual report, proposes a dividend of SEK 2.60 per share.
The board of directors further proposes that Thursday, 28 April 2022, is the record day for the dividend. If the annual general meeting resolves in accordance with the board of directors' proposal, payment of the dividend is expected to be made on Tuesday, 3 May 2022, through Euroclear Sweden AB.
The board of directors proposes that the annual general meeting approves the remuneration report for 2021.
The nomination committee proposes that five board members be elected.
The nomination committee proposes that the total fees to be paid to the members of the board of directors elected by the annual general meeting for the period until the close of the annual general meeting 2023 shall be SEK 1,265,000 (SEK 1,150,000 the previous year), with SEK 375,000 (SEK 350,000) to the chairman of the board of directors and SEK 210,000 (SEK 200,000) to each of the members of the board of directors who are elected at the annual general meeting. The nomination committee proposes that additional fees of a total of SEK 90,000 (SEK 65,000) are paid to the members of the audit committee, with SEK 60,000 (SEK 40,000) to the chairman of the audit committee and SEK 30,000 (SEK 25,000) to each of the members of the audit committee for the period until the close of the annual general meeting 2023.
The nomination committee proposes that Marléne Forsell, Malin Ruijsenaars, Erik Syrén, Lars Stugemo and Martin Henricson be re-elected as members of the board of directors for the period until the close of the annual general meeting 2023.
The nomination committee proposes that Martin Henricson be re-elected as chairman of the board of directors for the period until the close of the annual general meeting 2023.
The nomination committee proposes that the fees to the auditor be paid against approved account.
The nomination committee proposes that the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected as auditor for the period until the close of the annual general meeting 2023. Öhrlings PricewaterhouseCoopers AB has announced that, if the annual general meeting resolves in accordance with the nomination committee's proposal, Ola Bjärehäll will be appointed auditor-in-charge (Ola Bjärehäll is the current auditor-in-charge for the Company).
The board of directors of the Company proposes that the annual general meeting resolves on the following guidelines for remuneration to the Company's senior executives. These guidelines do not apply to any remuneration resolved upon or approved by the general meeting. Thus, share-based incentive programs and remuneration to the board of directors resolved on by general meetings are outside the scope of these guidelines
The guidelines for executive remuneration as approved by the Annual General Meeting 2020 remain largely unchanged. However, clarifications has been made regarding, inter alia, criteria for variable remuneration.
The guidelines shall apply to each commitment of remuneration to senior executives, and to any change in such commitment, that is decided after the Annual General Meeting at which the guidelines were adopted. The guidelines thus have no effect on previously binding contractual obligations.
For the purposes of these guidelines, senior executives include the Chief Executive Officer and executives who report to the Chief Executive Officer and are members of the Group Management.
In short, the Company's business strategy is to be a comprehensive CRM expert that offers a powerful and flexible SaaS platform, which leads to a loyal customer base and a profitable business model, strong cash flow and long-term profitable growth.
For more information, please refer to the Company's Annual Reports and the Company's website, investors.lime-technologies.com.
A prerequisite for implementing the Company's business strategy, safeguard its long-term interests, including sustainability, is that the Company can recruit and retain qualified employees. The Company should therefore offer conditions of employment, including remuneration, that enable attracting and retaining senior executives with the competence and experience required to achieve the Company's goals. The remuneration shall be based on terms that are competitive and in line with market terms.
When evaluating whether these guidelines and the limitations set out herein are reasonable, the board of directors (including the Remuneration Committee) has considered the total remuneration of all employees of the Company including the various components of their remuneration as well as the increase and growth rate over time.
The remuneration covered by these guidelines may consist of fixed basic salary, variable cash salary, pension and other benefits. In addition the general meeting may decide on, inter alia, shared-based incentive programs.
Each senior executive shall receive a fixed base salary. The fixed base salary shall be in line with market terms, be competitive and shall take into account the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.
Fixed base salary may not amount to more than eighty-five (85) per cent of the total remuneration, assuming that full variable cash salary, pension benefits and other benefits are paid (if there is no variable cash salary, pension benefits or other benefits, the fixed basic salary will constitute the entire remuneration).
The variable cash salary shall be linked to specific performance criteria, which, together with weighting, target levels and thresholds, shall be set for each period for which variable remuneration may be paid. The performance criteria shall be set by the board of directors in respect of the Chief Executive Officer, and by the Remuneration Committee in respect of the other members of the Group Management. The majority of the criteria shall be linked to clear and measurable financial performance metrics (e.g. operating profit and net sales). Non-financial criteria may also be applied (e.g. operational criteria or criteria linked to sustainability). The variable remuneration is thus linked to the Company's strategy and long-term interests, including sustainability.
