Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must
- be recorded in the share register maintained by
Euroclear Sweden AB relating to the circumstances on6 May 2024 , and -
no later than
8 May 2024 give notice electronically via the company's website, www.ambea.se/investerare or via e-mail to proxy@computershare.se, by post toComputershare AB , "Ambeas årsstämma", Box 5267, SE-102 46Stockholm, Sweden , or by telephone +46(0) 771 24 64 00. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants).
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company's website, www.ambea.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than
Participation by advance voting
A shareholder who wishes to participate in the Annual General Meeting by advance voting must
- be recorded in the share register maintained by
Euroclear Sweden AB relating to the circumstances on6 May 2024 , and -
notify its intention to participate in the General Meeting no later than
8 May 2024 , by casting its advance vote in accordance with the instructions below so that the advance vote is received byComputershare AB no later than on that day.
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when advance voting. The advance voting form is available on the company's website www.ambea.se. A completed and signed form may be submitted by post to
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available on the company's website www.ambea.se. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.
If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on
Number of shares and votes
As per the date of this notice there are a total of 89,562,698 shares outstanding in the company that entitle to one vote per share at the General Meeting. As of the date of this notice (i.e.
Proposed agenda
- Opening of the General Meeting
- Appointment of chairman of the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Presentation by the CEO
- Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements
- Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet for the group
- Resolution regarding allocation of the company's results
- Resolution regarding discharge of the members of the board of directors and the CEO from liability
- Determination of
- the number of board members
- the number of auditors
- Determination of
- the fees to the board of directors
- the fees to the auditors
- Election of the members of the board of directors
The nomination committee's proposals:
- Daniel Björklund (re-election)
Hilde Britt Mellbye (re-election)- Yrjö Närhinen (re-election)
Dan Olsson (re-election)Gunilla Rudebjer (re-election)Samuel Skott (re-election)
- Election of the chairman of the board of directors
The nomination committee's proposal:
- Yrjö Närhinen (re-election)
- Election of auditor
- Presentation of the remuneration report for approval
- Resolution on amendment of the Articles of Association
- Resolution to authorise the board of directors to resolve to repurchase and transfer own shares
- Resolution to authorise the board of directors to resolve on share issues
- Resolution on long-term incentive program to senior executives and key employees in the form of warrants
- Closing of the General Meeting
Proposed resolutions
Item 2 - Appointment of chairman of the Annual General Meeting
The nomination committee proposes that Sofie Bjärtun, member of the
Item 10 - Resolution regarding allocation of the company's results
The board of directors proposes a dividend to the shareholders of
Item 12a - Determination of the number of board members
The nomination committee proposes that the number of members of the board of directors elected by the Annual General Meeting shall be six (6), with no deputy members.
Item 12b - Determination of the number of auditors
The nomination committee proposes that the number of auditors shall be one (1), with no deputy auditors.
Item 13a - Determination of the fees to the board of directors
The nomination committee proposes that the fees to the board of directors shall amount to
Item 13b - Determination of the fees to the auditors
The nomination committee proposes that the fees to the auditor shall be paid in accordance with an approved invoice.
Items 14-15 - Election of the members and the chairman of the board of directors
The nomination committee proposes the re-election of Daniel Björklund,
A presentation of the persons proposed by the nomination committee to be re-elected as board members is available on the company's website, www.ambea.se/investerare/.
Item 16 - Election of auditor
The nomination committee proposes the re-election of
Item 18 - Resolution on amendment of the Articles of Association
The board of directors proposes that the Annual General Meeting resolves to amend 12 § in the Articles of Association in accordance with the below to enable the general meeting to be held in several municipalities.
Current wording | Proposed wording |
12 § Shareholders' meetingsShareholders' meeting shall be held in | 12 § Shareholders' meetingsShareholders' meeting shall be held in either of the following municipalities: |
Item 19 - Resolution to authorise the board of directors to resolve to repurchase and transfer own shares
The board of directors proposes that the Annual General Meeting authorises the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to purchase own shares so that the company's holding, at any given time, does not exceed 10 percent of the total number of shares in the company, including such shares that the company has acquired to be delivered to participants in the company's incentive program. The shares shall be purchased on Nasdaq Stockholm and may only be acquired to a price per share within the applicable share price range, i.e. the range between the highest purchase price and the lowest selling price.
The board of directors also proposes that the Meeting authorises the board of directors, to, up until the next Annual General Meeting, on one or several occasions, resolve to transfer (sell) own shares. Transfers may be carried out on Nasdaq Stockholm at a price within the applicable price range, i.e. the range between the highest purchase price and the lowest selling price. Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or on other conditions. Upon such transfers outside Nasdaq Stockholm, the price shall be established so that it is not below market terms. However, a standard discount to the stock market price may be applied, in line with market practice. Transfers of own shares may be made in a number which does not exceed such number of shares that is held by the company at the time of the board of directors' resolution regarding the transfer.
