Notice of the Annual General Meeting of Formpipe Software AB (publ)
The shareholders of Formpipe Software AB (publ), company reg. no. 556668-6605, (the “Company”) are hereby invited to attend the Annual General Meeting (“AGM”) to be held on Tuesday, 29 April 2025 at 17:00 at the Company’s premises at Sveavägen 168, Stockholm.
The Board has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to § 11 in the Company’s Articles of Associations.Therefore, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy.
Participation by postal voting
Shareholders who wish to participate at the AGM by postal voting must:
- both be registered in the register of shareholders maintained by Euroclear Sweden AB per Thursday, 17 April 2025, and
- notify their intention to participate by submitting their postal vote in accordance with the instructions below, on Wednesday, 23 April 2025 at the latest.
A special form must be used for the postal vote. The form for postal voting is available on the Company’s website www.formpipe.com and can also be sent by mail to shareholders at the request by e-mail to proxy@computershare.se. Submitting of the postal voting form in accordance with the below will be considered as notice of attendance. Completed and signed forms for postal voting shall be sent by mail to Computershare AB, ”Formpipe Software AB’s AGM 2025”, Box 5267, 102 46 Stockholm, Sweden and must be received by Computershare AB on Wednesday 23 April 2025 at the latest. Postal voting form may also be submitted electronically by verification through BankID in accordance with instructions at the Company’s website www.formpipe.com or by sending the completed form for postal voting by e-mail to proxy@computershare.se together with power of attorney and other documentation of authority. Shareholders may not add special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM’s secretariat prior to the opening of the AGM.
Participation in person
Shareholders who wish to participate in the AGM in person must:
- both be registered in the register of shareholders maintained by Euroclear Sweden AB per Thursday, 17 April 2025, and
- notify their intention to participate to the Company, at the address Computershare AB, ”Formpipe Software AB’s AGM 2025”, Box 5267, 102 46 Stockholm, Sweden, by e-mail to proxy@computershare.se (state ”AGM 2025” in the subject line), or by telephone +46 771 246 400, on Wednesday, 23 April 2025 at the latest. When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.
Participation by proxy
Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company’s website, www.formpipe.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation (or submitting their 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 on Thursday, 17 April 2025. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name 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 on Wednesday, 23 April 2025 will be considered when preparing the share register.
Number of shares and voting rights
At the time of issue of this notice, there are a total of 54,258,121 outstanding shares and votes in the Company. The Company does not hold any treasury shares.
Proposed Agenda
The Board’s proposal for the agenda for the AGM:
- Opening of the AGM and election of Chairperson of the AGM
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination whether the AGM has been duly convened
- Report from the chief executive officer
- Presentation of the annual accounts and the consolidated financial statements
- Presentation of the auditor’s report and the auditor’s report on the consolidated financial statements
- Resolution on the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
- Resolution on allocation of the Company’s results according to the adopted balance sheet
- Resolution on discharge from liability for the members of the Board and the chief executive officer
- Determination of the number of Board members and auditors
- Determination of the remuneration for Board members and the auditor
- Election of Board members and the Chairperson of the Board and election of the auditor
- The Board’s proposed resolution on approval of the Remuneration Report
- The Board's proposed resolution on the introduction of a long-term performance-based incentive program 2025 for employees within the group
- The Board’s proposed resolution to authorise the Board to resolve on issues of shares and/or convertibles
- The Board’s proposed resolution to authorise the Board to acquire and dispose of treasury shares
- The Board’s proposed resolution to authorise the Board to re-purchase warrants
- Closing of the AGM
Election of Chairperson of the AGM (item 1)
The Nomination Committee ahead of the AGM 2025, consists of Emil Hjalmarsson (Chairperson of the Nomination Committee) representing Aktiebolag Grenspecialisten, Joshua Braden, representing Mission Trail, Petter Mattsson, representing Alcur and Mathias Nimlin, representing Martin Bjäringer. Annikki Schaeferdiek has, in her capacity as Chairperson of the Board, been co-opted to the Nomination Committee.
The Nomination Committee proposes that the AGM elects the Company’s Chairperson of the Board Annikki Schaeferdiek as Chairperson of the AGM.
The Board’s proposal to resolve on allocation of the Company’s results according to the adopted balance sheet (item 10)
The Board proposes that the AGM resolves that SEK 0.50 per share is to be paid in dividend to the shareholders for the financial year 2024, divided over two payment occasions. The record date for the first payment of SEK 0.25 per share is proposed to be 2 May 2025, and the record day for the second payment of SEK 0.25 per share is proposed to be 3 November 2025. If the AGM resolves in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB three banking days after respective record date.
