Corporate Governance

General Meeting

The Annual General Meeting is the highest decision-making body in which shareholders exercise their voting rights. The Annual General Meeting resolves on the annual report, divi- dends, appointments to the Board of Directors, election of audi- tor, compensation to the Board of Directors and remuneration to the auditor, as well as other issues in accordance with the Swedish Companies Act and the Articles of Association. Further information about the Annual General Meeting and minutes from the meetings are available on the Company’s website. The Company does not apply any special arrangement in relation to the functions of the General Meeting due to any article in the Articles of Association, or as far as the Company is aware of, any shareholders’ agreement.

Information about the 2021 Annual General Meeting is available on the Company’s website:

www.add.life/en/investors/corporate-governance/general-meeting/

Right to participate at the General Meeting and shareholders’ right of initiative

Shareholders registered in the share register maintained by Euro- clear five days before the General Meeting and who, by the date specified in the Notice of the General Meeting, have informed the Company of their intention to attend, are eligible to partici- pate in the General Meeting and to vote for the number of shares held. Shareholders may attend the Meeting in person or by proxy, and may be accompanied by a maximum of two assis- tants. Shareholders’ assistants may accompany them at a General Meeting if the shareholders provide notification thereof in accordance with the procedure for shareholder registration. 

In addition to notifying AddLife, shareholders whose shares are nominee registered at a bank or other nominee must request that their shares be temporarily registered under their own names in the share register maintained by Euroclear to be eligible to participate in the Meeting. Shareholders should inform their nominees in good time before the record date. Shareholders seeking to have a matter addressed at a General Meeting must submit a written request to the Board. The request must normally be received by the Board no later than one week before the earliest point at which the notice of the Meeting may be issued under the Companies Act. Every shareholder that submits a request within the required time has the right to have the issue brought before the General Meeting.

Annual General Meeting 2021

AddLife’s Annual General Meeting was held on Thursday, 5th of May 2021 in Stockholm. In all, 110 shareholders were present at the meeting, in person or by proxy, representing 65.21 percent of the votes and 56.15 percent of capital. Chairman of the Board Johan Sjö was elected to serve as chairman of the AGM. The meeting was conducted in accordance with sections 20 and 22 of the Act (2020: 198) on temporary exemptions to facilitate the conduct of general and association meetings, meaning that shareholders may exercise their voting rights at the meeting only by postal voting.

The Annual General Meeting 2021 resolved:

• To adopt the financial statements for 2020
• A dividend of SEK 1.50 per share, irrespectively of class of shares, was declared.
• To carry forward the available funds
• To discharge the Board of Directors and Chief Executive Officer from liability for the past financial year
• To re-elect board members Johan Sjö, Håkan Roos, Birgit Stattin Norinder, Eva Nilsagård and Stefan Hedelius
• To elect Eva Elmstedt as member of the Board
• To re-elect Johan Sjö to serve as chairman of the Board
• To elect the audit firm KPMG AB to serve as auditor
   
• To implement a long-term incentive scheme under which the participants will have the opportunity to acquire call options at market prices for shares repurchased by AddLife AB
• To authorise the Board of Directors to acquire, prior to the next AGM, a maximum number of Class B shares so that the Company’s own holdings of shares in AddLife does not exceed 10 percent of all shares in the Company at any time
• To authorise the Board of Directors to resolve on a new issue of up to 10 percent of the number of Class B shares for use as payment in acquisitions

The AGM’s other resolutions are presented in the complete minutes from the AGM, which together with other information about the 2021 AGM can be found at www.add.life/en/investors/corporate-governance/general-meeting/

Extra Annual General Meeting 2020

On Thursday, November 19, 2020, an Extra General Meeting was held in Stockholm. At the meeting, 76 shareholders were represented, in person by proxy or by postal ballot. These represented 60.81 percent of the votes and 49.57 percent of the capital. Johan Sjö, Chairman of the Board, was elected Chairman of the Meeting.

The Extra Annual General Meeting 2020 resolved:

• To distribute SEK 0.50 per share to shareholders, regardless of class of shares