DISTIT AB The shareholders in
Right to participate in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting by postal voting shall
- for the first part, be entered in the share register kept by
Euroclear Sweden AB onWednesday, April 20, 2022 ,
- for the second part, register their postal vote in accordance with the instructions under the heading "Information on postal voting" below so that the postal vote is received by the Company no later than
Friday, April 22, 2022 .
Shareholders who wish to attend the meeting in person or through a representative must,
- for the first part, be entered in the share register kept by
Euroclear Sweden AB onWednesday, April 20, 2022 ,
- for the second part, register their intention to participate in the Annual General Meeting no later than
Friday, April 22, 2022 by phone on 08-518 169 42, via e-mail to bolagsstamma@distit.se, or by post to address:DistIT AB (publ), "Annual General Meeting" Attn:Philip Gunnarsson , Glasfibergatan 8, 125 45 Älvsjö.
Upon registration, the name, address, telephone number, personal or corporate identity number, and shareholding shall be specified. If the shareholder intends to bring an assistant to the meeting, the number (no more than two) and name of the assistant must be reported to the Company as specified above.
Shareholders who have nominee registered their shares through a bank or other trustee, must temporarily register the shares in their own name with
Postal voting information
Shareholders who do not wish to attend the Annual General Meeting may choose to exercise their voting rights at the meeting by voting in advance, so-called postal voting, according to the statutes of the Company. On the Company's website www.distit.se/sv/investerare/bolagsstammor/ there is a link to the digital postal voting form that shall be used for postal voting.
Completed and signed postal voting forms shall be submitted electronically via the web link specified on the Company's website www.distit.se/sv/investerare/bolagsstammor/ and shall be received by the Company no later than
The shareholder may not submit instructions other than to mark one of the answer alternatives specified in the form. If the shareholder has supplied the form with special instructions or conditions, or changed or made additions to the pre-printed text, the postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at www.distit.se/sv/investerare/bolagsstammor/.
Power of attorney
Shareholders who are represented by a proxy on-site at the general meeting or who postal votes by proxy shall issue a written and dated power of attorney signed by the shareholder, and which on the day of the meeting may not be more than five years old. If the power of attorney has been issued by a legal entity, a certified copy of the registration certificate or equivalent authorization documentation, indicating the authorized signatory, shall be appended. Power of attorney forms are available on the Company's website www.distit.se/sv/investerare/bolagsstammor/ and are sent free of charge to the recipient of the shareholders who request it and state their postal address or e-mail address.
The original power of attorney and, if applicable, a certified copy of the registration certificate or equivalent authorization documentation shall be brought to the general meeting. A copy of the power of attorney with related authorization documentation shall be sent to the Company together with the notification to the general meeting.
Personal information
Personal information relating to shareholders taken from the share register, notification to the general meeting and information on proxies and assistants will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (Regulation (EU) 2016/679 of the
Proposed agenda
- Opening of the Annual General Meeting
- Election of the Chair of the general meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two adjusters
- Determination of whether the Annual General Meeting has been duly convened
- The CEO’s statement
- Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report
- Resolution on
- the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
- the appropriation of profit or loss according to the approved balance sheet
- the discharge from liability for the board members and the CEO
- Presentation of the Nomination Committee's work and proposals
- Resolution on the number of board members and auditors
- Resolution on the board and auditor fees
- Election of board members
- Election of Chair of the Board
- Election of auditor
- Resolution on the principles for the Nomination Committee
- Resolution on guidelines for remuneration to senior executives
- Resolution for incentive programs and the issue of subscription warrants 2022/2025:1-6
- Resolution on the authorization for the Board to issue shares
- Resolution on the authorization to register resolutions determined by the Annual General Meeting
- Closing of the Annual General Meeting
Proposal for resolutions
For information on the Nominaton Committee’s composition and work prior to the 2022 Annual General Meeting, please refer to - “The Nomination Committee's proposals and remarks to the Annual General Meeting of
Item 2. Election of the Chair of the general meeting
The Nomination Committee proposes that
The Board of Directors proposes that the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet shall be approved by the Annual General Meeting.
The Board of Directors and the CEO propose that the Annual General Meeting resolves on an ordinary dividend of
The Board of Directors is authorized to set a record date for the right to receive dividends. If the Annual General Meeting resolves in accordance with the proposal, the Board of Directors intends to set a record date that falls during the third quarter of 2022.
It is proposed that all board members and the CEO shall be granted discharge from liability.