For each senior executive (except for senior executives whose main responsibility is own sales), variable remuneration may amount to a maximum of twenty-five (25) per cent of total remuneration if full variable remuneration, pension benefits and other benefits are paid. For senior executives whose main responsibility is own sales, the total variable cash remuneration may amount to a maximum of eighty (80) per cent of the total remuneration if full variable remuneration, pension benefits and other benefits are paid. The Company has the right to recover variable remuneration if it turns out that the Company's accounts contain material errors.
Further information on fixed and variable remuneration can be found in the Company's Annual Report for the last financial year and, where applicable, in the board of directors' proposal for share-based remuneration program to the Annual General Meeting.
Senior executives shall have pension terms and pension levels that are in line with market terms. The pension benefits shall be premium based. Variable remuneration shall only constitute a basis for pension benefits if it follows from provisions in the applicable collective bargaining agreement. Unless applicable collective bargaining agreements state otherwise, pension benefits may amount to a maximum of thirty (30) per cent of the fixed salary for each senior executive and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of twenty (20) per cent of the total remuneration.
The Company may offer other benefits to senior executives such as company car and health insurance. The benefits shall be in line with market terms and the costs of such benefits may, for each senior executive, amount to a maximum of eight (8) per cent of the fixed basic salary and, if full variable remuneration, pension benefits and other benefits are paid, a maximum of five (5) per cent of the total remuneration.
Employment agreements entered into between the Company and senior executives shall, as a principal rule, apply until further notice. If the Company terminates the employment of a senior executive, the notice period may not exceed twelve (12) months. Severance pay shall only be paid upon termination by the Company and shall not exceed the amount of the agreed fixed basic salary during the notice period. The notice period shall not exceed six (6) months and no severance shall be payable upon the senior executive's own termination of his or her employment.
The board of directors has appointed a Remuneration Committee to prepare the Board's proposal for guidelines. Based on the recommendation of the Remuneration Committee, the Board shall, when the need arises for significant changes to the guidelines, at least every four years, prepare guideline proposals to be presented at the Annual General Meeting.
The Remuneration Committee shall also monitor and evaluate the application of these guidelines, ongoing and completed programs for variable remuneration to senior executives and the Company's remuneration structures and remuneration levels.
Within the scope and on the basis of these guidelines, the board of directors shall, based on the remuneration committee's preparation and recommendations, annually decide on the specific revised remuneration terms for each individual senior executive and also make other decisions on remuneration to senior executives that may be required. The Chief Executive Officer and the other senior executives do not participate in the board of directors' handling of and resolutions regarding remuneration-related matters if they are affected by such matters.
The board of directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is special cause for such deviation and if the deviation is necessary to serve the Company's long-term interests, including sustainability, or to ensure the Company's financial viability. As stated above, it is part of the Remuneration Committee's tasks to prepare the Board's decision on remuneration matters. This includes decisions on deviations from the guidelines. Deviations shall be reported and justified annually in the remuneration report.
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, on one or more occasions before the annual general meeting 2023, resolve on issues of shares against payment in cash, with provisions of payment in kind or set-off of claims or other conditions, and carried out with or without deviation from the shareholders' preferential rights. The purpose of the authorisation and the possibility to deviate from the shareholders' preferential rights is to provide the board of directors' flexibility in financing and facilitating an accelerated expansion and development of the Company in accordance with its adopted strategy.
The authorisation is limited so that the board of directors cannot resolve on issues of shares resulting in issued shares exceeding ten (10) per cent of the total amount of shares in the Company at the time of the resolution on the authorisation. If issues of shares are carried out with deviation from the shareholders' preferential rights, the issues shall be made at market terms and conditions.
The board of directors, or a person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
The board of directors of proposes that the annual general meeting resolves to establish a share saving program ("LTIP 2022") directed to employees of the group in accordance with the following.
The board of directors' proposal involves the establishment of LTIP 2022 under which the participants may be granted up to a total of 68,160 shares in the Company subject to that the participant is still employed by the Company on 30 April 2025, and subject to that Lime Technologies' financial targets are met.
The purpose of LTIP 2022 is to encourage a broad ownership amongst the group's employees, maintain competent employees, facilitate recruitment, increase the alignment of interest between the employees and the Company's shareholders and encourage the Company's long-term growth.
The board of directors intends to propose to future annual general meetings recurring share saving programs with terms equivalent to LTIP 2022.
The board of directors proposes that LTIP 2022 is established in accordance with the following principal terms and conditions.
each Savings Share will entitle the Participant to an additional two to three shares in Lime Technologies ("Incentive Shares"), in each case against payment of an amount corresponding to the quota value of the shares.
| Category | # of Participants in the relevant category |
# of Incentive Shares |
Total investment per Participant in Savings Shares in SEK (maximum) |
Maximum number of Savings Shares per Participant in each category |
|---|---|---|---|---|
| Group Management | 8 | 3 | 120,000 | 400 |
| Other members of the Group Management and specialists |
60 | 3 | 120,000 | 400 |
| Other employees | 305 | 2 | 120,000 | 400 |
of directors is entitled to make adjustments to LTIP 2022, including, among other things, to resolve on a reduced allotment of Incentive Shares, or to not allot any Incentive Shares at all.
