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2020-10-20

AddLife: Notice to attend the Extraordinary General Meeting 2020 of Addlife AB (publ)

In light of the general uncertainty surrounding COVID-19 and the measures introduced to reduce the spread of infection, the Annual General Meeting on 7 May 2020 resolved, in accordance with the board of directors' amended proposal, that no dividend would be paid to the shareholders. The board of directors instead saw an opportunity to convene an Extraordinary General Meeting later in the year to resolve on distribution of dividend for the financial year 2019, depending on the development of COVID-19 in relation to the Company's business. In recent months the uncertainty has decreased, although there is still reason to be restrained. The board of directors has therefore resolved to propose a dividend of SEK 0.50 per share.

NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the EGM must:

  • be entered in the shareholders' register kept on behalf of the Company by Euroclear Sweden AB, as of Wednesday 11 November 2020,
  • notify the Company's head office at AddLife AB (publ), Box 3145, SE-103 62 Stockholm, Sweden, or by telephone +46 (0)8 420 038 30, by e-mail to info@add.life,or via the Company's website, www.add.life/en/investors/corporate-governance/general-meeting/, no later than on Friday 13 November 2020. Such notice must contain the shareholder's name, personal identification number (registration number), address, telephone number, the number of shares as well as any attending counsel, maximum two.

Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company's handling of personal data, please refer to our privacy policy: https://www.add.life/en/about-addlife/personuppgifter-och-cookies/.

Shareholders whose shares are registered under a trustee must temporarily register their shares in their own name in order to exercise their voting rights at the EGM. Such changes in registration must be completed as of Friday 13 November 2020, in order for due registration to take place.

PROXIES
Where participation will be by a proxy through virtue of power of attorney, the shareholder shall issue a written power of attorney which shall be dated and signed and attach any documents verifying authority. Proxies for legal entities must also be accompanied by a certified copy of a registration certificate or equivalent document verifying authority. A copy of the power of attorney and any registration certificate should, well in advance before the meeting, be sent to the Company at the above address. The original version of the power of attorney shall also be presented at the meeting.

Shareholders who do not wish to attend the meeting in person can issue a power of attorney to a proxy to exercise their voting rights. The power of attorney could be given to the Chairman of the EGM, for example, or another individual the shareholder knows will attend the EGM. If the power of attorney is issued to the Chairman of the meeting, the power of attorney must include voting instructions, so the Chairman of the meeting knows how to vote on the various decision points. If the power of attorney does not include voting instructions, the Chairman will not be able to represent the shareholder at the meeting. The power of attorney should include voting instructions even in other cases. Copies of relevant authorisation documents must also be combined with the power of attorney as described in the notice to the EGM.

The Company provides proxy form and blank voting instruction forms to the shareholders, which will be available at the Company's head office or on the Company's website www.add.life/en/investors/corporate-governance/generalmeeting/ (https://www.add.life/en/investors/corporate-governance/general-meeting/) no later than on Thursday 29 October 2020.

EXERCISE OF VOTING RIGHTS BY MAIL
The board of directors of AddLife has decided that shareholders of AddLife at the EGM on 19 November 2020 shall be able to exercise their voting rights by mail and e-mail in accordance with Section 3 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders who wish to exercise their voting rights by mail must submit the postal voting form to AddLife in accordance with the instructions given on the form.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of chairman at the meeting
3. Preparation and approval of voting list
4. Approval of the board of directors' proposed agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Resolution regarding distribution of divided
8. Closing of the meeting

RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
2. Election of chairman at the meeting

The chairman of the board of directors, Johan Sjö, is proposed as chairman of the meeting.