The following people have been board members of the Company during the financial year 2021:
Item 10. Presentation of the Nomination Committee's work
The Chair of the Nomination Committee,
Item 11. Resolution on the number of board members and auditors
The Nomination Committee proposes that the
The Nomination Committee proposes, on the recommendation of the Company's Board of Directors, that the number of auditors, for the period until the end of the next Annual General Meeting, shall be one, with one registered auditing company with one principal auditor and no deputy auditor.
Item 12. Resolution on the board and auditor fees
The Nomination Committee proposes a total maximum fee of
- Chair of the Board:
SEK 375 000 (previous yearSEK 375 000) - Other members who are not employed in the Group: 175
000 SEK per member (previous year 175 000).
Fees shall not be paid for committee work as no such work takes place, but is handled by the Board of Directors in its entirety.
The Nomination Committee proposes that any work in addition to ordinary board work shall take place on market terms and be agreed directly between the Company and the member concerned. This procedure has also been applied in previous years, and the extent of these consulting fees is reported separately in the annual report.
Fees to the auditor are proposed to be paid in accordance with reported and approved costs.
Item 13. Election of board members
For the period until the end of the Annual General Meeting to be held during the next financial year, the Nomination Committee proposes the re-election of
Jonas Mårtensson has informed the Nomination Committee that he is not available for re-election.
A presentation of current and proposed members can be found in the Company's annual report 2021 and on the Company's website. The Nomination Committee's complete proposal, remarks and motivation, as well as how the Nomination Committee's work has been conducted, can also be found on the Company's website.
Item 14. Election of Chair of the Board
The Nomination Committee proposes that
Item 15. Election of auditor
The Nomination Committee proposes, following a recommendation from the Company's Board of Directors, re-election of the registered auditing company
Item 16. Resolution on the principles for the Nomination Committee
The Nomination Committee does not propose any changes to the principles for the Nomination Committee's assignment and how the Nomination Committee shall be appointed, which were adopted by the Annual General Meeting the previous year. The proposal means that the following principles are adopted to apply to the Nomination Committee prior to the Annual General Meeting 2023.
The Chair of the Board shall, on an annual basis, no later than
If a member leaves the Nomination Committee prematurely, a new member shall, if possible, be appointed by the same shareholder. If the said shareholders waive their right to appoint a member to the Nomination Committee, the next largest shareholder, who has not already appointed a member to the Nomination Committee, shall be given the opportunity to appoint a member to the Nomination Committee. Changes in the Nomination Committee shall be announced immediately.
The CEO or another person from the company management shall not be a member of the Nomination Committee. The Chair of the Board convenes the first meeting of the Nomination Committee. An owner representative shall be appointed Chair of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed. The composition of the Nomination Committee shall be announced no later than six months before each Annual General Meeting.
The Nomination Committee shall be established, on an annual basis, based on shareholder statistics from
The Nomination Committee shall prepare and submit proposals to the Annual General Meeting for the election of the Chair of the Board and other members to the Company's Board of Directors, board fees divided between the Chair and other members and any remuneration for committee work, election of and fees to the auditor, resolutions on principles for appointing the Nomination Committee, and proposal for the Chair at the Annual General Meeting.
The Nomination Committee shall also evaluate the members of the Board of Directors, its Chair, and how the Board's work is perceived and conducted, for example through interviews with the Board's members and Chair. In interviews with the Board’s members, the Chair of the Company shall not be included in order to ensure transparency. Relevant parts of the conclusions from the board evaluation shall be communicated to the Chair of the Company, but in such a way that the views of individual members, in particular concerning the Chair of the Company and the board's work, cannot, as far as possible, be traced to individual members.
Fees shall not be paid to the members of the Nomination Committee. The Nomination Committee shall have the right, following approval by the Chair of the Board, to incur the Company with costs for, for example, recruiting consultants and travel expenses, or other costs necessary for the Nomination Committee to be able to fulfill its charge.
In connection with its charge, the Nomination Committee shall forward certain information to the Company so that the Company can fulfill its information obligations.
Principles for the Nomination Committee's charge and how the Nomination Committee shall be appointed apply to each Nomination Committee until the Annual General Meeting resolves an amendment thereof.
