Notice of Annual General Meeting in Pricer AB 2022
Pricer AB (publ) notice of Annual General Meeting 2022.
The shareholders of Pricer AB (the ”Company” or ”Pricer”) are hereby invited to attend the annual general meeting on Wednesday 11 May 2022.
Due to the spread of covid-19, the board of directors has decided that the annual general meeting should be conducted without the physical presence of shareholders, proxies or third parties. Shareholders shall instead only have the opportunity to exercise their voting rights by way of postal voting. However, the shareholders will have the opportunity to ask questions in writing via e-mail prior to the meeting.
Shareholders are welcome to send their possible questions by e-mail at [email protected] in accordance with the instructions under the heading Right to request information. The questions and answers will be published on the Company’s website https://www.pricer.com/about/corporate-governance/annual-general-meeting/ no later than 5 days prior to the meeting.
Information on the decisions made by the annual general meeting will be published on Wednesday 11 May 2022, as soon as the outcome of the postal voting is finally compiled.
NOTICE OF ATTENDANCE
Those wishing to attend the general meeting must:
– be recorded in the share register maintained by Euroclear Sweden AB as of Tuesday 3 May 2022, and
– register their attendance to the meeting by submitting the postal vote so that the postal vote is received no later than on Tuesday 10 May 2022.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday 3 May 2022. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Thursday 5 May 2022 will be taken into account in the presentation of the share register.
The board of directors has decided that the shareholders shall be able to exercise their voting rights only by way of postal voting, in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special posting voting form must be used for postal voting. The postal voting form will be available on the Company’s website as of 13 April 2022, www.pricer.com. The postal voting form is also valid as a notice of attendance to the annual general meeting.
The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid.
Votes received later than on 10 May 2022 will be disregarded.
POWERS 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.pricer.com. The Power of Attorney is valid for one year from the issue date or the longer period of validity stated in the power of attorney, however, a maximum of five years. If the shareholder is a legal person, a registration certificate or other authorization document, not older than one year, which shows the authorized signatory, must be attached to the form.
SHAREHOLDERS RIGHT TO RECEIVE INFORMATION
The board of directors and the 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, circumstances which may affect the assessment of the Company’s or subsidiaries’ financial position and circumstances that may affect the Company’s relation to other companies within the Group. A request for such information shall be made in writing to Pricer AB, Att: annual general meeting, Box 215, 101 24 Stockholm, or by way of e-mail at [email protected] no later than Sunday 1 May 2022.
Information is provided by being kept available at the Company’s website https://www.pricer.com/about/corporate-governance/annual-general-meeting/ and at the address Pricer AB, Västra Järnvägsgatan 7, 111 64 Stockholm, no later than 6 May 2022, and will be sent to the shareholders who so wishes and who has provided their address.
SHARES AND VOTES
As per the day of this notice, the number of shares in the Company totals 110,971,781, of which 225,523 are shares of class A, representing a total of 1,127,615 votes, and 110,746,258 are shares of class B (”class B shares”), representing a total of 110,746,258 votes. As per the day of this notice, the Company holds 648,278 of its own class B shares.
PROCESSING OF PERSONAL DATA
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PROPOSAL FOR AGENDA
1. Opening of the general meeting;
2. Election of chair of the general meeting;
3. Drawing up and approval of the voting list;
4. Approval of the agenda;
5. Election of one or two persons to approve the minutes;
6. Determination of whether the general meeting was duly convened;
7. Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report;
8. Resolutions on
a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
b. appropriation of the Company’s profit or loss according to the adopted balance sheet; and
c. discharge from personal liability for the board members and the CEO;
9. Determination of the number of board members and deputies and auditors and deputy auditors;
10. Determination of fees to the board members and the auditors;
11. Election of the board members as well as chairman of the board and auditors;
12. The nomination committee’s proposal for principles for appointment of the nomination committee before the annual general meeting 2023;
13. Resolution on approval of remuneration report;
14. Resolution on guidelines for remuneration to senior executives;
15. Resolution on long-term incentive programme;
16. Resolution on transfer of own class B shares to participants in LTI 2022;
17. Resolution on authorisation for the board to resolve to issue new shares;
18. Resolution on authorisation for the board to resolve on acquisition and transfer of own shares;
19. Closing of the general meeting.
The nomination committee’s proposals
Items 2, 9-11: Election of chair of the general meeting; determination of the number of board members and deputies and auditors and deputy auditors; determination of fees to the board members and the auditors; and election of the board members as well as chairman of the board and auditors
The nomination committee of the Company proposes that the annual general meeting resolve in accordance with the following:
· Monica Lagercrantz be elected chair of the annual general meeting or, in her absence, the one appointed by the nomination committee instead (item 2).
