The shareholders of Ayima Group AB (publ), corporate identity number 559095-9291, (“the Company”) are hereby invited to the Annual General Meeting on Monday, 14th May, 2018 at 11am at the Company’s premises at Birger Jarlsgatan 18A, 5 tr, Stockholm. Shareholders wishing to attend the Annual General Meeting shall be entered in the register kept by Euroclear Sweden AB by Monday, 7th May 2018.
Representatives and legal counsel are asked to warrant original registration certificates and other authorisation documents to the Company in good time prior to the Annual General Meeting.
In order to attend the meeting, all shareholders with shares registered in the nominee must request that they be temporarily entered into the shareholders’ register of Euroclear Sweden AB in their own name. Such registration must be completed by Monday 7th May 2018, which means that the shareholder must notify the trustee in advance of this date.
Draft Agenda:
- Opening of the Annual General Meeting and election of Chairman of the Meeting
- Preparation and approval of voting list
- Choice of one or two adjudicators
- Examination of whether the meeting has been convened properly
- Approval of Agenda for the meeting
- Presentation of the Annual Report and Auditor’s Report, as well as, where applicable, the consolidated accounts and the Group Audit Report
- Decide upon:
- Adoption of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet
- Allocation of the company’s income according to the established balance sheet
- Discharge from liability for the Board members and CEO
- Approval of the number of Board members and, if applicable, Deputy Directors
- Determination of remuneration of the Board of Directors
- Election of Board members and auditor
- Board of Directors’ motion concerning approval of guidelines for remuneration of senior executives
- Motion concerning approval to issue shares
- Motion concerning issue of warrants and approval of transfer of warrants to Board members etc.
- Conclusion of the Annual General Meeting
Motions:
Item 8b: Allocation of the company’s income according to the established balance sheet.
The Board proposes that the profit for the year be balanced on a new account and that no dividend be paid for the 2018 fiscal year.
Item 9: Approval of the number of Board members and, if applicable, Deputy Directors.
The majority owners propose that the Board shall consist of five members without deputies.
Item 10: Determination of remuneration of the Board of Directors.
The majority owners propose that fees to the Board be paid at a half price base amount per year to a member who is not employed by the Company. The auditor shall receive compensation on an approved account.
Item 11: Election of Board members and auditor.
The majority owners propose re-election of current directors Michael Jacobson, Michael Nott, Mark Segal, Björn Mannerqvist and Tim Webb.
The main owners also propose re-election of Grant Thornton Sweden AB as auditor with Thomas Daae as Chief Accountant.
Item 12: Board of Directors’ motion concerning approval of guidelines for remuneration of senior executives
The Board proposes that the AGM decides that the following guidelines will apply. The company is to offer all employees an attractive total compensation that serves to retain skilled staff in an industry where competition for skilled employees is tough. The compensation must be marketable and contain conditions that motivate the Company’s employees to act in the interests of shareholders. Both individual efforts and the group’s performance will be rewarded and linked to clearly defined goals set by the Board. The objectives are aimed at meeting the Company’s long-term strategy and the earnings trend that will benefit shareholders. The remuneration may consist of fixed and/or variable salary together with pension and any additional employment benefits. The variable remuneration shall not exceed the equivalent of twelve monthly salaries of fixed salary. The Board shall be entitled to waive these guidelines for specific reasons in a single case.
Item 13: Motion concerning approval to issue shares.
The Board proposes that the AGM authorises Board members to decide, on one or more occasions, with or without deviation from shareholders’ preferential rights, to effect a new issue of Series A and / or Series B shares. The authorisation shall include the right of the Board to decide on a new issue of as many shares as possible for the Company to offer without a change in the Company’s Articles of Association. The authorisation shall also include the right of the Board to decide on a new issue with a provision on cash, consideration, offsetting or other terms referred to in Chapter 13, Section 5, first paragraph, 6 of the Swedish Companies Act. The basis for the issue price when utilising the authorisation shall be the market value of the share. The reason for deviation from shareholders’ preferential rights is to enable the Board to carry out business acquisitions through a simplified process. The Board or the Board of Directors proposes to suggest the right to implement the minor changes in the decision that may be necessary upon registration.
Item 14: Motion concerning issue of warrants and approval of transfer of warrants to Board members etc.
The Board proposes that the AGM actions, with the exception of shareholders’ preferential rights, the Company issues no more than 300,000 warrants with the right to subscribe for a maximum of 300,000 new Series B shares on terms as set out below.
The subscription is solely the Ayima Employee Benefit Trust 2011 and subscription will be made no later than 31st May 2018. Ayima Employee Benefit Trust 2011 will acquire the warrants free of charge with the right and obligation to transfer the warrants to the Company’s employees who, by the 24th May , 2018, have been employed for at least 12 months within the company’s group. Those who have been employed in the Company’s group for at least 12 months but less than 4 years as of the 24th May 2018 will receive warrants equivalent to 25% of their gross annual salary. Those who have been employed in the Company’s group for more than 4 years as of the 24th May 2018 will receive warrants equivalent to 40% of their gross annual salary. Employees who are considered key persons in the Company’s group may receive any further allocation of warrants. The warrants not transferred to employees shall be retained by Ayima’s Employee Benefit Trust 2011 for the transfer to future employees. These warrants shall not be called for subscription.
Warrant holders are entitled to subscribe for one (1) new Series B share in the Company for a subscription price equal to 1 krona per share during May 2019, 2020, 2021 and 2022 for one (1) warrants. Issuance shall be effected against cash payment by deposit in an account designated by the Company. The full terms and conditions of which will be submitted to the meeting.
The Board’s motivation for the above proposal is that a personal, long-term commitment of employees can be expected to stimulate increased interest in operations and earnings development, increasing the overall motivation and the sense of togetherness within the Company. The Board therefore considers that the offer is beneficial to the Company and its shareholders.
Upon full exercise of the warrants, the share capital will increase by SEK 300,000 through the issuance of 300,000 shares, each with a quota value of SEK 1, subject to the increase that may result from the conversion of the options under the option conditions of emissions etc. This means that, with full utilization of proposed options, the dilution effect of the new shares will correspond to approximately 5.7 percent of the total number of outstanding shares and 4.3 percent of the total number of votes in the Company. The Board is empowered to take the minor adjustments in this decision which may prove necessary in connection with the registration thereof.
The Board also proposes that the Annual General Meeting (in accordance with Chapter 16 of the Companies Act) decides to approve the transfer of the warrants from the Ayima Employee Benefit Trust 2011 to the Company’s employees, with distribution as noted above.
Actions
The Company’s Annual Report and Auditor’s Report concerning the financial year 2017 and full proposals as above will be made available to shareholders of the Company no later than Monday, 30th April, 2018, and will be sent to shareholders requesting it at their provided postal address.
Other
Shareholders are informed of their right to request information at the Annual General Meeting in accordance with Chapter 7, Section 32 of the Companies Act, on conditions that may affect the assessment of a matter on the agenda or assessment of the Company’s financial situation.
Stockholm, April 2018
AYIMA GROUP AB (publ)
Board of Directors