Item 17. Resolution on guidelines for remuneration to senior executives
The Board proposes that the Annual General Meeting adopt the following guidelines for determining salaries and other remuneration to board members (refers to remuneration in addition to board fees, e.g., consulting fees), the CEO, Deputy CEO (if applicable), and the CEO of each of the subsidiaries and other persons in the Company's management. The guidelines shall be applied to remuneration that is agreed, and changes that are made to already agreed remunerations, after the guidelines have been adopted by the 2022 Annual General Meeting. The guidelines do not cover remunerations decided by the Annual General Meeting.
The Board shall, at least every four years, establish a proposal for new guidelines for remuneration to senior executives and submit the proposal for resolution at the Annual General Meeting.
How the guidelines advance the Company's business strategy, long-term interests and sustainability
The Company's business strategy is briefly as follows.
The DistIT Group's growth strategy consists of organic growth, acquisitions, and synergy opportunities. Organic growth within each company shall be achieved through continuous development of business models, a flexible organization and a careful analysis of the market's driving forces. Acquisitions of new companies shall strengthen the DistIT Group's offers and position, expand its geographical presence, or supplement the Group's customer base. Acquired companies must have leadership characterized by expertise and entrepreneurship, good earning capacity, and a proven business model. Synergy opportunities between the subsidiaries, both cost and market synergies in the
For further information on the Company's business strategy, see www.distit.se.
Successful implementation of the Company's business strategy and safeguarding of the Company's long-term interests, including its sustainability, require the Company to recruit and retain qualified employees. In order to do so, the Company must offer competitive and remuneration on market terms. These guidelines allow senior executives to be offered competitive overall remuneration.
The Company already has three long-term share-based incentive programs. These programs include the CEO and other senior executives and key personnel within the Group. The programs have been decided by the Annual General Meeting and are therefore not covered by these guidelines. For the same reason, the long-term share-based incentive program that the Board of Directors has proposed for the 2022 Annual General Meeting is also not covered. The program includes the Company's CEO and some of the Group's senior executives. For more information about the program, including the criteria on which the outcome depends, see the Board of Directors’ proposal to the Annual General Meeting for a resolution on the issue of warrants intended for incentive programs for senior executives.
Variable cash remuneration covered by these guidelines shall aim to promote the Company's business strategy and long-term interests, including its sustainability.
The forms of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits, life insurance, health insurance and other non-monetary benefits such as a company car. In addition - and independently of these guidelines - the Annual General Meeting may decide on, for example, share and share price related remuneration and incentive programs based on subscription warrants.
Fulfillment of criteria for payment of variable cash remuneration shall be measurable over a period of one year. The variable cash remuneration can amount to a maximum of 50 percent of the fixed annual cash salary. Furthermore, additional variable cash remuneration can be paid in exceptional circumstances as defined below.
For the CEO, pension benefits, including health insurance, shall be defined-contributions. Variable cash remuneration shall not be pensionable. The pension premiums for defined-contribution pensions can amount to a maximum of 35 percent of the fixed annual cash salary.
For other senior executives, pension benefits, including health insurance, shall be defined-contributions unless the executive is covered by a defined-benefit pension in accordance with mandatory collective agreement provisions. Variable cash remuneration shall be pensionable to the extent that this follows mandatory collective agreement provisions that are applicable to the executive. The pension premiums for defined-contribution pensions shall amount to a maximum of 35 percent of the fixed cash salary.
Other benefits may include, among other things, life insurance, health insurance and company cars. Such benefits may amount to a maximum of 19 percent of the fixed annual cash salary.
In terms of employment relationships that are subject to rules other than Swedish, in as far as this concerns pension benefits and other benefits, appropriate adjustments may be made to comply with such mandatory rules or established local practice, whereby the overall purpose of these guidelines shall as far as possible be met.
Termination of employment
The notice period shall be so long that the Company is given a reasonable time to recruit and train replacements, allowing restrictions that may follow from law. A notice period on the part of the executive of normally six months shall be deemed to meet this requirement. In the event of such termination, the executive shall not be entitled to severance pay. In the event of termination by the Company, the notice period may not exceed twelve months. Fixed cash salary during the notice period may not exceed an amount corresponding to the fixed cash salary for one year. Severance pay is not issued.
In addition, remuneration may be paid for any commitment to restrict competition. Such remuneration shall compensate for any loss of income and shall only be paid to the extent that the previous executive is not entitled to severance pay. The remuneration shall amount to a maximum of 60 percent of the fixed cash salary at the time of termination, unless otherwise provided by mandatory collective agreement provisions, and shall be paid during the period of the commitment to restrict competition, which shall be a maximum of 24 months after termination of employment.
