24 March 2021

Notice to the Annual General Meeting in Vitec Software Group AB (publ)

The shareholders in Vitec Software Group AB (publ), 556258-4804, are hereby given notice of the Annual General Meeting to be held on Wednesday April 28, 2021.

Due to the coronavirus, the Board of Directors has decided that the Annual General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post. Information on the resolutions passed at the meeting will be disclosed on 28 April 2021, as soon as the outcome of the postal voting has been finally confirmed.

Registration and notification 

Shareholders who wish to participate in the Annual General Meeting by postal voting must

  • Be recorded in the share register kept by Euroclear Sweden AB on Tuesday 20 April 2021, and
  • Give notice of their intention to participate no later than Tuesday 27 April 2021, by casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal voting form is received by Computershare no later than that day. Please note that the notification to the Annual General Meeting can only be made by postal voting.

For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date, Tuesday 20 April 2021. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday, 22 April 2021, will be taken into account in the preparation of the share register.  

Postal Voting

The Board of Directors has decided that shareholders should be able to exercise their voting rights only by 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 associations. A special form must be used for the postal vote. The form for postal voting is available on the company’s website www.vitecsoftware.com. Completed and signed forms for postal voting can be sent by mail to Computershare AB, ”Vitec’s Annual General Meeting”, Box 5267, 102 46 Stockholm, Sweden or by e-mail to info@computershare.se. Completed forms must be received by Computershare no later than 27 April 2021. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the company’s website www.vitecsoftware.com. Such electronic votes must be submitted no later than 27 April 2021. The Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions or conditions can be found on the postal voting form.

Power of attorney

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company’s website www.vitecsoftware.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Shareholders’ right to receive information

The board of Directors and the President and CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to the company no later than ten days prior to the Annual General Meeting, i.e. no later than 19 April 2021, at the address Vitec Software Group AB (publ), Patrik Fransson, Tvistevägen 47 A, 907 29 Umeå, Sweden or by e-mail to agm@vitecsoftware.com. The questions and responses will be made available on the company’s website www.vitecsoftware.com, and the company’s head office Tvistevägen 47 A, 907 29 Umeå, no later than 23 April 2021. The information is also sent to shareholders who request it and state their address.

The company has a total of 33 033 902 shares and 60 483 902 votes. The company does not hold any of the shares.

Agenda

1.         Election of Chairman of the Annual General Meeting

2.         Preparation and approval of the voting list

3.         Approval of the agenda

4.         Election of one or two persons who shall approve the minutes of the meeting

5.         Consideration of whether the meeting has been duly convened

6.         Presentation of annual report and auditor’s report as well as the consolidated financial statement and the auditor’s report for the group

7.         Resolutions regarding the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet

8.         Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet

9.         Resolution regarding discharge from liability of members of the Board of Directors and the CEO

10.       Resolution regarding number of Board members and deputy Board members and auditors

11.       Determination of fees for the members of the Board of Directors and the auditors

12.       Election of members of the Board of Directors and Chairman of the Board of Directors

13.       Election of auditor

14.      Resolution regarding approval of the remuneration report

15.       The Board of Directors’ proposal regarding guidelines for remuneration to senior executives

16.       Proposal regarding composition of nomination committee

17.       The Board of Directors’ proposal on authorization of the Board of Directors to resolve to issue new shares

18.       The Board of Directors’ proposal regarding personnel convertible debenture program 2021

19.      The Board of Directors’ proposal regarding participation program 2021

20.      The Board of Directors’ proposal for resolution to amend the Articles of Association

Election of Chairman of the Annual General Meeting (item 1)

The nomination committee proposes that Olov Sandberg, or the person appointed by the Board of Directors if he has an impediment to attend, is elected Chairman of the Annual General Meeting and that Patrik Fransson, or the person appointed by the Board of Directors if he has an impediment to attend, is elected keeper of the minutes of the Annual General Meeting.

Preparation and approval of the voting list (item 2)

The voting list proposed for approval is the voting list drawn up by the Chairman at the Annual General Meeting on behalf of the company, based on the general meeting’s share register and advance votes received, as verified and recommended by the person approving the minutes.