The Nomination Committee’s proposal regarding election of Board members, Chairperson of the Board, auditor and remuneration (items 12-14)
The Nomination Committee proposes the following:
Item 12 – That the Board shall consist of six (6) members, including the Chairperson of the Board. That the number of auditors shall be one accounting firm without deputies.
Item 13 – That the remuneration is set to SEK 520,000 (unchanged) for the Chairperson of the Board and SEK 220,000 (unchanged) each for the other members of the Board that are elected by the General Meeting who are not employees in the Company. The total remuneration to the Board thus totals SEK 1,620,000 (unchanged). The remuneration includes work in the Audit and Remuneration Committees. Fees for the auditor are proposed to be paid in accordance to invoice.
Item 14 – That the AGM resolves to re-elect Annikki Schaeferdiek, Åsa Landén Ericsson, Martin Bjäringer, Johan Stakeberg and Erik Ivarsson as members of the Board and to elect Jim Bretschneider as a new member of the Board. Peter Gille has declined re-election. As the Chairperson of the Board, it is proposed that the AGM re-elect Annikki Schaeferdiek.
Jim Bretschneider was born in 1965. He holds an Associate degree in Computer science from Esbjerg Business school. Jim has over 30 years of experience of the Microsoft Business Applications ecosystem, with a proven track record in sales and solutions strategy, digital transformation and leadership. He is currently Executive Vice President of Solutions at HSO US, a global Microsoft partner. Previously, Jim has held leadership positions in consulting and advisory roles, including Managing Director at Columbus US and CxO roles. He has also been supporting Fortune 500 companies in their digital transformation journeys. Jim holds 5,000 shares. He is independent in relation to the Company, its management and major shareholders of the Company.
A detailed presentation of all proposed individuals is available on the Company’s website, www.formpipe.com.
That the AGM, in accordance with the Remuneration Committee’s recommendation, resolves to re-elect the auditing firm Öhrlings PricewaterhouseCoopers AB as the auditors of the Company until the end of the AGM held in 2026. Öhrlings PricewaterhouseCoopers AB has announced that it intends to appoint the authorised auditor Erik Bergh as the principal auditor.
The Board’s proposed resolution on approval of the Remuneration Report (item 15)
The Board proposes that the AGM approves the Board’s Remuneration Report for 2024 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act. The Remuneration Report will be posted on the Company’s website, www.formpipe.com.
The Board's proposed resolution on the introduction of a long-term performance-based incentive program 2025 for employees within the group (item 16)
The Board’s proposes that the AGM resolves to implement a long-term performance-based incentive program (“LTI 2025”) in accordance with items (a) and (b) below. Resolutions under items (a) and (b) below are proposed to be conditional upon each other and adopted as one resolution. If the majority requirement for item (b) is not met, the Board proposes that the Company shall be able to enter into a share swap agreement with a third party in accordance with item (c) below and resolutions under items (a) and (c) shall then be conditional upon each other and adopted as one resolution.
Summary and rationale for LTI 2025
The purpose of LTI 2025 is to create conditions for retaining and increasing the motivation of senior executives and other key employees in the Company and its subsidiaries (the "Group"). The Board considers that it is in all shareholders’ interest that such persons, who are deemed important for the Group's development, to have a long-term interest in a positive value development of the share in the Company. The proposed program creates a long-term ownership commitment and focus on results, which is expected to stimulate an increased interest in the business and the development of the results as a whole.
Participation in LTI 2025 is offered to current and future senior executives and other key employees in the Group. The program can include a maximum of 15 employees. The program is proposed to consist of performance shares and entails a requirement of own holding of Formpipe shares through acquisition of new Formpipe shares to the program ("Investment Shares"). For each Investment Share, the participants are granted four (4) performance share rights. After a vesting period of three (3) years, each performance share right will entitle the participant to acquire one share in the Company at a price corresponding to the quota value of the share, provided that the participant has retained his/her employment in the Group during the vesting period, that the participant has retained all acquired Investment Shares during the same period and that certain performance conditions have been met in accordance with what is set out below.