· The board be composed of six (6) directors and that the Company have one (1) auditor with no deputy (item 9).
· Fees to the directors is proposed to total SEK 2,275,000 (1,950 000), of which SEK 650,000 (650,000) to the chairman of the board and SEK 325,000 (325,000) to each of the other five directors elected by the general meeting who are not employed by the Company. An additional fee of SEK 50,000 (50,000) will be paid to each of the chair and any ordinary member of the audit committee. The nomination committee proposes that remuneration to the auditor be paid in accordance with approved invoices (item 10).
· As ordinary board members, re-election of Knut Faremo, Hans Granberg, Jonas Guldstrand, Göran Sundholm and Jenni Virnes, and new election of Irene Waldemarson. Knut Faremo is proposed to be re-elected as chairman of the board (item 11).
· The registered accounting firm Ernst & Young AB be re-elected as the Company’s auditor, as proposed by the audit committee (item 11).
Irene Waldemarson is 43 years old and has a Master of Business Administration from the Stockholm School of Economics. Irene is the CEO of Martin & Servera Restauranghandel AB and is also a board member of Svenska Retursystem AB and Livsmedelsgrossisterna. Furthermore, Irene has a long-term background through various managerial positions within Axfood. Irene currently holds no shares in Pricer AB.
Item 12: The nomination committee’s proposal for principles for appointment of the nomination committee before the annual general meeting 2023
The nomination committee proposes that the annual general meeting resolve that the nomination committee before the AGM 2023 is appointed mainly in accordance with the following principles.
The chair of the board shall receive a mandate to contact the three largest shareholders in the Company as of the end of the third quarter, and ask them to nominate a representative each who will constitute the nomination committee for the period up until a new nomination committee is appointed according to the mandate from the next annual general meeting. A group of two or more shareholders (shareholder group) who have notified the chair of the board that they wish to participate jointly in the nomination committee’s work will also be considered a shareholder.
If any shareholder or shareholder group waives its right to nominate a representative, the shareholder or shareholder group that is the next largest shareholder of the vote will be offered to nominate a representative. The members of the nomination committee shall be published no later than six months before the annual general meeting.
As soon as a new nomination committee has been appointed in accordance with the above principles, it will replace the previous nomination committee. Shareholders who wish to participate in a shareholder group prior to this process must notify the chair of the board without delay.
If, during the term of the nomination committee, one or more of the shareholders / shareholder groups who have nominated members of the nomination committee is no longer one of the three largest shareholders / shareholder groups in the number of votes, then any member nominated by those shareholders / shareholder groups must make their seats available and the shareholder(s) / shareholder groups which are now one of the three largest shareholders in the number of votes will nominate its representative. If, however, such change occurs later than two months before the annual general meeting or if only marginal changes in the number of votes have taken place, no changes shall take place in the composition of the nomination committee unless there are special reasons.
A shareholder / shareholder group who has nominated a member of the nomination committee is entitled to dismiss such member and nominate new member. Should a member of the nomination committee resign before the committee’s work is completed, the shareholder / shareholder group who nominated the member will be entitled to nominate a replacement. Changes in the composition of the nomination committee shall be made public on the Company’s website without delay.
The nomination committee shall complete the tasks that pertains to it under the Swedish Code of Corporate Governance, which as of the date of this proposal means that it will present the following proposals to the annual general meeting 2023: (a) proposal for board of directors, (b) proposal for auditor, (c) proposal for chairman of the board, (d) proposal for director’s fees to each of the directors and the chair and remuneration for committee work, (e) proposal for remuneration to the auditor, (f) proposal for chairman of the annual general meeting and (g) principles for appointment of the nomination committee.
The board’s proposals
Item 3: Drawing up and approval of the voting list
The voting list that is proposed to be approved under item 3 on the agenda is the voting list prepared on behalf of the Company, based on the share register of the general meeting and received postal votes, and which has been controlled and approved by the persons to approve the minutes.
Item 5: Election of one or two persons to approve the minutes
It is proposed that Petter Mattsson (Alcur Fonder), together with the chairman of the board, adjust the minutes of the annual general meeting, or in his absence, by the person appointed by the board of directors. The adjuster’s assignment also includes controlling the voting list, and to ensure that incoming postal votes are correctly stated in the minutes of the meeting.