Approval of the agenda (item 3)

The Board of Directors proposes that the agenda, which is included in this notice to the Annual General Meeting, be approved as the agenda at the Annual General Meeting.

Election of one or two persons who shall approve the minutes of the meeting (item 4)

It is proposed that one person is appointed to approve the minutes. Dick Sundelin, representing Swedish Shareholders' Association, or a person appointed by the Board of Directors if the appointed person has an impediment to attend, is proposed to be elected to approve the minutes of the Annual General Meeting together with the Chairman. The task of approving the minutes of the Annual general Meeting also includes verifying the voting list and that the advanced votes received are correct stated in the minutes of the Annual General Meeting.

Consideration of whether the meeting has been duly convened (item 5)

It is proposed that the general meeting approve the convening of the Annual General Meeting.

Resolution regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet (item 8)

The Board of Directors proposes that the Annual General Meeting resolve on an ordinary dividend for the financial year 2020 of SEK 1,64 per share, to be paid through quarterly installments of SEK 0,41 per share.

The record dates for the quarterly installments is proposed to be 24 June 2021, 27 September 2021, 27 December 2021, and 25 March 2022. With these record dates, quarterly installments are expected to be made on 30 June 2021, 30 September 2021, 30 December 2021, and 30 March 2022.

According to the Swedish Companies Act, a maximum amount in SEK shall be pre-determined to ensure that the dividend distributed does not exceed the available distributable reserve of the company and such a maximum amount has been set to SEK 58 430 805. The total dividend cannot exceed the maximum amount of SEK 58 430 805. Instead, the dividend will be automatically adjusted downwards so that the total dividend corresponds to the maximum amount.

Resolution regarding number of Board members and deputy Board members and auditors (item 10)

The nomination committee proposes that the Board of Directors for the period running up until the end of the next Annual General Meeting shall be composed of six members with no deputy members and that one registered accounting firm is elected as auditor.

Determination of fees for the members of the Board of Directors and the auditor (item 11)

The nomination committee proposes that the total remuneration to the Board of Directors shall amount to SEK 1 650 000 (previously SEK 1 050 000) for the period running until the end of the next Annual General Meeting, whereof SEK 600 000 (previously SEK 350 000) shall constitute remuneration to the Chairman of the Board of Directors and SEK 210 000 (previously SEK 135 000) shall constitute remuneration to each of the other five members of the Board.

The nomination committee proposes that the auditor’s fee for the period running until the end of the next Annual General Meeting shall be paid in accordance with a submitted and approved invoice.

Election of members of the Board of Directors and Chairman of the Board of Directors (item 12)

The nomination committee proposes re-election of the Board members Anna Valtonen, Birgitta Johansson-Hedberg, Jan Friedman, Kaj Sandart and Crister Stjernfelt and election of Lars Stenlund. Lars Stenlund is proposed to be elected as Chairman of the Board.

Election of auditor (item 13)

The nomination committee proposes re-election of PricewaterhouseCoopers AB as auditor for the period running until the end of the next Annual General Meeting. PricewaterhouseCoopers AB has announced that Aleksander Lyckow will be the responsible auditor.

Resolution regarding approval of the remuneration report (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ remuneration report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

The Board of Directors’ proposal regarding remuneration to senior executives (item 15)

The Board of Directors proposes that the Annual General Meeting resolves to adopt the following guidelines for remuneration to senior executives.

Who the guidelines cover and their applicability

These guidelines for remuneration to senior executives cover remuneration to the Board of Directors, the CEO, the deputy CEO and other senior executives. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the Annual General Meeting 2021. Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or local practice, whereby the overall purpose of these guidelines shall be met. These guidelines do not apply to any remuneration decided or approved by the general meeting.

The Board of Directors shall be entitled to temporarily deviate from these guidelines, in whole or in part, if special reasons justify doing so in an individual case and such deviation is necessary, in order to meet the company’s long-term interests and sustainability or to ensure the company’s financial viability. If such a deviation occurs, it must be reported in the remuneration report before the next Annual General Meeting. These guidelines are applicable after the Annual General Meeting 2021. An issue regarding deviation from the guidelines shall be prepared by the remuneration committee and decided by the Board of Directors.