Criteria for the distribution of variable cash remuneration, etc.
Variable cash remuneration shall be linked to predetermined and measurable financial or non-financial criteria. They may also consist of individually adapted quantitative or qualitative goals. The criteria shall be formulated so that they promote the Company's business strategy and long-term interests, including its sustainability by, for example, maintaining a clear connection to the business strategy or promoting the executive's long-term development.
Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are made only to promote the senior executives' participation in share-based incentive programs or otherwise promote co-ownership in the Company. Such remuneration shall not exceed an amount equivalent to 50 percent of the fixed annual cash salary and shall not be paid more than once a year and per individual. On specific occasions related to encouraging co-ownership in the Company, such as share-based incentive programs that cover longer periods than one year, the remuneration for an individual year may correspond to a maximum of 50 percent of the fixed annual cash salary, when implementing the program, multiplied by the number of years the incentive program runs, although with a maximum of 150 percent. Decisions on such remuneration shall be made by the Board of Directors.
The Board shall have the right, in accordance with law or agreement and with the restrictions that may follow therefrom, to fully or partially reclaim variable cash remuneration that has been paid on incorrect grounds.
When the measurable period for fulfillment of the criteria for payment of variable cash remuneration has ended, the extent to which the criteria have been met shall be assessed/determined. The Board of Directors is responsible for the assessment of variable cash remuneration to the CEO. With regard to variable cash remuneration to other executives, the CEO is responsible for the assessment. With regard to financial targets, the assessment shall be based on the most recently published financial information by the Company.
Salary and employment conditions for employees
In the preparation of the Board of Directors' proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Board of Directors’ basis of decision when assessing whether the guidelines and the limitations set out herein are reasonable.
The fixed salary shall be market-based and determined individually, and based on each individual's role, performance, results and responsibilities. As a general rule, a fixed salary shall be renewed once a year.
The decision-making process for establishing, reviewing and implementing the guidelines
The Board of Directors has decided not to appoint a special remuneration committee. The Board has found that it is more suitable that the entire Board performs this task. However, a board member who is part of the company management shall not participate in the work. The Board of Directors shall establish a proposal for new guidelines, at least every four years, and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the Annual General Meeting. The Board shall also monitor and evaluate programs for variable remuneration for company management, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the Company. The Company's auditor must submit a written and signed statement to the Board no later than three weeks before each Annual General Meeting on whether the guidelines have been followed. If the auditor is of the opinion that the guidelines have not been followed, an explanation is to be included in the statement. The CEO and other persons in the company management do not attend the Board's consideration of and decisions on remuneration-related issues, insofar as they are affected by the issues.
The revision of the guidelines proposed for the 2022 Annual General Meeting essentially means that it is made clear that additional variable cash remuneration can be paid in extraordinary circumstances in accordance with what is stated in the guidelines. In other respects, the guidelines mainly comply with the guidelines adopted by the 2020 Annual General Meeting. Shareholders have not submitted any comments on previous guidelines adopted at the 2020 Annual General Meeting.
Consultancy fees to board members
In cases where board members perform work in addition to the usual board work, the Board of Directors shall, under certain circumstances, be able to determine additional remuneration in the form of consulting fees.
Deviations from guidelines
The Board of Directors may decide to deviate from the guidelines by up to 10% of the stated guidelines in relation to variable remuneration and benefits if, in an individual case, there are special reasons for this, and a deviation is necessary to meet the Company's long-term interests, including its sustainability, or to ensure the Company's economic viability.
If such deviations take place, the Board of Directors shall report the reasons for the deviation at the next Annual General Meeting.
Item 18. Resolution for incentive programs and the issue of subscription warrants 2022/2025:1-6
The Board of Directors of
Reasons for the proposal and the deviation from the shareholders' preferential rights
The right to subscribe for the new subscription warrants shall only appertain to the Company's CEO and CFO as well as certain other key persons within the Group. The Board of Directors believes that the long-term ownership commitment of these people can be expected to stimulate an increased interest in the business and earnings development, increase motivation and solidarity with the Company. The Board therefore deems that the proposal is beneficial for the Company and its shareholders.
Issue of subscription warrants
Warrants will be issued in six different series:
| Series | Number of subscription warrants |
| 2022/2025:1 | 75 000 |
| 2022/2025:2 | 75 000 |
| 2022/2025:3 | 75 000 |
| 2022/2025:4 | 75 000 |
| 2022/2025:5 | 75 000 |
| 2022/2025:6 | 75 000 |
For each warrant series, there are different conditions for calculating the subscription price at which shares can be subscribed, see below.