The purpose of the authorisations above is to give the board of directors an increased flexibility with regard to the company's capital structure as well as to enable acquisitions of companies and business operations where payment is made with own shares.
The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.
Item 20 - Resolution to authorise the board of directors to resolve on share issues
The board of directors proposes that the Annual General Meeting authorises the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve to increase the company's share capital by way of share issue to such an extent that it corresponds to a dilution of the number of outstanding shares when the board of directors exercises the issuance authorisation for the first time corresponding to maximum 10 percent after full exercise of the hereby proposed authorisation.
New share issues may be made with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The purpose of the authorisation is to enable acquisitions of companies, businesses or parts thereof. Should the board of directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for such deviation must be to provide the company with new owners in connection with an acquisition, or, as an alternative, to procure capital for such acquisition. Upon such deviation from the shareholders' preferential rights, the share issue shall be made to market terms and conditions.
The CEO shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.
Item 21 - Resolution on long-term incentive program to senior executives and key employees in the form of warrants
The board of directors proposes that the Annual General Meeting resolves to issue not more than 435,000 warrants to a subsidiary of the company for subsequent transfer within the scope of a long-term incentive program to senior executives and key employees.
The proposed incentive program is a three-year program, primarily in line with the incentive programs adopted in connection with the Extraordinary General Meeting in 2017 and with the Annual General Meetings in 2018, 2019, 2021, 2022 and 2023.
In total, the incentive program comprises a maximum of 12 individuals. The incentive program entails that senior executives and key employees, who have entered into an agreement with the company stipulating, among other things, a pre-emption right for the company, are offered to acquire warrants at market value, calculated in accordance with the Black-Scholes valuation formulae.
Each warrant entitles the holder to subscribe for one new share in
Each warrant entitles to subscription of one new share in
The price per warrant upon transfer to the participants shall be established by the company, or by an independent appraiser or auditor firm, as soon as possible after the exercise price has been established and shall correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation formulae.
The complete terms and conditions for the warrants have been resolved by the board of directors and are available to the shareholders in accordance with the below.
The company has, in connection with the transfer of the warrants to the participants in the program, and with certain exceptions, reserved a pre-emption right regarding the warrants if the participant's employment or engagement within the group is terminated or if the participant wishes to transfer its warrants prior to the exercise period.
Allocation of warrants
Not more than 12 senior executives and key employees in the
Position | Guaranteed number of warrants per participant of each category | Minimum number of warrants per participant of each category |
CEO | 70,000 | 18,000 |
CFO | 50,000 | 12,500 |
Management group 1 (approx. 5 individuals) | 35,000 | 9,000 |
Management group 2 (approx. 5 individuals) | 28,000 | 7,000 |
Each participant may subscribe for its guaranteed number of warrants in accordance with the allocation as set out above. Each participant may subscribe for a lower number of warrants than the guaranteed number of warrants according to the allocation above, but not less than 33 percent of each participant's guaranteed number of warrants. Each participant may apply for over-allotment corresponding to 175 percent of the participant's guaranteed number of warrants, which constitutes each participant's maximum number of warrants to be subscribed. Over-allotment of warrants is first made to the CEO and is then distributed pro rata based on subscription between the other participants.
Effect on important key ratios, costs for the program and dilution
The cost for the incentive program is expected to have a marginal impact on
According to a preliminary valuation, the market value of the warrants corresponds to approximately
Based on the number of shares in
The rationale for the incentive program
The rationale for the incentive program is to create opportunities to motivate and retain competent employees in the
Preparation of the proposal
The incentive program has been prepared by the board of directors and its remuneration committee together with advisors, and has been reviewed at meetings of the board of directors in the beginning of 2024.
Other incentive programs
For a description of
_______________
Special majority requirements
A resolution in accordance with item 21 above requires approval of at least nine tenths (9/10) of both the votes cast and the shares represented at the General Meeting. Resolution in accordance with items 18, 19 and 20 above requires approval of at least two thirds (2/3) of both the votes cast and the shares represented at the General Meeting.
Shareholders' right to request information
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Documentation
The annual report and the auditor's report for the financial year 2023, the board of directors' remuneration report, and other underlying documentation for resolutions, including the board of directors' full proposal about the warrant program and the terms and conditions for the warrants, the board of directors' statement pursuant to Chapter 19 Section 22 of the Swedish Companies Act, and the auditor's statement pursuant to Chapter 8 Section 54 of the Swedish Companies Act, are held available to the shareholders for inspection at the company's office, Evenemangsgatan 21, SE-171 29 Solna,
Processing of personal data
More information regarding the processing of your personal data is available in
This is an in-official translation of the Swedish original wording. In case of differences between the
English translation and the Swedish original, the Swedish text shall prevail.
The board of directors
For more information, contact:
E-mail: ir@ambea.se
Telephone: +46 (0)10 33 00 501
E-mail: press@ambea.se
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