The guidelines’ promotion of the company’s business strategy, long-term interest and sustainability

Vitec is the leading software company within Vertical Market Software in the Nordic region. Vitec develop and deliver standard programs for different niches. Vitec’s business model is based on repetitive revenue and Vitec’s growth is mainly through the acquisition of mature software companies. For more information on the business model, growth strategy and sustainability see www.vitecsoftware.com.

The Board of Directors considers that it is critical for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain a highly competent management with capacity of achieving specified goals. To this end, it is necessary that the company can offer competitive remuneration to motivate senior executives to do their utmost.

Forms of remuneration etcetera

The remuneration and other terms of employment for senior executives shall be based on market terms. The total remuneration may consist of fixed base salary, pension and certain other benefits. The total remuneration consists of a gross remuneration. In addition, the general meeting may – regardless of these guidelines – resolve on share-related or share price-related remuneration. The gross remuneration is disposed of by each individual in accordance with the company’s policies, and should cover the company’s cost for:

  • salary, social security contributions and holiday allowance
  • pension and associated special payroll tax
  • any health or medical insurance
  • other benefits

Cash salary constitute a maximum of 90-95 percent of the total remuneration excluding share-related or share price-related remuneration and pensions and other benefits constitute a maximum of 30-40 percent of the total remuneration excluding share-related or share price-related remuneration.

Variable cash remuneration

Vitec does not offer variable cash remuneration to senior executives.

Share-related or share price-related remuneration

Senior executives can be offered share-related or share price-related remuneration. Incentive programes is intended to improve the participants’ commitment to the company’s development and shall be implemented on market-based terms. Resolutions on incentive programes related to shares and share prices must be passed at the Annual General Meeting and are therefore not covered by these guidelines.

Pension

The agreed retirement age for the CEO is 65 years and there is no agreed retirement age for other senior executives. All pensions benefit for senior executives are based on defined payments. This means that the company pays an individually agreed defined premium for senior executives. The company does not have any other pension obligations.

Notice of termination and severance pay

The notice period may not exceed 6 months upon notice from the company. The fixed base salary during the notice period and the severance pay may not, in total, exceed an amount corresponding to the fixed base salary for 12 months for the CEO and 12 months for other senior executives. The notice period may not exceed 6 months without the right to severance pay, in the event of termination by senior executives.

Remuneration to members of the Board of Directors

In addition to the fees to the members of the Board of Directors resolved upon by the Annual General Meeting, remuneration for assignments for the company performed by a member of the Board of Directors outside the scope of board work may be paid by the company. For the purpose of such assignments, the Board of Directors may, on behalf of the company, enter into an agreement with the relevant member of the Board of Directors regarding the performance of an individual assignment or enter into a framework agreement, whereby the Board of Directors may, on behalf of the company, call off the performance of services under the framework agreement. The member of the Board of Directors that is affected by the matters shall not be present while the Board of Directors addresses matters related to assignments and remuneration and passes resolutions about them. Remuneration for assignments for the company that a member of the Board of Directors perform outside the scope of board work shall be market-based.

Salary and terms of employment for employees

In preparing the Board of Directors’ proposal for these remuneration guidelines, the salaries and terms of employment for the company’s employees have been taken into account. Information about employees’ total remuneration, components of their remuneration, as well as increases in remuneration and increases over time have been obtained and have constituted a part of the remuneration committee’s and the Board of Directors’ decision basis in their evaluation of the fairness of the guidelines and the limitations arising from them.

The resolution process

The Board of Directors shall prepare a proposal for new guidelines when there is a need for significant changes to the guidelines, however at least every four years. The Board of Directors’ proposal is prepared by the remuneration committee. The chairman of the Board of Directors may chair the remuneration committee. Other members of the remuneration committee who are elected by the Annual General Meeting must be independent in relation to the company and the senior executives. If the Board of Directors finds it more expedient, the entire Board can fulfill the tasks of the remuneration committee, provided that members of the Board who is part of the company management does not participate in the work.

The remuneration committee shall, inter alia, monitor and evaluate the application of the guidelines for remuneration to senior executives decided by the Annual General Meeting. When the remuneration committee has prepared the proposal, it is submitted to the Board of Directors for decision. The CEO or other senior executives shall not be present while the Board of Directors addresses issues related to remuneration and passes resolutions about them, insofar as they are affected by the issues.