The cost for LTIP 2022 will be accounted for in accordance with IFRS 2 – Share-Based Payments, and the Company's total cost for LTIP 2022 is not expected to exceed approximately MSEK 1.0 per year during the Retention Period, assuming that 50% of the maximum number of Savings Shares is acquired and thus 50% of the maximum number of Incentive Shares is allotted to the Participants, an annual employee turnover of 8% during the Saving Period, that the Performance Criteria is met for each year, and that the share price increases with a maximum of 10% per year. Of these total costs, outgoing social security charges are estimated to amount to approximately MSEK 0.8 assuming a share price increase of 10% per year during the vesting period and 30% estimated average social security costs.
The group's net income during 2021 amounted to MSEK 58.7. The approximated costs for the share saving program of MSEK 1.0, according to what's stated above, corresponds to approximately 1,7% of the net income 2021.
The group's equity as per 31 December 2021 amounted to MSEK 135.1. MSEK 1.0 corresponds to approximately 0.7% of the equity.
For the purpose of ensuring delivery of Incentive Shares it is proposed under item 18 of the proposed agenda that the Company shall issue not more than 68,160 warrants without consideration to the subsidiary Hysminai AB or to the Company. At the end of the Retention Period, the subsidiary will use the warrants to secure that the Company's obligations under LTIP 2022 can be fulfilled, for example by having the warrants (i) converted into shares and transferred to Participants that have been granted allotment, or (ii) transferred directly to the Participants that have been granted allotment, after which the Participant shall, within a certain period, call for the subscription of shares through the exercise of the warrants. Assuming full allotment, the increase in the Company's share capital will not amount to more than SEK 2,726. Full allotment of Incentive Shares would mean that the total number of shares under LTIP 2022 amount to no more than 68,160 shares. In the event of full allotment, there will consequently be a dilution effect for Lime Technologies' current shareholders of about 0.5 percent of the total number of outstanding shares and votes in the Company.
The board of directors of Lime Technologies has prepared the proposal for LTIP 2022 in consultation with external advisors and major shareholders. LTIP 2022 has been discussed at board meetings during the first quarter of 2022. The board of directors shall be responsible for preparing the detailed terms and conditions of LTIP 2022 in accordance with the terms and guidelines resolved on by the annual general meeting, and prepare and execute any necessary agreements and otherwise manage and administer LTIP 2022.
There are currently no outstanding incentive programmes established by the Company. No warrants have been subscribed for or transferred in the incentive program adopted by the annual general meeting 2021.
The board of directors has considered two alternatives for delivering shares in the Company to Participants in LTIP 2022. Firstly, the board of directors recommends that the Company issue warrants to a subsidiary or to the Company and that the subsidiary or the Company may dispose of the warrants in order to ensure the Company's obligations under LTIP 2022 in accordance with items 18(a) and 18(b) on the proposed agenda which is included in the notice of the annual general meeting (the "Warrant Hedge Arrangement").
However, if the annual general meeting does not resolve on the Warrant Hedge Arrangement, the board of directors has also considered another alternative. This alternative entails higher costs for Lime Technologies, and is therefore only intended to be exercised if the Warrant Hedge Arrangement is not approved by the annual general meeting. Accordingly, the board of directors proposes that the annual general meeting resolves that Lime Technologies may enter into agreements on hedging arrangement with a third party in order to ensure the Company's obligation to deliver shares in accordance with LTIP 2022. Such arrangement would mean that Lime Technologies enters into agreement with a third party for such third party to acquire shares in the Company in its own name and thereafter transfer the shares to Participants in LTIP 2022.
The board of directors of Lime Technologies AB (publ) proposes that the annual general meeting, as set out below, resolves on (a) an issue of warrants of series 2022/2025 and (b) approval of transfer of warrants in order to ensure delivery of shares in accordance with the share saving program proposed under item 17 on the proposed agenda.
The board of directors proposes that the general meeting resolves to issue warrants in accordance with the below:
The board of directors proposes that the annual general meeting approves:
The resolution in accordance with item 18 is valid only where supported by at least nine-tenths of both the votes cast and the shares represented at the annual general meeting. The resolution in accordance with item 16 is valid only where supported by at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the Company and on the Company's website at investors.lime-technologies.com/en as well as be sent free of charge to shareholders who so request and provide their name and address.
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Stockholm in March 2022 Lime Technologies AB (publ) The board of directors
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