Item 8b: appropriation of the Company’s profit or loss according to the adopted balance sheet
The annual general meeting has at its disposal the profit for the year of TSEK 48,977 and other non-restricted equity of TSEK 237,055, totalling TSEK 286,032.
The board proposes that of the net profits at the annual general meeting’s disposal, approximately TSEK 110,323 be paid as dividend and the remainder of approximately TSEK 175,709 carried forward. The board thus proposes a dividend of SEK 1 per share with payment in November 2022. As the record date for the payment the board proposes 3 November 2022, and subject to the resolution by the general meeting in accordance with this proposal, the cash dividend is expected to be distributed by Euroclear Sweden AB on 8 November 2022.
Item 13: Approval of remuneration report
The board of directors proposes that the annual general meeting resolves on the approval of the board of directors remuneration report regarding remunerations pursuant to Chapter 8 Section 53a of the Swedish Companies Act.
Item 14: Proposal for resolution on guidelines for remuneration to senior executives
The board proposes that the annual general meeting resolve to adopt guidelines for remuneration to senior executives mainly in accordance with the following.
These guidelines govern the remuneration for the CEO, also president of the Pricer group, and other members who, for the period during which these guidelines apply, are part of Pricer AB’s (“Pricer” or “Company”) group management. These guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2022. These guidelines do not apply to any remuneration decided or approved by the general meeting, for instance remuneration to the board of directors or share-related incentive programs.
1. The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
Pricer is a global industry leader within the field of digital store communication with solutions that both increase store productivity and enhance the consumer experience. Pricer’s platform is fast, steady, scalable and constantly developed with new functionality. Pricer’s objective is to create an in-store platform enabling faster and better decision making based on the KPI’s most important for the business, using its digital communication platform which consists of both hardware and advanced software as a starting point. To strengthen its market position, the Company works in accordance with a strategy comprising the following focus areas – product- and system development, purchase & logistics, service offering and sustainability.
A successful implementation of Pricer’s business strategy and the safeguarding of the Company’s long-term interests, including its sustainability, requires that the Company is able to recruit and retain qualified employees. The purpose of these guidelines for executives is to offer competitive and market-based compensation, so that competent and skilled employees can be attracted, motivated and retained. These guidelines enable the Company to offer the executive management a competitive total remuneration. For more information regarding the Company’s business strategy, please see the Company’s website www.pricer.com.
Long-term share-related incentive plans have been implemented in the Company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines.
2. Types of remuneration, etc.
The remuneration shall consist of fixed salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration. The total remuneration shall be on market terms and support the shareholder’s interest by enabling the Company to attract and retain executives.
Variable cash remuneration
The variable cash remuneration is based on the turn-out of established financial goals. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may correspond to not more than 50 percent of the annual salary for the CEO and other executives. Variable cash remuneration shall not qualify for pension benefits. The variable cash remuneration shall be linked to predetermined, well-defined and measurable financial objectives for the Company group, such as the development of sales and the operating profit. There may also be individualized measurable financial objectives. Weighting is done relatively between the objectives based on which focus management should have. The objectives shall be formulated in a way that promotes Pricer’s business strategy and long-term interests, including its sustainability, e.g. by being linked to the business strategy or promote the long-term development of the executives at Pricer.
For executives, pension benefits, including health insurance, shall be premium defined. For the CEO and other executives, an amount not exceeding 25 percent of the fixed annual salary is set aside.
Other benefits may include, inter alia, medical insurance and Company cars. Such benefits may amount to not more than ten percent of the fixed annual salary.
Further cash remuneration may be awarded as a one time arrangement in extraordinary circumstances, provided that such extraordinary arrangements are either for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corresponding to the fixed annual salary. Resolutions on such remuneration shall be made by the board of directors.
For executives outside Sweden, who’s employment is governed by rules other than Swedish, terms may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
3. Criteria for awarding variable cash remuneration, etc.
The board of directors, in its capacity of the Company’s remuneration committee, shall prepare, monitor and evaluate matters regarding variable cash remuneration. The purpose with variable cash remuneration is to encourage and award value creating measures that support the Company’s objectives and business strategy. At the end of the measuring period for satisfaction of established objectives for awarding of variable cash remuneration it shall be determined to what extent such objectives have been fulfilled. Evaluations with regards to whether financial objectives have been fulfilled shall be based on finalized financial data for the relevant period. Remuneration for the CEO and other executives are determined by the board of directors in its capacity of remuneration committee.