If the Annual General Meeting resolves not to adopt guidelines when there is a proposal for such, the Board of Directors shall submit a new proposal no later than at the next Annual General Meeting. In such cases, remuneration shall be paid in accordance with the current guidelines or, if no guidelines exist, in accordance with the company’s practice.

External advisors are used in the preparation of these matters when deemed necessary.

Review of the guidelines

A review of the guidelines for remuneration to senior executives has been made prior to the Annual General Meeting 2021 and the review has resulted in certain editorial changes as well as certain minor adjustments. The proposed changes are not expected to entail any significant change in the remuneration paid in accordance with the current guidelines. The company has not received any comments from the shareholders.

Proposal regarding composition of nomination committee (item 16)

The nomination committee proposes that a new nomination committee for the 2022 Annual General Meeting is appointed. The nomination committee shall consist of the Chairman of the Board of Directors and two to three additional members. Based on ownership statistics as of August 31, the Chairman of the Board of Directors shall contact the three largest shareholders and offer them to appoint one member each to the nomination committee. If a shareholder abstain, the right passes to the next largest shareholder. When the members are appointed, the Chairman of the Board of Directors shall call the nomination committee to a meeting.

The member appointed by the largest shareholder shall be Chairman of the nomination committee. If a change takes place in the company’s ownership structure after August 31, but earlier than two months before the Annual General Meeting, and if a new shareholder that is one of the three largest shareholders after this change expresses a wish to be included in the nomination committee, that shareholder shall have the right to either appoint another member or, if the nomination committee so decides, appoint a member to replace the member appointed by the smallest shareholder after the change in ownership. If a member resigns of a member is prevented from fulfilling his or her mandate, the shareholder who has appointed the member shall be asked to appoint a new member. If the shareholder abstain, the right passes to the next largest shareholder. The Board of Directors proposes that no remuneration be paid to the members of the nomination committee, but compensation for costs incurred shall be paid.

The nomination committee proposes that the Annual General Meeting decides that the instruction to the nomination committee shall be in accordance with the separate document that is kept available on the company’s website.

The Board of Directors’ proposal on authorization of the Board of Directors to resolve to issue new shares (item 17)

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, until the next Annual General Meeting, to be able to decide on new issue and/or issuance of convertible debentures with deviation from the shareholders’ preferential right and with or without a provision regarding contribution in kind or whether the shares shall be subscribed for with set-off rights. The authorization shall comprise a maximum of 2 500 000 series B shares, with the current quota value, and may be exercised at one or more occasions within specified limits. Issues within the scope of the authorization are assumed to take place on market terms that are generally applied to similar types of issues.

The reason for the authorization

The reason for the authorization is to finance the acquisition of companies, assets and liabilities, product rights etcetera.

Adjustment authorization

The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.

Majority requirements

A valid resolution under item 17 above requires that shareholders representing not less than two-thirds (2/3) of the votes cast as well as the shares represented at the Annual General Meeting approve the resolution.

The Board of Directors’ proposal regarding personnel convertible debenture program 2021 (item 18)

The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting pass a resolution on the implementation of a personnel convertible debenture program 2021. The proposal is divided into the following items.

A.    Resolution regarding issue of convertible debentures
B.    Other matters related to the personnel convertible debenture program 2021
A.    Resolution regarding issue of convertible debentures

The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting resolves to issue convertible debentures in accordance with the following.
1.    Issue of convertible debentures
1.1    The Board of Directors proposes that the Annual General Meeting resolve that the company raise a convertible loan in a nominal amount not exceeding SEK 80 000 000 through a private placement in respect of not more than 8 000 convertible debentures, entailing an increase in the share capital of not more than SEK 51 282 upon full conversion of the convertible debentures. The resolution shall otherwise be governed by the following terms and conditions.
1.2    The right to subscribe for the convertible debenture shall vest in all employees of the group with derogation from the shareholders’ pre-emption rights. The right to subscribe is conditional upon the person being employed by the group as of 28 April 2021. In the event of oversubscription, the Board of Directors shall be able to prioritize employees who have not previously been offered to participate in similar programs.

