AMBEA AB The shareholders of
Due to the situation resulting from the Corona virus (covid-19),
A presentation with the CEO,
Preconditions for participation
Shareholders who wish to attend the Annual General Meeting must:
- be entered in the share register maintained by
- notify the company of their intention to attend the meeting no later than Tuesday
To be entitled to participate in the Annual General Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is listed in the share register no later than
Advance voting
The shareholders may exercise their voting rights at the shareholders' meeting by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available on www.ambea.se/investerare/. The advance voting form is considered as the notification of attendance to the shareholders' meeting.
The completed voting form must be received by
If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form.
Shareholders' right to obtain information
Shareholders are reminded of their right to request information from the board of directors and the CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. A request for such information shall be made in writing to
Number of shares and votes
As per the date of this notice there are a total of 94,617,996 shares outstanding in the company that entitle to one vote per share at the shareholders' meeting. The company currently holds 134,437 own shares, corresponding to 134,437 votes, which cannot be represented at the annual shareholders' meeting.
Proposed agenda
- Appointment of chairman of the Annual General Meeting
- Election of person who shall approve the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the Annual General Meeting has been duly convened
- 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:
- Lena Hofsberger (re-election)
- Daniel Björklund (re-election)
Gunilla Rudebjer (re-election)Liselott Kilaas (re-election)- Yrjö Närhinen (election)
Samuel Skott (election)
- Election of the chairman of the board of directors
The nomination committee's proposal:
- Lena Hofsberger (re-election)
- Election of auditors
- Presentation of the remuneration report for approval
- Resolution on guidelines for remuneration to senior executives
- Resolution on long-term incentive program to senior executives and key employees in the form of warrants
- Resolution regarding amendment of the Articles of Association to enable collection of powers of attorney and postal voting
- 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
Proposed resolutions
Item 1 - Appointment of chairman of the Annual General Meeting
The nomination committee proposes that
Item 2 - Election of person who shall approve the minutes
Item 3 - Preparation and approval of the voting list
The voting list proposed for approval under item 3 of the agenda is the voting list drawn up by
Item 8 - Resolution regarding allocation of the company's results
The board of directors proposes a dividend to the shareholders of
Item 10a - 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, with no deputy members.
Item 10b - Determination of the number of auditors
The nomination committee proposes that the number of auditors shall be one, with no deputy auditors.
Item 11a - 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 11 b - 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 12-13 - Election of the members and the chairman of the board of directors
The nomination committee's proposals are set out in the proposed agenda. A presentation of the persons proposed by the nomination committee to be elected as board members is set out below and a presentation of the persons proposed to be re-elected as board members is available on the company's website, www.ambea.se/investerare/.
Yrjö Närhinen (b. 1969) is a professional board member, advisor and investor. Today, Yrjö is active as chairman of the board of Curaeos, a European operator of dental clinics. Yrjö has broad experience of the Nordic healthcare sector and a solid background in B2C marketing and digitalisation, both from private and listed companies. Between 2010 and 2019, Yrjö was CEO of
Item 14 - Election of auditors
The nomination committee proposes the re-election of
Item 16 - Resolution on guidelines for remuneration to senior executives
The board of directors proposes that the Annual General Meeting adopts the following guidelines for remuneration to senior executives. The guidelines comprise the CEO and the other members of the Management Team. The guidelines should be applied on compensation that is agreed upon, and changes in already agreed compensation, after the guidelines have been adopted by the Annual General Meeting 2021. The guidelines do not apply to remuneration adopted by the shareholders' meeting.
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
In brief, the company's business strategy is as follows.
For more information about the company's business strategy, see ambea.com/about-ambea.
Successful implementation of the company's business strategy and safeguarding of the company's long-term interests, including its sustainability, requires that the company can recruit and retain qualified employees. To achieve this goal, the company must offer competitive remuneration. These guidelines ensure competitive total remuneration for the performance of senior executives.
The company has established long-term share-based incentive programs. These programs have been adopted by the shareholders' meeting and are not therefore covered by these guidelines. For more information about
Variable cash remuneration covered by these guidelines is aimed at promoting the company's business strategy and long-term interests, including its sustainability.