Variable cash remuneration may be paid after completed measuring period or be subject to postponed payment. The board of directors shall have the right, based on law or agreement, to fully or partially demand repayment of any variable remuneration paid on false grounds.
4. Employment period and termination of employment
Executives shall be employed for an indefinite period of time. The mutual notice period for CEO and other executives shall be six months. Severance pay and fixed salary during the notice period may not exceed an amount equivalent to twelve months fixed salary for the CEO and other executives. No severance pay shall be paid for terminations by the employee.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay for the corresponding period. The remuneration shall be paid during the time the non-compete undertaking applies, however not for more than 24 months following termination of employment.
5. 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 remuneration committee’s and the board of directors’ decision basis when evaluating whether the guidelines and the limitations set out herein are reasonable.
6. The decision-making process to determine, review and implement the guidelines
The board of directors prepare matters regarding remuneration and employment terms for executives and the board of directors in its full capacity is the remuneration committee. The directors of the board are all independent of the Company and its executive management. The tasks also include preparing the board of directors’ proposal for guidelines for executive remuneration. The board of directors shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. These guidelines shall apply until new guidelines have been resolved by the general meeting. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. In the event the board of directors decide to institute a remuneration committee the provisions in these guidelines that regard the board of directors in its capacity of remuneration committee shall apply to such committee.
7. Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.
8. Information on material changes in the guidelines and shareholders’ comments
The proposal for remuneration guidelines submitted to the annual general meeting 2022 does not comprise any significant changes to the Company’s current remuneration guidelines. The board of directors has not received any comments from shareholders.
Item 15: Proposal for resolution on long-term incentive programme
To enable the Company to retain and recruit qualified personnel, the board proposes that the annual general meeting adopts a share ownership programme (”LTI 2022”) for senior executives of the Company mainly in accordance with the following.
Summary of the programme
The board proposes that the annual general meeting adopts a new performance-based, long-term incentive programme, LTI 2022. The programme is proposed to comprise up to 12 persons, including the CEO, other senior executives and key employees of the Pricer group, and entitles the participants to two different employee stock options: matching stock options and performance-based stock options. Provided certain conditions are met during a three-year lock-up period, the matching stock options and the performance-based stock options, allocated in 2022, will entitle to class B shares as follows.
To participate in the programme, the participants must purchase class B shares at market price (”Saving Shares”).
The investment may total up to 14,000 shares for the CEO, 7,000 shares for other senior executives and 3,500 shares for key employees. The investment must be made during the period up until 10 June 2022, or an earlier date as resolved by the board.
In the event that the participant is prevented from investing in Saving Shares for regulatory reasons before the date originally decided by the board of directors, the board of directors has the right to extend the investment period.
For each Saving Share, Pricer will allot one (1) matching stock options and one (1) performance-based stock option.
Matching stock options
Matching stock options entitle, after the expiration of the lock-up period and provided that certain conditions set out below are met, to one (1) Class B Share (”Matching Share”) each.
Performance-based stock options
The number of class B shares that each performance-based stock option entitles to (”Performance Share”) depends on the satisfaction of certain financial targets in the Pricer group (defined as accumulated earnings per share (EPS) during the measurement period from 1 January 2022 up and including 31 December 2024). The levels that have been determined are ”Entry”, ”Target” and ”Stretch”, with a linear increase within each level. Entry is the minimum level that must be exceeded for the performance-based stock options to entitle to allocation of class B shares.
Each level entitles to the following allotment of shares:
· Entry: 0 Performance Shares per performance-based stock option
· Target: 2.0 Performance Shares per performance-based stock option
· Stretch: 5.0 Performance Shares per performance-based stock option
Should the price of the class B share increase by more than 200% during the lock-up period, the number of class B shares which the employee stock options entitle to will be reduced, whereby the maximum value that each participant can receive within LTI 2022 will be limited to a value corresponding to the maximum allocation of class B shares should the share have increased by 200% during the lock-up period.[[]] This cap enables the Company to control and predict the maximum scope and cost of the program.
Other terms for the employee stock options
In addition to the above, the following conditions apply to both matching stock options and performance-based stock options.