1.3    The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which co-workers, by an own investment, becomes owners and participates in and works for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company can keep and recruit qualified and motivated personnel.
1.4    The nominal amount of the convertible debenture shall be SEK 10 000 or multiples thereof. The loan carries an annual interest rate of 0,3 percent in accordance with the complete terms and conditions.
1.5    The subscription price shall be equal to the nominal amount of the convertible debenture.
1.6    Subscription shall be made on the subscription list no later than three weeks from 29 April 2021. Payment shall be made no later than one week after the resolution to award convertible debentures. 
1.7    The Board of Directors shall be entitled to extend both the subscription period and the payment period.
1.8    The convertible debenture may be converted into shares of series B during the period commencing 1 June 2024, up to and including 30 June, 2024. The conversion price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share during the 10 trading days that directly follows after 29 April 2021, however, at least SEK 156.
1.9    In the event that the conversion price exceeds the quota value of the previous shares, the excess amount (share premium) shall be entered under the free share premium reserve in the Company’s balance sheet.

1.10    The convertible debentures that have been converted into shares shall carry a right to participate in dividends for the first time on the next record date for dividends which occurs after the conversion is completed.

1.11     In the event of bankruptcy or liquidation of the company, the convertible debentures will entitle to payment from the company’s assets after the company’s unsubordinated obligations and pari passu with other subordinated obligations, which are not expressly subordinated to this loan.
1.12    Other terms and conditions according to the complete terms and conditions for series 2021:1.

B.    Other matters in relation to the personnel convertible debenture program 2021

Costs 
The participants will acquire the convertible debentures at market value. The financial costs of the personnel convertible debenture program 2021 consists of the interest running on the convertible debenture, which may amount to a maximum of the interest rate multiplied by the maximum issued amount of SEK 80 000 000. At a convertible interest rate of 0,3 percent and assuming full subscription, interest costs are calculated to amount to SEK 240 000 per year. In addition, the personnel convertible debenture program 2021 will entail certain limited costs in the form of fees to external advisers and administration regarding the program.


Effect on important key ratios
The proposed convertible debentures will cause the earnings per share to change in direct opposite proportion to the change in the number of shares conversion results in (the dilution). The dilution of the share capital, based on the number of shares and votes outstanding in the company, will entail a dilution corresponding to approximately 1,6 percent at full conversion. Thus, upon conversion of all convertible debentures, the company’s earnings per share will decrease by approximately 1,5 percent. The above applies, provided that no recalculation occurs in accordance with the complete terms and conditions.  

Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the company, the personnel convertible debenture program 2021 implies, upon conversion of all 8 000 convertible debentures, a full dilution corresponding to approximately 1,6 percent of the total number of shares and approximately 0,8 percent of the total number of votes outstanding in the company. If all outstanding and proposed incentive programs in the company are included in the calculation, the corresponding maximum level of dilution at the time of the Annual General Meeting amounts to approximately 3,8 percent.

Other share-related incentive programs  
Information about Vitec’s current incentive program is available in the annual report for the financial year 2020, page 46, and on the company’s website, www.vitecsoftware.com.

Adjustment authorization 
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.

The background and rationale for the proposal
The Board of Directors wishes to introduce a personnel convertible debenture program to all employees in order to help the company secure and retain the services of such employees. In addition, the personnel convertible debenture program is introduced in order to provide incentives for employees to exert maximum effort for the success of the company and any affiliate and provide means by which the employees may become owners of the company and thereby benefit from the increase in value of the company’s share.

Preparation of the proposal
The basis for the personnel convertible debenture program 2021 has been prepared by the Board of Directors of the company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the Annual General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a participant of the personnel convertible debenture program 2021 has participated in the preparations of the program’s terms.

Majority requirements
The resolution by the Annual General Meeting regarding the implementation of the personnel convertible debenture program 2021 according to item A above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.


The Board of Directors’ proposal regarding participation program 2021 (item 19)

The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting pass a resolution on the implementation of a participation program 2021. The proposal is divided into the following items.