Forms of remuneration
Remuneration shall be market-based and may include the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. In addition, the shareholders' meeting may - and independently of these guidelines - make decisions regarding, for example, share-based and share-price related remuneration.
The fulfilment of criteria for the payment of variable cash remuneration must be measurable over a period of one year. The variable cash remuneration shall not exceed 50 per cent of the fixed annual cash salary.
For the CEO, pension benefits, excluding health insurance and waiver of premium benefit, shall be defined-contribution. Variable cash remuneration shall not be pensionable. Pension premiums for defined-contribution pensions shall not exceed 30 per cent of the fixed annual cash salary. For other senior executives, pension benefits, shall be defined-contribution unless the executive is covered by a defined-benefit pension according to applicable collective agreement provisions. Variable cash remuneration shall not be pensionable. Pension premiums for defined-contribution pensions shall not exceed 25 per cent of the fixed annual cash salary.
Additional variable cash remuneration may be paid during extraordinary circumstances, provided such extraordinary arrangements are only made on an individual basis to recruit or maintain senior executives, or as a compensation for extraordinary efforts in addition to the individual's normal tasks. Such remuneration cannot exceed a total sum of 30 per cent of the fixed annual cash salary. Decision regarding such remuneration is made by the board of directors by proposal from the remuneration committee.
Other forms of remuneration can include life insurance, medical insurance and car benefit for example. Premiums and other costs as a result of such benefits may only add up to 10 per cent of the fixed annual cash salary.
In terms of the employment relationships governed by rules other than those that apply in
Termination of employment
Upon termination by the company, the CEO shall be entitled to a notice period of twelve months, and other senior executives shall be entitled to a notice period of up to six months. Upon termination by the company, senior executives, in addition to their fixed cash salaries during the notice period, shall be entitled to severance pay in an amount ranging from three to twelve months' fixed cash salaries. Upon termination by the senior executive, the period of notice is up to a maximum of six months, with no right to severance pay. In addition, any non-compete obligations may be compensated with compensation for loss of income to the extent that the former executive is not entitled to severance pay. The remuneration shall amount to a maximum of 60 percent of the cash salary (including both fixed cash salary and variable cash remuneration) at the time of termination or the average monthly cash salary (including both fixed cash salary and variable cash remuneration) during twelve months before termination of employment, subject to mandatory collective agreement provisions, and be paid during the period for which the non-compete obligation applies, which shall not exceed twelve months after the termination of the employment. The compensation shall be reduced by a value corresponding to the income that the person receives from other sources of income, either from employment or from other independent activities.
Criteria for distribution of variable cash remuneration
Variable cash remuneration shall be linked to pre-determined and measurable criteria that can be financial or non-financial. They may also consist of quantitative or qualitative targets for the individual. The criteria shall be designed to promote the company's business strategy and long-term interests, including its sustainability, by, for example, having a clear link to the business strategy or promoting the executive's personal long-term development.
At the end of the measurement period for fulfilment of the criteria for the payment of variable cash remuneration, the extent to which the criteria have been met must be assessed/determined. The remuneration committee are responsible for this assessment. For financial targets, the assessment shall be based on the company's most recently available financial information.
Salaries and terms of employment for employees
When preparing the board of directors' proposal for these remuneration guidelines, salaries and terms of employment for the company's employees have been taken into account by including information about the employees' total remuneration, components of the remuneration, and the increase and rate of increase of the remuneration over time in the remuneration committee and the board of directors' decision-making documentation for the evaluation of the fairness of the guidelines and the limitations arising from them. The development of the gap between the senior executives' remuneration and other employees' remuneration will presented in the remuneration report.
Decision-making process
The board of directors has established a remuneration committee. The committee's duties include preparation of the board of directors' decision to propose remuneration guidelines for senior executives. The board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal to the Annual General Meeting for adoption.
The guidelines shall apply until new guidelines are adopted by the Annual General Meeting. The remuneration committee shall also monitor and evaluate variable remuneration programs for management, the application of the remuneration guidelines for senior executives and the current remuneration structures and levels applied by the company. The remuneration committee's members are independent in relation to the company and management. To the extent they are affected by these matters, neither the CEO nor any other member of management is present when the board of directors considers and makes decisions related to remuneration.