To enable the implementation of LTI 2025 in a cost-efficient manner, the Board also proposes that the general meeting resolves on hedging measures by way of the issue of warrants and transfer of warrants in accordance with item (b) below. In the event that the required majority is not reached for a resolution under item (b), the Board proposes that the Company shall instead be able to enter into a share swap agreement with a third party in accordance with item (c) below.
Following the implementation of LTI 2025, the Board intends to evaluate participation in and the effects of the program in order to decide whether a similar program with similar conditions should be proposed to future Annual General Meetings. However, The Board's intention is to annually propose an incentive program with a corresponding structure.
(a) Implementation of LTI 2025
Participation in LTI 2025
LTI 2025 comprises up to 15 employees consisting of senior executive and other key employees in the Group.
The first category comprises the Company's CEO, the second category comprises a maximum of four employees who constitute the Company's senior executives and the third category comprises a maximum of ten other key employees in the Group.
Personal investment in Investment Shares, grant of performance share rights and vesting period
To participate in LTI 2025, the participant must have a personal shareholding in the Company (Investment Shares) and these shares shall be allocated to LTI 2025. The Investment Shares shall be acquired specifically for LTI 2025. For participation in LTI 2025, the participant is required to allocate a minimum number of Investment Shares as set out in the table below. The number of Investment Shares that participants can allocate under LTI 2025 has been differentiated between employees taking into account, inter alia, position, responsibility and performance within the Group. The participants can allocate the maximum number of Investment Shares as follows:
| Function | Minimum number of Investment Shares per person | Maximum number of Investment Shares per person | Maximum number of Investment Shares per category | Maximum amount (SEK 26 per share) per person, SEK | |
| Category 1 (maximum of 1 person) | CEO | 7,500 | 22,500 | 22,500 | 585,000 |
| Category 2 (maximum of 4 persons) | Senior executives | 2,250 | 7,000 | 28,000 | 182,000 |
| Category 3 (maximum of 10 persons) | Other key employees | 1,000 | 3,500 | 35,000 | 91,000 |
| Total | 33,000 | 85,500 |
If the participant in connection with the application to the program is prevented from acquiring Formpipe shares according to market abuse rules or similar rules, or if the Board makes an assessment that it is reasonable, the acquisition of shares shall take place as soon as possible thereafter but no later than 30 September 2025.
Each Investment Share entitles to four (4) performance share rights. The participant will normally receive performance share rights as soon as practically possible after the AGM 2025 in connection with, or shortly after, an agreement is entered into between the participant and Formpipe on participation in LTI 2025. The Board is entitled to extend the time for allocation of performance share rights if deemed necessary for administrative reasons.
The participants can be allocated a maximum number of performance share rights as follows:
| Function | Minimum number of performance share rights per person | Maximum number of performance share rights per person | Maximum number of performance share rights shares per category | |
| Category 1 (maximum of 1 person) | CEO | 7,500 | 90,000 | 90,000 |
| Category 2 (maximum of 4 persons | Senior executives | 2,250 | 28,000 | 112,000 |
| Category 3 (maximum of 10 persons) | Other key employees | 1,000 | 14,000 | 140,000 |
| Total | 132,000 | 342,000 |
Terms and conditions for the performance share rights
For the performance share rights the following conditions apply:
- The performance share rights are granted free of charge to the participants in LTI 2025.
- The participant is not entitled to transfer, pledge or dispose of the performance share rights or perform any shareholders' rights regarding the performance share rights during the vesting period.
- Allocation of shares based on the performance share rights shall normally take place within two weeks after the announcement of Formpipe's interim report for the first quarter of 2028, whereby the participant, at the Company's discretion, is either offered to (a) acquire one share in the Company at a price corresponding to the quota value of the share, or (b) receive a warrant free of charge that entitles to subscription for one share in the Company at a subscription price corresponding to the quota value of the share. The Board is entitled to extend the time for allocation of shares if deemed necessary for administrative reasons.
- Allocation of shares based on performance share rights is conditional upon that the participant remains employed within the Formpipe Group until the announcement of Formpipe's interim report for the first quarter of 2028, and has not terminated his or her employment, been made redundant or dismissed before that time, and that the participant has not disposed Investment Shares. For shares to be allocated based on the participant's holding of performance share rights, the performance conditions below must also be fulfilled.
- The maximum value that a participant may receive per performance share right is limited to SEK 75, which corresponds to approximately 185 percent of the share price of the Company's share. If the value of the share per performance share right at the date of allocation exceeds this amount, a proportional reduction of the number of shares in the Company that each performance share right entitles to shall be made so that the amount is not exceeded.