A.    Resolution regarding issue and approval of transfer of warrants, series TO 2021:1
B.    Other matters related to the participation program 2021
A    Resolution regarding issue and approval of transfer of warrants, series TO 2021:1

The Board of Directors of Vitec Software Group AB (publ) proposes that the Annual General Meeting resolves to issue and to transfer warrants in accordance with the following.
1.     Issue of warrants
1.1    The Board of Directors proposes that the Annual General Meeting resolve to carry out a private placement in respect of not more than 450 000 warrants, entailing an increase in the share capital of not more than SEK 45 000 if the private placement is fully taken up. 

The resolution shall otherwise be governed by the following terms and conditions.
1.2    The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the wholly owned subsidiary Vitec AB, (”Subsidiary”), with right and obligation to transfer the warrants to co-workers in accordance with below. No oversubscription is allowed.

1.3    The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive program through which senior executives shall be able to become long-term owners and participate in and work for a positive growth of value of the company’s share for the period that the program covers, and to ensure that the company can keep and recruit qualified and motivated personnel. 
1.4        The warrants shall be issued at no consideration.

1.5    Subscription for the warrants shall take place within one weeks of the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period. 

1.6    Each warrant entitles the holder to subscribe for one new series B share in the company.

1.7    The warrants may be exercised to subscription for new shares during the period commencing on 3 June 2024, up to and including 14 June 2024.

1.8    The subscription price per share shall correspond to 120 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share during the 10 trading days that directly follows 29 April 2021, however, at least SEK 156.
1.9    In the event that the exercise price exceeds the quota value of the previous shares, the excess amount (share premium) shall be entered under the free share premium reserve in the Company’s balance sheet.

1.10    The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends which occurs after subscription is completed.
1.11    Other terms and conditions according to the complete terms and conditions for series TO 2021:1.
2    Approval of transfer of warrants 
2.1    The Board of Directors proposes that the Annual General Meeting approves the Subsidiary’s transfer of warrants in accordance with the following.
2.2    The participation program 2021 is directed towards a maximum of 45 persons in Sweden, Finland, Norway and Denmark. The right to acquire warrants from the Subsidiary shall be vested in members of the group’s management teams and CEO’s of the company’s subsidiaries. The above-mentioned persons may acquire a maximum of 10 000 warrants per person. 
2.3    The warrants shall be transferred on market terms to participants in Sweden at a price which is established based on a calculated market value for the warrants, applying the Black & Scholes valuation model reviewed by an independent valuation institute. 
The preliminary value is calculated to SEK 37 per warrant based on a share price of SEK 400, a subscription price per share of SEK 480, a term of 3 years, a risk free interest rate of 0,1 percent and a volatility of 23 percent.
2.4    Application for acquisition of warrants shall be made no later than 20 May 2021. The board is authorized to extend the application period.
2.5    Payment for allotted warrants shall be made in cash within ten days after application. The board is authorized to extend the payment period.
2.6    Warrants held by the Subsidiary that are not transferred to participants or that is repurchased from participants, may be cancelled through a decision by the Board of Directors, following consent from the Board of Directors of the Subsidiary. The cancellation shall be notified to the Swedish Companies Registration Office. 
2.7    It is proposed that a one-time payment is made to the participants in Sweden who acquire warrants. The intention is that the one-time amount, net after taxes, should correspond to 50 percent of the acquisition price (premium) for the warrants.

2.8    The Swedish participants who choose to acquire warrants shall pay the price specified in item 2.3 and receive a one-time payment in accordance with item 2.7. In order to adjust the terms and conditions for participants from Finland, Norway and Denmark who choose to acquire warrants, and thereby compensate for the difference in the respective countries’ tax legislation, either the price of the warrants shall be adjusted or a one-time payment shall be paid in order to match the terms and conditions applicable to participants in Sweden. The total one-time cost for the company, including one time payments according to item 2.7, has preliminary been calculated to approximately SEK 6 million net, after taking into account premiums paid of approximately SEK 13 million.

   
B. Other matters in relation to the participation program 2021

Costs 
The participants will acquire the warrants at market value. Thus, the warrants will not entail any personnel costs for the company in addition to the one-time bonus payment described under items 2.7 and 2.8 above. However, the participation program 2021 will entail certain limited costs in the form of fees to external advisers and administration regarding the participation program 2021.