· Shares will be allotted after a three-year lock-up period (the ”Lock-up Period”)
· Allotment as well as exercising the employee stock option is, with certain exceptions, subject to the participant remaining employed in the Pricer group, that the employment has not been terminated and that the participant has retained all the Saving Shares during the Lock-up Period
· class B shares are allotted free of charge
· Employee stock options do not entitle to compensation for dividend related to underlying shares
· Employee stock options may not be transferred or pledged
· The number of class B shares that each employee stock option entitle to will be recalculated in case of a possible bonus issue, split, rights issue or any other similar events
Structure, administration, and possibility to adjust the allocation mechanism
The board will be responsible for the final structure and administration of LTI 2022, within the stated terms and guidelines. In connection therewith, the board will be entitled to adjust and make amendments if significant changes occur in the Pricer group or on its market which would result in the terms of LTI 2022 no longer being suitable.
If it is deemed appropriate and it can be done without unreasonable costs or work efforts for the Company, the board of directors has the right to adjust the allocation mechanism in the program. Such adjustments can be made, for example, by settling employee stock options in cash with a total amount corresponding to the tax in Sweden or abroad that the participant must pay due to the allotment in LTI 2022.
Scope of the programme, effects on key figures, dilution and costs
LTI 2022 is expected to comprise no more than 420,000 class B shares based on Stretch level, excluding the senior executives’ private investment, which corresponds to approximately 0.4% of the total number of outstanding shares in Pricer. Granted but not yet exercised right to shares under previous long-term ownership share programs totals approximately 0.7% of the total number of outstanding shares in Pricer. The impact on key ratios of the Company’s incentive programmes is only marginal. Information about other long-term incentive programmes in Pricer may be found in the Company’s annual report 2021, note 4, the Company´s remuneration report, and on the Company’s website, www.pricer.com.
LTI 2022 will be reported in accordance with IFRS 2 – Share-based remuneration. IFRS 2 stipulates that the employee stock options shall be expensed as a personnel cost over the lock-up period. The expected costs for social security charges will be expensed as a personnel cost in the income statement through ongoing provisions during the three-year earnings period. The programme, assuming the Target performance level, is estimated to result in costs of approximately SEK 14.0 million before tax, distributed over the lock-up period 2022-2024, i.e. an average annual cost of approximately SEK 4.67 million per year. At the Stretch performance level, the corresponding cost is estimated at approximately SEK 28.0 million, i.e. average annual costs of approximately SEK 9.33 million. The estimated costs have been calculated as the sum of salary costs, including social security contributions, and administrative costs for the programme. The estimates are based on assumptions of a maximum share price of SEK 50.48 upon exercise of shares based on the employee stock options (which have increased with 200% during the lock-up period), that each participant invest to their individual limits, that social security charges average 30%, and that no personnel turnover takes place among the participants in LTI 2022.
LTI 2022 entails a financial exposure for the Company resulting from changes in the Pricer share price and expected allotment of Matching Shares and Performance Shares. To implement LTI 2022 in a cost-effective and flexible manner, the board has considered various methods to enable the transfer of shares within LTI 2022, such as transfers of own shares held by the Company at the time of this notice or further purchases of own shares. The intention is not to issue new shares as a result of LTI 2022. To hedge LTI 2022, the board thus proposes under item 16 that the annual general meeting decide on transfer of the Company’s own class B shares.
The purpose of LTI 2022 is to influence and reward long-term performance, align the interests to of those of the shareholders and management, retain and recruit qualified personnel and provide variable remuneration instead of fixed salary. The board thus believes that the adoption of LTI 2022 will have a positive effect on the Pricer Group’s continued development and that it is therefore beneficial for both the Company and its shareholders.
Preparation of the programme
The incentive programme has been prepared by the board and was discussed at board meetings in 2022 after which the board resolved that the programme be proposed at the annual general meeting.
A resolution in accordance with the proposal requires that it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Item 16: Proposal for resolution on transfer of own class B shares to participants in LTI 2022
The board proposes that the annual general meeting resolve on transfer of own class B shares mainly in accordance with the following.
1. Up to 420,000 class B shares may be transferred.
2. The participants in LTI 2022 are, with deviation from the shareholders’ preferential rights, entitled to acquire the shares, with a right for each of the participants to acquire no more than the maximum number of shares allowed under the terms and conditions of LTI 2022.
3. The participants’ right to acquire shares is conditional upon the fulfilment of all of the conditions of LTI 2022.
4. The shares must be transferred within the time period set out in the terms and conditions of LTI 2022.
5. The shares are transferred free of charge.
6. The number of shares that may be transferred to the participants in LTI 2022 may be recalculated due to bonus issue, share split, rights issue and similar events.