- The number of shares that may be allocated to the participants based on the performance share rights shall be recalculated in the event of a share split, rights issue or similar corporate events with the aim that the economic value of a performance share right shall not be affected by such events. The Company will not compensate the participants in the program for dividends paid in respect of the shares to which each performance share right entitles.
Performance conditions
The vesting of the performance share rights is dependent on the extent to which the performance conditions for the Group's organic growth and operating margin (measured as EBITDA-Adjusted, which is the measure used internally for monitoring purposes), are met during the period 1 January 2025 - 31 December 2027 (the "Performance Period"), whereby it is determined to what extent (if any) the performance share rights entitle the participants to receive Formpipe shares at the end of the vesting period.
The Board has determined certain maximum and minimum levels for target fulfilment for the two performance conditions, see further below. The outcome will be measured between the determined minimum level and the determined maximum level and does not have to be linear. If the minimum levels for both performance conditions are met, the participants will vest one (1) performance share right per Investment Share. If the maximum levels of the two performance conditions are met, all four (4) performance share rights will be vested, and each performance share right will entitle the acquisition of one share. If the minimum levels for the two performance conditions are not met, no vesting will take place.
For one (1) performance share to fall out, the Group's average annual organic growth must be at least 5 percent. In addition, the annual average EBITDA-Adj margin must be at least 12.5 percent.
For two (2) performance shares to fall out, the Group's average annual organic growth must be at least 7.5 percent. In addition, the annual average EBITDA-Adj margin must be at least 15 percent.
For three (3) performance shares to fall out, the Group's average annual organic growth must be at least 10 percent. In addition, the annual average EBITDA-Adj margin must be at least 17.5 percent.
For four (4) performance shares to fall out, the Group's average annual organic growth must be at least 12.5 percent. In addition, the annual average EBITDA-Adj margin must be at least 20 percent.
The Group's organic growth shall take into account currency effects and any acquisitions, disposals, etc. The Group's operating margin shall be calculated based on audited full-year figures for each of the financial years 2025-2027 and according to the same definition used by the Board for the financial year 2024. When calculating the extent to which the performance conditions are met, the Board is authorised to make adjustments for structural changes such as acquisitions or disposals as well as for extraordinary events.
Preparation and administration
The Board of Directors shall be responsible for the preparation and administration of LTI 2025, and the detailed terms and conditions that will apply between the Company and the participant in the program, within the scope of the terms and conditions set out herein. In connection therewith, the Board shall be entitled to establish divergent terms and conditions for the program regarding, inter alia, the vesting period and allocation of Formpipe shares in the event of termination of employment during the vesting period as a result of e.g. early retirement. Furthermore, the Board shall be able to authorise participants to allocate Investment Shares in LTI 2025 that are owned through a wholly owned company, pension insurance or endowment insurance.
The Board shall be entitled to make the necessary adjustments to fulfil specific rules or market prerequisites in other jurisdictions. In the event that the distribution of shares cannot be achieved at reasonable cost and with reasonable administrative efforts, the Board may resolve that the participating person may instead be offered cash-based settlement. Formpipe’s Board may also make other adjustments in the event of structural changes such as acquisitions and disposals and other extraordinary events where the terms and conditions set out above do no longer serve the purpose. The Board shall also be authorised to sell shares on behalf of participants in connection with the allocation to cover the tax liability arising for the participant.
If significant changes occur in Formpipe or its business environment, which would mean that the resolved terms and conditions for allocation and the possibility to utilise the performance share rights no longer serve the purpose, the Board shall be entitled to make other adjustments. Before the number of Formpipe shares to be allocated under the performance share rights is finally determined, the Board shall assess whether the outcome of LTI 2025 is reasonable. This assessment is made in relation to Formpipe's financial results and position, conditions on the stock market and otherwise. If the Board in its assessment deems that the outcome is not reasonable, the Board shall reduce the number of shares to be allocated based on the performance share rights.
Hedging arrangements
To ensure delivery of shares under LTI 2025, the Board proposes that the AGM resolves to issue and transfer warrants to the participants and/or third parties in accordance with what is stated under item (b) below, alternatively that the Company shall be able to enter into so-called share swap agreements with third parties in accordance with what is stated under item (c) below to fulfil the obligations under the program. The Board believes that the first alternative, i.e. issue and transfer of warrants to the participants and/or third parties, is the most cost-effective and flexible method for delivery of Formpipe shares.