The right to subscribe for the warrants 2022/2025: 1-6 shall, with deviation from the shareholders' preferential rights, accrue to the Company's CEO
| Series | CEO (maximum) | Other key persons in the Company and subsidiaries (maximum per person) |
| 2022/2025:1 | 33 335 | 25 000 |
| 2022/2025:2 | 33 333 | 25 000 |
| 2022/2025:3 | 33 333 | 25 000 |
| 2022/2025:4 | 33 333 | 25 000 |
| 2022/2025:5 | 33 333 | 25 000 |
| 2022/2025:6 | 33 333 | 25 000 |
The persons who have the right to subscribe for the subscription warrants shall notify how many warrants they wish to subscribe for. The Board of Directors decides on individual allocation to the category Other key persons in the Company and subsidiaries, taking into consideration such persons' positions within the Group and total remuneration. The allocation per person may not exceed the maximum distribution stated above, but may be lower.
Subscription of the warrants shall take place on the subscription list no later than
The subscription price for the warrants shall correspond to the market value of the warrants. The market value of each warrant series shall be calculated by an independent expert using the Black & Scholes warrant pricing model and shall be based on the volume-weighted average price of the Company's share on the Nasdaq First North Premier Growth Market during the period from
Each subscription warrant entitles the holder to subscribe for one (1) share in the Company. The price at which new shares are issued shall be determined as follows:
| Series | Subscription price per share |
| 2022/2025:1 | If the volume-weighted average price for the Company's share during the period from |
| 2022/2025:2 | If the volume-weighted average price for the Company's share during the period from |
| 2022/2025:3 | If the volume-weighted average price for the Company's share during the period from |
| 2022/2025:4 | If the volume-weighted average price for the Company's share during the period from |
| 2022/2025:5 | If the volume-weighted average price for the Company's share during the period from |
| 2022/2025:6 | If the volume-weighted average price for the Company's share during the period from |
Issuance of new shares with support of the subscription warrants can take place during the period from
Upon full exercise of the subscription warrants, the share capital will increase by a maximum of
A resolution under this item will not be valid unless it has been supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.
Item 19. Resolution on the authorization for the Board to issue shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board to, on one or several occasions, with or without deviation from the shareholders' preferential rights, decide on a new issue of shares corresponding to a dilution of a maximum of 10 percent of the Company's share capital and total number of votes at the time the authorization is used for the first time. Furthermore, such issues may take place against a cash payment, through non-cash and offset, or otherwise combined with conditions. The authorization shall primarily be used for the implementation of acquisitions or financing of the Company's operations.
Resolutions pursuant to this item are valid only if they have been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Item 20. Resolution on the authorization to register resolutions determined by the Annual General Meeting
The Board of Directors proposes that the Annual General Meeting resolves that the Board of Directors, or the board appointed in its place, be authorized to make the minor adjustments in the resolutions that may prove to be necessary in connection with the registration of the matters dealt with and decisions taken with the Swedish Companies Registration Office.
Documentation and information
The annual report, the auditor’s report, the power of attorney and the Board of Directors’ complete proposal for resolutions in accordance with the above, and associated documentation in accordance with the Swedish Companies Act (2005:551), will be available at the Company's offices, address as above, and on the Company's website, www.distit.se, no later than three weeks before the Annual General Meeting Copies of the said documentation are also sent to the shareholders who request it, and thereby state their address. Documentation will also be available at the meeting.
The Board of Directors and the CEO shall, in accordance with the Swedish Companies Act (2005:551), at the request of shareholders, provided that the Board of Directors considers that this can take place without significant damage to the Company, provide information at the General Meeting on circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company's financial situation.
Information on the number of shares and votes
The total number of registered shares and votes in the Company at the time of issuance of this notice is 14 040 466.
This English version of the year-end report is provided as a service, and is therefore superseded by the original publication in Swedish in the event of any discrepancies.
For further information, please contact:
Chair of the Board,
E-mail: Charette@athanase.se
or
CFO
Mobile: +46 730 86 96 82
E-mail: Philip.Gunnarsson@distit.se
Contact information for DistIT AB’s Certified Advisor:
Phone: +46 8 463 83 00
E-mail: certifiedadviser@penser.se
*****
The Board of Directors
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