Deviation from the guidelines
The board of directors may resolve to temporarily deviate from the guidelines, in whole or in part, should there be special reasons for doing so in an individual case, and a deviation is necessary to meet the company's long-term interests, including its sustainability, or to ensure the company's economic viability. As set out above, the remuneration committee's duties include preparation of the board's remuneration-related decisions, which includes decisions to deviate from the guidelines.
Description of significant changes to the guidelines
The above proposals for amendments to the guidelines have been made in order for the guidelines to be in line with the remuneration package that applies to the new CEO who joined the company in 2021. The changes mainly concern adjustment of possible maximum outcome of short-term variable cash remuneration, adjustment of conditions for extraordinary variable cash remuneration, includes an adjustment of remuneration for non-compete obligations, adjustment of the CEO's pension benefits and includes an adjustment of the notice period upon termination by the company.
Item 17 - 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 956,148 warrants, however equal to a maximum total investment of
The proposed incentive program is a three year program, primarily in line with the incentive programs adopted in connection with the extraordinary shareholders' meeting 2017 and annual general meetings 2018 and 2019. Since the company has resolved not no implement a share savings plan, the incentive program will be extended to a wider group of participants than previous programs. As set out below and as a compensation for his assignment as interim CEO during 2021, it is proposed to offer the CFO to make a larger investment in the incentive program than the other participants.
In total, the incentive program comprises a maximum of 34 individuals. The incentive program entails that senior executives and key employees, who have entered into a pre-emption agreement with 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, at the time of the transfer, however not before 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 34 senior executives and key employees in the
| Position | Maximum investment per participant of each category (SEK) | Maximum number of warrants per participant of each category |
| CEO | 500,000 | 87,720 |
| CFO | 600,000 | 105,264 |
| Management group 1 (approx. 5 individuals) | 250,000 | 43,860 |
| Management group 2 (approx. 4 individuals) | 200,000 | 35,088 |
| Other key employees (approx. 23 individuals) | 100,000 | 17,544 |
Each participant may subscribe for its maximum number of warrants as set out above. As a compensation for his assignment as interim CEO during 2021, it is proposed to offer the CFO to make a larger investment in the incentive program than the other participants.
Costs for the program, effect on important key ratios and dilution
The total cost for the incentive program is estimated not to exceed
According to a preliminary valuation, the market value of the warrants corresponds to approximately
The cost for the incentive program is expected to have a marginal impact on
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
In accordance with guidelines provided by the board of directors, 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 2021.
Other incentive programs
For a description of
Item 18 - Resolution regarding amendment of the Articles of Association to enable collection of powers of attorney and postal voting
The board of directors proposes that the Annual General Meeting resolves to add a new section § 13 in the Articles of Association. The proposed wording is set out below:
"13 § Collection of powers of attorney and postal voting"
The board of directors may collect powers of attorney in accordance with the procedures described in Chapter 7 Section 4, second paragraph, of the Swedish Companies Act (2005:551).
The board of directors may decide, prior to a shareholders' meeting, that the shareholders be permitted to exercise their voting rights by post prior to the shareholders' meeting."
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 which corresponds to maximum 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting's resolution on the authorisation, 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.
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Other information
Resolution in accordance with item 17 above requires approval of at least nine tenths (9/10) of both the votes cast and the shares represented at the shareholders' 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 shareholders' meeting.
The annual report and the auditor's report for the financial year 2020, the board of directors' remuneration report, and other underlying documentation for resolutions, are presented by being held available to the shareholders for inspection at the company's office, Evenemangsgatan 21, SE-171 29 Solna,
The Annual General Meeting's share register will be available at the company's office. Proxy forms for shareholders who would like to vote in advance through proxy are available at the company's website, www.ambea.se/investerare/, and are sent free of charge to the shareholders who request it from the company.
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:
Telephone: +46 (0)708 64 07 52
E-mail: ir@ambea.se
Telephone: +46 (0)10 33 00 501
E-mail: press@ambea.se
https://news.cision.com/ambea/r/ambea-ab--publ-notice-of-annual-general-meeting,c3315410
https://mb.cision.com/Main/5048/3315410/1393599.pdf
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