Dilution
The maximum dilution for existing shareholders as a result of LTI 2025 amounts to approximately 0.63 percent of the total number of shares in the Company. The dilution has been calculated as the number of additional shares in relation to the existing number of shares.
Scope and costs of the program
In accordance with IFRS 2, the performance share rights will be expensed as employee costs over the vesting period, with no impact on the Group's cash flow. If performance share rights are exercised, LTI 2025 will also incur costs in the form of social security contributions. The total costs for social security contributions depend on the participant's employment relationship, how many performance share rights are vested, and the value of the benefit that the participant finally receives, i.e. the value of the performance share rights at exercise in 2028. Social security contributions will be expensed in the income statement during the vesting period.
Based on the assumption that all performance share rights included in LTI 2025 are vested, an assumed share price of SEK 45 when the performance share rights are exercised and an assumed average percentage for social security contributions of 31.42 percent, the total costs for the program, including social security contributions, are estimated to amount to SEK 4.6 million, which corresponds to approximately 1.6 percent of the Group's total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2024. The cash flow effect for the program is estimated to be approximately SEK 4.8 million and will be charged to the Company in 2028 if the program falls out in full.
The preparation of the proposal
The Board of Directors has prepared LTI 2025 in consultation with external advisors.
(b) Issue of warrants and approval to transfer the warrants to participants and/or third parties
To ensure delivery of shares under LTI 2025, the Board proposes that the AGM resolves to issue a maximum of 342,000 warrants of series 2025/2028, whereby the Company's share capital can increase by a maximum of SEK 34,200.
- The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, only accrue to the Company, or a subsidiary designated by the Company.
- Warrants may be transferred, on one or more occasions, to the participants in LTI 2025 or otherwise to a third party to distribute shares to the participants, in accordance with the terms and conditions of LTI 2025.
- The reason for the deviation from the shareholders' preferential rights is to establish and implement LTI 2025.
- The warrants are issued free of charge. Any transfer of warrants to the participants in LTI 2025 or to a third party will be free of charge.
- Subscription of the warrants shall take place within one (1) month from the date of the issue resolution. The Board is entitled to extend the subscription period.
- The warrants shall entitle to subscribe for shares during the period from the date of registration of the warrants with the Swedish Companies Registration Office up to and including 31 December 2028.
- Each warrant shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to the share's quota value (currently SEK 0.10). Recalculation shall be possible in accordance with the complete terms and conditions for the warrants. Any premium shall be added to the free premium fund.
- The newly issued shares shall carry a right to dividends for the first time on the record date that occurs immediately after the share subscription has been executed.
- The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions for the warrants.
- The Board, or the person appointed by the Board, shall be entitled to make such minor adjustments as may be deemed necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
(c) Share swap agreement with third party
If the majority requirement for item (b) above is not met, the Board proposes that the AGM resolves that LTI 2025 shall instead be secured by the Company being able to enter into a share swap agreement with a third party on market terms, where the third party in its own name shall be entitled to acquire and transfer shares in the Company to the participants in LTI 2025.
Majority requirements
The AGM’s resolution in accordance with the Board’s proposal under item (a) above requires a majority of more than half of the votes cast at the AGM. The AGM’s resolution in accordance with the Board’s proposal under item (b) above requires that the resolution is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the AGM. A valid resolution in accordance with the Board’s proposal under item (c) above requires a majority of more than half of the votes cast at the AGM.
Resolutions under items (a) and (b) are proposed to be conditional on each other and adopted as one resolution. If the majority requirement for item (b) is not met, resolutions under items (a) and (c) are proposed to be conditional on each other and adopted as one resolution.
The Board’s proposed resolution to authorise the Board to resolve on issues of shares and/or convertibles (item 17)
The Board proposes that the AGM authorises the Board to, within the limits of the articles of association, until the next AGM, on one or more occasions, resolve to issue new shares and/or convertibles. The Board is proposed to be authorised to resolve on issues to the extent that the Company's share capital may be increased by an amount equal to not more than 10 percent of the registered share capital at the time of the AGM 2025. The purpose of the issues shall be to acquire or finance acquisitions of all or parts of companies or businesses, through issue with or without deviation from the shareholders preferential rights, or through payment in kind or by set-off of claims or on other terms. The issues shall be made at market terms less the discount that may be required to achieve sufficient subscription interest.
The Board or someone the Board appoints is proposed to be entitled to make minor changes to the resolution above that may be required by the registration thereof with the Swedish Companies Registration Office or Euroclear Sweden AB.
