23 may 2017, 17:30
Notice of annual general meeting Sdiptech AB (publ)
The shareholders of Sdiptech AB (publ), org. no 556672-4893, are hereby summoned to the annual general meeting on Tuesday 20 June 2017 at 16.00 at the academy of engineering sciences (IVA), Grev Turegatan 16, Stockholm.
Shareholders who wish to participate in the annual general meeting shall both be registered in the Euroclear Sweden AB share database on Wednesday, 14 June 2017, partly register to the participation of the company at the following address Sdiptech AB, Stureplan 15, 111 45 Stockholm, via the company’s website www.sdiptech.com or per e-mail email@example.com.
The notification shall be sent to the company at the latest on Wednesday, 14 June 2017. The notification should include the shareholder’s name, personal/corporate identity number and daytime telephone number. The notification shall also state the number of assistants (maximum two) who will participate at the annual general meeting. Shareholders represented by proxy shall issue dated and signed power of attorney for the representative. Power of attorney in original and, for legal entities, certified copy of the certificate of registration, should, in good time before the meeting be sent to the company at the above address. The power of attorney may not be older than one year if it is not indicating that it is valid for a longer period of time, however, a maximum of five years. A proxy form is available on the company’s website, www.sdiptech.com.
Shareholders with nominee-registered shares (t.ex. shares in a custody account at a bank) must temporarily re-register their shares in their own name to be entitled to participate at the annual general meeting. Such registration must be effected at Euroclear Sweden AB by Wednesday, 14 June 2017. Contact should therefore be taken by the trustee in good time before this date.
1. Opening of the meeting
2. The election of the chairman at the meeting
3. Preparation and approval of the voting list
4. The choice of one or two persons to verify the minutes
5. Examination of whether the meeting has been duly convened
6. Agenda approval
7. Presentation of the annual report and the auditor’s report and the consolidated accounts and consolidated auditor’s report
a. adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
b. if the disposition of the company’s profit according to the adopted balance sheet;
c. discharge from liability of the members of the board and chief executive officer
9. The determination of the number of board members and auditors
10. Determination of remuneration for the board of directors and auditor
11. The election of the board of directors and the auditor and the fixing of the valberedningsinstruktion
12. Closure of the meeting
The draft decision, in essence,
Proposal under item 2; Election of chairman at the meeting
As the chairman of the meeting suggested the company’s chairman of the board Ashkan Pouya.
Proposal under item 8 (b); Decision on the disposition of the company’s profit according to the adopted balance sheet
The board of directors proposes that the agm resolves on a dividend to the preferensaktieägarna in accordance with the following.
Of the meeting the disposal of the funds, 331 448 248 sek, sek 8 per share for preference shares, a total of 14 000 000 sek, to be paid quarterly to the preferensaktieägarna with a quarter of the total amount (i.e. sek 2 per share for preference shares) as per the occasion. The proposal is based on all of the outstanding preferred shares as of the date of the notice.
As avstämningsdagar for the dividend is:
on september 15, 2017;
on 15 december 2017;
on 15 march 2018; and
June 15, 2018.
The payment of the four dividends will be on 21 June 2017, 20 september 2017, 20 december 2017, 20 march 2018.
The board of directors proposes that no dividend be paid on ordinary shares of class A or class B shares without the remaining income of 317 448 248 sek to be carried forward to new account, of which 240 394 593 sek is transferred to the share premium reserve.
Proposal under item 9; the Determination of the number of board members and auditors and any deputy auditors
The board is to consist of six members without deputies. Furthermore, it is proposed that the company shall have one auditor without any deputy auditor.
Proposal under item 10; Determination of remuneration for the board of directors and auditor
As fees to the board of directors for the period until the next annual general meeting is proposed 900 000 sek, of which sek 200,000 each to Mikael Lönn, Katarina Lundblad Pinnekamp, Johnny Alvarsson and Jan Samuelson and sek 50,000 each to the remaining members.
Fees to the auditor shall be paid according to approved invoice.
Proposal under item 11; Election of the board of directors and the auditor and the fixing of the valberedningsinstruktion
To the board of directors proposed, for the period until the end of the next annual general meeting, the re-election of Ashkan Pouya, Saeid Esmaeilzadeh, Mikael Lönn, Johnny Alvarsson, Katarina Lundblad Pinnekamp and Jan Samuelson. Ashkan Pouya is proposed to the chairman of the board.
It is proposed the re-election of the registered and authorized auditing firm KPMG AB as the company’s auditor with a mandate period of one year, i.e. for the period until the end of the next annual general meeting. If the proposal is accepted refers to KPMG AB will appoint the authorised public accountant, Duane Swanson, as the chief auditor.
Accounts and audit report will be available on the company’s website, www.sdiptech.com and, at the company’s head office, Stureplan 15, 111 45 Stockholm, sweden last from Tuesday 30 may 2017. The documents will be sent to shareholders who so request and state their postal address and must be submitted at the annual general meeting.
The shareholders are reminded of their right to request information from the board of directors and the managing director at the annual general meeting in accordance with chapter 7. Section 32 of the Swedish companies act (2005:551).
Stockholm in may 2017
Sdiptech AB (publ)
The board of directors
Sdiptech AB’s B-share is traded under the ticker symbol SDIP (B) with the ISIN-code SE0003756758.
Sdiptech AB:s preference shares are traded under the ticker symbol SDIP PREF with ISIN-code SE0006758348.
Sdiptech AB’s Certified Adviser on NASDAQ First North Stockholm is Erik Penser Bank. More information is available on the company’s website: www.sdiptech.com
For further information, please contact:
Jacob Holm, CEO, +46 761 61 21 91, firstname.lastname@example.org
Carl Johan Åkesson, CFO, +46 708 30 70 57, email@example.com
Sdiptech AB is a technology group with a main focus on urban infrastructures. The group provides deep niche services and products for renovating and expanding the fast-growing capitals. The company has its registered office in Stockholm.
The information was submitted for publication on 23 may 2017 there is a 17:30.
PM Notice to the annual general meeting in Sdiptech AB