7. Resolution regarding distribution of divided

Background
In the light of the general uncertainty and the measures introduced to reduce the spread of COVID-19, the board of directors resolved on 6 April 2020, for precautionary reasons, to withdraw its proposed dividend of SEK 0.80 per share (SEK 2.40 per share before share split 1:4). Instead, the board of directors saw an opportunity to convene an Extraordinary General Meeting later in the year to resolve on distribution of dividend for the financial year 2019. At the Annual General Meeting on 7 May 2020 it was resolved in accordance with the board of directors' proposal that no dividend would be paid to the shareholders.

In recent months, uncertainty has decreased and AddLife has had high activity with very high demand from healthcare in many of its group companies. The group has further strengthened its financial position and liquidity.

Proposal
In the light of above, the board of directors proposes that the meeting resolves on a distribution of dividend of SEK 0.50 per share, irrespectively of share class. The class B shares held by the Company are excluded from distribution of dividend. Accordingly, a dividend of a total of SEK 56,146,291 is proposed.

As record day for receipt of dividend the board of directors proposes Monday, 23 November 2020. If the meeting resolves in accordance with the proposal, the dividend is estimated to be paid out through the agency of Euroclear Sweden on Thursday, 26 November 2020.

As of 31 December 2019, unrestricted shareholders' equity amounted to SEK 1,093,820,804. The board of directors has subsequently resolved to utilize the authorisation resolved by the Annual General Meeting 2019 to acquire a maximum of 10 percent of all shares in the Company on one or more occasions. Repurchase of 125,000 shares of class B, corresponding to SEK 31 million, was executed on 19 March 2020. Thereafter, the Annual General Meeting 2020 resolved in accordance with the board of directors' proposal on a division of shares (share split 1:4). As of 21 October 2020, the number of shares of class B held by the Company amounts to 2,256,110. There is also an authorization from the Annual General Meeting 2020 for repurchase of own shares corresponding to a maximum of 10 percent of all shares in the Company, which has not been exercised as of today. To the extent that repurchases of own class B shares are executed, this will further reduce the amount available according to Chapter 17 Section 3 of the Swedish Companies Act.

As of 20 October 2020, the amount available according to Chapter 17 Section 3 of the Swedish Companies Act is SEK 1,102,554,337.

SHARES AND VOTES
The Company has issued a total of 114,498,292 shares, of which 4,625,216 are class A shares and 109,873,076 are class B shares whereof the Company holds 2,205,710. The total number of votes, after subtraction of the shares held by the Company, are 112,292,582. This information relates to the situation at the time of issuing this notice.

SHAREHOLDERS' REQUEST FOR INFORMATION
Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act, the board of directors and the President/CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information at the meeting regarding circumstances which may affect the assessment of a matter on the agenda or the Company's relation to other group companies.

DOCUMENTATION
The financial accounts and auditors report for the financial year 2019, the board of directors' complete proposal for distribution of dividend, the board of directors' statement pursuant to Chapter 18 Section 4 of the Swedish Companies Act, the board of directors' report pursuant to Chapter 18 Section 6 of the Swedish Companies Act and the auditors statement pursuant to Chapter 18 Section 6 of the Swedish Companies Act will be available at the Company no later than on Thursday 29 October 2020 and will be sent to those shareholders who so request and provide their postal address. These documents will also be made available on the Company's website from the same time.

Stockholm, October 2020
The board of directors
AddLife AB (publ)

AddLife AB, Box 3145, SE-103 62 Stockholm, Sweden, Phone +46 (0)8- 420 038 30 , www.add.life, info@add.life

AddLife is an independent player in the Life Science industry that offers high-quality products, services and advice to both the private and public sectors, mainly in the Nordic region and the rest of Europe.  AddLife has about 1,000 employees in some 50 subsidiaries,. The Group currently has net sales of approximately SEK 4.5 billion. AddLife shares are listed on the NASDAQ Stockholm.

The information in this press release is of the nature that AddLife AB (publ) is obliged to make public pursuant to Nasdaq Stockholm rulebook for issuers. The information was submitted for publication, through the agency of the contact persons set out above, on 20 October 2020 at 8.15 p.m. (CET).

Författare AddLife

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