Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
ADDvise Group AB (publ), reg. no. 556363-2115, hereby convenes the annual general meeting on 12 May 2025 at 10:00 CEST at Grev Turegatan 30 in Stockholm. Entrance and registration start at 09.30 CEST.
NOTIFICATION
Shareholders wishing to attend the annual general meeting must:
i) be registered in the share register kept by Euroclear Sweden AB on the record date 2 May 2025, or, if the shareholder has had his/her shares registered in the name of a nominee, request that the nominee registers the shares for voting purposes in such time that the registration is completed no later than 6 May 2025,
ii) give notice of attendance no later than 6 May 2025.
Notice of attendance shall be sent by e-mail to legal@addvisegroup.se, or by regular mail to ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm. The notice shall state the name, personal identification number or corporate registration number, address and telephone number and, where applicable, details of representatives, proxy holders and advisors.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a copy of the registration certificate or corresponding document shall be enclosed. The proxy must not be more than one year; however, the proxy may be older if it is stated that it is valid for a longer term, not exceeding five years. A proxy form will be available on ADDvise Group AB (publ)'s website, www.addvisegroup.se. Please note that notice of participation in the annual general meeting must be made even if the shareholder wishes to exercise his/her voting rights by proxy. A submitted proxy is not valid as notice of attendance to the annual general meeting.
In order to facilitate entry to the annual general meeting, the proxy, registration certificate and other authorisation documents (as applicable) should be received by ADDvise Group AB (publ) at ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm or by e-mail to e-mail to legal@addvisegroup.se, no later than 6 May 2025.
PROPOSED AGENDA
1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to certify the minutes.
4. Determination of whether the meeting has been duly convened.
5. Approval of the agenda.
6. Presentation of the annual report and the auditor's report, as well as of the consolidated financial statements and the auditor's report for the group.
7. Resolution on:
(a) adoption of the income statement and balance sheet for the company, as well as of the consolidated income statement and consolidated balance sheet for the group;
(b) disposition of the company's earnings in accordance with the approved balance sheet; and
(c) discharge from liability of the board members and the CEO.
8. Determination of remuneration to the board of directors and auditor.
9. Determination of the number of members of the board of directors and auditors.
10. Election of members of the board of directors and auditor.
11. Resolution on approval of the board of directors' remuneration report 2024.
12. Closing of the meeting.
The nomination committee for the annual general meeting has consisted of Roger Lindqvist (chairman), Per Åhlgren, Magnus Vahlquist and Fredrik Celsing. The nomination committee's complete proposal and reasoned opinion will be made available on the company's website (www.addvisegroup.se).
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 1)
The nomination committee proposes that Emil Hedberg, member of the Swedish Bar Association, at the law firm Schjødt is appointed as chairman of the meeting, or, in his absence, the person appointed by a representative of the nomination committee.
Resolution on disposition of the company's earnings in accordance with the approved balance sheet (item 7 b)
The board of directors proposes that the annual general meeting resolves that no dividend shall be paid to the shareholders for the financial year 2024 and that the funds at disposal of the meeting shall be balanced in new accounts.
Determination of remuneration to the board of directors and the auditors (item 8)
- Remuneration to the board of directors is proposed to be paid with SEK 500,000 to the chairman (a decrease with SEK 250 000 compared to the previous year) and SEK 200,000 to each non-employed board member (unchanged compared to the previous year) (i.e. a total of SEK 1,300,000 if board of directors' election is made in accordance with the nomination committee's proposal).
- Remuneration to members of the audit committee and members of the remuneration committee is proposed to be paid with SEK 75,000 to the chairman (unchanged compared to the previous year) and SEK 50,000 to each other member (unchanged compared to the previous year).
- Remuneration to the auditor is proposed to be paid in accordance with approved invoice.
- No remuneration is proposed to be paid to the members of the nomination committee.
Determination of number of board members and auditors and election of members of the board of directors and auditor (item 9 and 10)
- The board of directors shall consist of five (5) members without deputies (item 9).
- Re-election of Fredrik Celsing, Thomas Eklund, Johanne Brændgaard, Rikard Akhtarzand and Anna Ljung as board members, all for the period until the end of the next annual general meeting.
- Re-election of Fredrik Celsing as chairman of the board of directors for the period until the end of the next annual general meeting (item 10).
- Re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next annual general meeting. The audit firm has informed the nomination committee that the authorised auditor Johan Engstam will continue as auditor in charge. The nomination committee's proposal is in line with the audit committee's recommendation (item 10).
Current board member, Staffan Torstensson (as well as CEO), has declined re-election as board member.
The nomination committee's complete proposals, including a presentation of the proposed board members and an assessment of their independence in relation to the company, the management and the company's major shareholders, are available on the company's website (www.addvisegroup.se).
Resolution on approval of the board of directors' remuneration report 2024 (item 11)
The board of directors' remuneration report for 2024 provides an overview of how the guidelines for remuneration of senior executives adopted by the 2024 annual general meeting have been implemented in 2024. The remuneration report also includes information on the remuneration of the company's previous and current CEO.
The remuneration report is available on the company's website (www.addvisegroup.se).
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for senior executives.
NUMBER OF SHARES AND VOTES
The total number of shares in the company as of the date of this notice amounts to 198,834,197 shares, of which 7,619,439 shares are of series A, corresponding to 7,619,439 votes, and 191,214,758 shares are of series B, corresponding to 19,121,475.8 votes. The total number of votes in the company amounts to 26,740,914.8.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without significant harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the company's financial situation. The duty of disclosure also applies to the company's relationship with another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTATION
Complete proposals for resolutions and other documentation to be made available prior to the annual general meeting in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company's address Grev Turegatan 30, 114 38 Stockholm and on the company's website (www.addvisegroup.se) no later than three weeks prior to the annual general meeting and will be sent to shareholders who so request and provide their e-mail or postal address. Such request can be sent by e-mail to legal@addvisegroup.se, or by post to ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm.
PROCESSING OF PERSONAL DATA
For information on how the company processes your personal data in connection with the annual general meeting, please refer to the privacy policy available on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacypolicybolagsstammor svenska.pdf, and the company's
website, https://www.addvisegroup.se/dokumentation/policy/.
*****
Stockholm in April 2025
ADDvise Group AB (publ)
The board of directors
For more information, please contact:
Staffan Torstensson, CEO
+46 704 33 20 19
staffan.torstensson@addvisegroup.se
Hanna Myhrman, General Counsel
+46 709 82 92 23
About ADDvise Group
ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 1.7 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, CA@mangold.se, is the company's Certified Adviser. More information is available at www.addvisegroup.com.