Effect on important key ratios 
The company’s earnings per share will not be effected by the issue of warrants as the present value of the warrants’ exercise price exceeds the current market value of the share at the time of the issue of warrants.

Dilution of existing shares and votes 
Based on the number of shares and votes outstanding in the company, the participation program 2021 implies, upon exercise of all 450 000 warrants, a full dilution corresponding to approximately 1,4 percent of the total number of shares and approximately 0,7 percent of the total number of votes outstanding in the company. If all outstanding and proposed incentive programs in the company are included in the calculation, the corresponding maximum level of dilution at the time of the general meeting amounts to approximately 3,8 percent.

Calculation of the market value
The company, makes a calculation of the value of the warrants applying the Black & Scholes valuation model and the calculation is reviewed by the independent valuation institute, PricewaterhouseCoopers AB.

Other share-related incentive programs  
Information about Vitec’s current incentive program is available in the annual report for the financial year 2020, page 46, and on the company’s website, www.vitecsoftware.com.

Adjustment authorization 
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments to the above resolutions that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB respectively.

The background and rationale for the proposal
The Board of Directors wishes to introduce a participation program to certain employees in order to help the company secure and retain the services of such employees. In addition, the participation program is introduced in order to provide incentives for employees to exert maximum effort for the success of the company and any affiliate and provide means by which the employees may become owners of the company and thereby benefit from the increase in value of the company’s share.

Preparation of the proposal
The basis for the participation program 2021 has been prepared by the Board of Directors of the company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the Annual General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a participant of participation program 2021 has participated in the preparations of the program’s terms.

Majority requirements
The resolution by the Annual General Meeting regarding the implementation of the participation program 2021 according to item A above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the general meeting approve the resolution.

The Board of Directors’ proposal for resolution to amend the Articles of Association (item 20)

The Board of Directors proposes that the Annual General Meeting passes a resolution to amend the Articles of Association. According to Chapter 7, Section 4 of the Swedish Companies Act (2005:551) the Board of Directors may collect proxies for the general meeting if it is specified in the Articles of Association. According to Chapter 7, Section 4 a of the Swedish Companies Act it may also be stated in the Articles of Association that the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting.

In order to be able to use the alternatives provided by the Swedish Companies Act to decide on proxy collection and postal voting, the Board of Directors proposes that a new § 11 is included in the Articles of Association, with the wording set out below, and that the Articles of Association be re-numbered so that the current § 11 becomes § 12, § 12 becomes § 13, § 13 becomes § 14, and § 14 becomes § 15:

§ 11 Collection of proxy forms and voting by post

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may decide before a General Meeting that the shareholders shall be able to exercise their voting rights by post before the General Meeting pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).     

***

Documents

Full documents will be made available on www.vitecsoftware.com no later than 7 April 2021. The documents are also sent to shareholders who request it and who provide their postal address. Otherwise, complete proposals can be found under each item in the notice. The annual report and the auditor’s report, the auditors opinion regarding guidelines for remuneration to senior executives and the Board of Directors opinion in accordance with the Swedish Companies Act Chapter 18, Section 4, are available at the company and at www.vitecsoftware.com. The documents are also sent to shareholders who request it and who provide their postal address.

 

Umeå in March 2021

Vitec Software Group AB (publ)

The Board of Directors

 

N.B. This English version of the notice to the Annual General Meeting is an unofficial translation. In case of any discrepancies in relation to the Swedish version of the notice, the Swedish version shall prevail.

For further information, please contact

Patrik Fransson, Investor Relations

patrik.fransson@vitecsoftware.com

+46-76-942859

 

About Vitec
Vitec is market leader for Vertical Market Software in the Nordic region. We develop and deliver standard niche software. Vitec grows through acquisitions of well-managed and well-established software companies. The Group's overall processes together with the employees' in-depth knowledge of the customer's local market enables continuous improvement and innovation. Our 950 employees are based in Denmark, Finland, Norway and Sweden. Vitec is listed on Nasdaq Stockholm and had net sales of SEK 1,313 million in 2020. Find more at www.vitecsoftware.com.

 

The information was submitted for publication on March 24, 2021, at 8:00.