The reason for the proposed transfer and for the deviation from the shareholders’ preferential rights is to enable delivery of shares under LTI 2022.
The board proposes that a resolution under this proposal be subject to the general meeting having resolved to pass the board’s proposal on LTI 2022 under item 15 on the agenda.
A resolution in accordance with the proposal in transfer of own class B shares to participants in LTI 2022 will not be valid unless supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Item 17: Proposal for resolution on authorisation for the board to resolve to issue new shares
The board proposes that the annual general meeting authorise the board, on one or more occasions before the next annual general meeting, with disapplication of the shareholders’ preferential rights, to resolve to issue new shares of Class B at a number that does not exceed 10 percent of the total number of outstanding shares of Class B in the Company at the time of notice of the annual general meeting. New shares must be paid for with non-cash consideration or by set-off. The purpose of the authorisation is to give the board flexibility in its work to ensure that the Company may secure funding for company-or business acquisitions.
The CEO shall have the right to make the adjustments in the decision on authorization that may prove necessary in connection with registration with the Swedish Companies Registration Office.
A resolution in accordance with the proposal requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Item 18: Proposal for resolution on authorisation for the board to resolve on acquisition and transfer of own shares
The board proposes that the annual general meeting authorise the board to, on one or several occasions during the period up until the annual general meeting 2023, resolve on acquisition of class B shares mainly in accordance with the following:
1. Acquisition of own shares must be made on Nasdaq Stockholm.
2. Own shares may be acquired to the extent the Company’s holdings of own shares in total amounts to no more than one tenth of all shares of Class B in the Company.
3. Purchase orders may only be made within the stock market price interval registered at any time on Nasdaq Stockholm, such interval being the interval between the highest purchase price and the lowest sales price.
The purpose of the proposed authorisation is to create flexibility in the Company’s ability to distribute profits to the shareholders, to act as a tool for the board to optimise the Company’s capital structure if it is judged to be the best option for using the Company’s cash, to secure the Company’s obligations under its incentive programmes (including costs for social security charges) and to continuously adjust the number of shares held to secure obligations within the framework of the Company’s incentive program.
The board further proposes that the annual general meeting resolve to authorise the board to, on one or several occasions during the period up until the annual general meeting 2023, resolve on transfers of own shares mainly in accordance with the following:
1. Transfer of own shares may be made on Nasdaq Stockholm.
2. Transfer may also be made otherwise, with or without deviation from the shareholders’ preferential rights, against payment in cash, set-off, non-cash consideration or otherwise on specific terms.
3. The maximum number of shares that may be transferred is the total number of own shares held by the Company at the time of the board’s resolution to transfer the shares.
4. Transfer of own shares on Nasdaq Stockholm shall be made at a price within the stock market price interval registered at any given time, such interval being the interval between the highest purchase price and the lowest sales price.
5. transfer of own shares in another manner than at Nasdaq Stockholm shall be made at a minimum price that shall be determined in close connection with the shares’ quoted price at the time of the board’s resolution to transfer the shares.
The authorisation is intended to be used in company or business acquisitions or for the purposes of covering costs related to the Company’s incentive programs.
The board of directors statement pursuant to Chapter 19 Section 22 of the Swedish Companies Act will be held available together with the proposal.
A resolution in accordance with the proposal requires that it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Complete proposals and statements under the Swedish Companies Act, including the auditor’s statement, as well as accounting documents and audit report for 2021, will be available at the Company’s offices on Västra Järnvägsgatan 7, 111 64 Stockholm and on the Company’s website, www.pricer.com, no later than three weeks before the general meeting. Copies of the documents will be sent to those shareholders who so requests and state their postal address.
Stockholm in April 2022
Pricer AB (publ)
The board of directors
For further information, please contact:
Magnus Larsson, Acting CEO, +46 704 316851
Susanna Zethelius, CFO, +46 704 440 092
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
Pricer is a leading global technology company serving the rapidly growing smart retail market with in-store digital solutions that enhance both store performance and the shopping experience. Through electronic shelf labels, advanced technology, such as optical wireless communication and AI, and continuous innovation, Pricer offers the foundation for in-store communication and efficiency. The industry-leading Pricer platform delivers benefits from 30 years of deployment experience and is fast, robust, interconnectable and scalable. Pricer was founded in Sweden in 1991 and is listed on Nasdaq Stockholm. For further information, please visit www.pricer.com
 Calculated in relation to the class B share’s volume-weighted average price during February 2022.
2022-04-08_Notification to AGM 2022_ENG