For a valid resolution in accordance with the Board’s proposal above, it is required that the proposal is supported by shareholders with at least two thirds of both the votes casted and the shares represented at the AGM.
The Board's proposed resolution to authorise the Board to acquire and dispose of treasury shares (item 18)
The Board proposes that the AGM authorises the Board, for the period until the next AGM, on one or more occasions, to resolve to acquire and/or dispose the Company's shares on the following principal conditions.
Purchases may be made of as many shares that the Company's holding does not exceed 10 percent of all shares of the Company. Purchases shall be made on Nasdaq Stockholm at a price within the current registered price interval being the interval between the highest bid and lowest ask price. Payment shall be made in cash.
Transfer of shares may take place on Nasdaq Stockholm at a price within the current registered price range, and beyond Nasdaq Stockholm, with or without deviation from the shareholders preferential rights and with or without provisions in kind or by set-off rights and other conditions, to be used as full or part payment for acquisition of companies or businesses. Transfer may be made of all or part of the Company's holding of treasury shares at the time of the Board's resolution.
The purpose of the authorisation is to enable the Board to adjust and improve the capital structure of the Company in order to create increased shareholder value and to dispose of shares in connection with financing of any company and business acquisitions by paying all or part of the purchase price with the Company's treasury shares. In the latter case, the Company may for example, when acquiring a company, use the shares held in treasury as payment of the purchase price and thereby creating a greater community of interest between the seller and the Company in its future operations, without diluting the existing shareholders’ holdings.
For a valid resolution in accordance with the Board’s proposal above, it is required that the proposal is supported by shareholders with at least two thirds of both the votes casted and the shares represented at the AGM.
The Board’s proposed resolution to authorise the Board to re-purchase warrants (item 19)
The Board proposes that the AGM authorises the Board, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price (which shall be based on the volume weighted average price of the Company share for a period close to the period for repurchase), up to 50 percent of the total of 93,800 warrants issued as resolved by the AGM 2022 (maximum number of warrants that can be repurchased is thus 46,900). The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the Company for SEK 42.36 per share during the period from and including 12 May 2025 up to and including 23 May 2025.
A repurchase of the warrants as described above shall be conditional upon each individual warrant holder who wish to have warrants repurchased using an equivalent amount of the invested warrants to subscribe for new shares. Oversubscription is thus not possible. Example: If the warrant holder wishes to have 50 percent of warrants held repurchased, the warrant holder must use the remaining 50 percent of his warrants to subscribe for new shares. If the warrant holder wishes to have 25 percent of its warrants repurchased, the warrant holder must use at least 25 percent of the total number of held warrants to subscribe for new shares.
The Board shall be authorised to resolve on the terms of implementation and the administrative measures that may be required to implement this resolution.
The purpose of the repurchase is to limit the dilution of the Company's shares while the warrant holders are offered an opportunity to receive the value of the warrant. Repurchased warrants are to be held in the Company's custody and expire without being transferred.
For a valid resolution in accordance with the Board’s proposal above, it is required that the proposal is supported by shareholders with at least two thirds of both the votes casted and the shares represented at the AGM.
Other
Shareholders may request that the Board and the CEO provides information about conditions that may affect the assessment of an item on the agenda for the AGM, conditions that may affect the assessment of the Company's or its subsidiaries’ financial situation and the Company’s relationship with other group companies. The Board and the CEO shall provide such information at the AGM if it can be done without material injury to the Company.
Accounting documents and audit report, the Board’s remuneration report, the auditor’s opinion on the application of the guidelines for remuneration to senior executives, the Board's complete proposals for resolutions under items above and other documents in accordance with the Companies Act will be made available on the Company's office, address as above, and on the Company website www.formpipe.com at the latest from Tuesday, 8 April 2025. Copies of those documents are also sent free of charge to those shareholders who so request and provide their postal addresses. The documents will also be available and presented at the AGM.
Processing of personal data
For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Formpipe Software AB (publ)
Stockholm in March 2025
The Board
For additional information, contact:
Magnus Svenningson
CEO of Formpipe
magnus.svenningson@formpipe.com
This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.
Formpipe builds valuable relationships between data and people. Driven by our core values, since 2004 we have developed premium software that provides you with the right information, in the right context, at the right time. Every time.
We help over 5,500 clients worldwide to digitize and automate business processes. Together with our customers and partners, we co-create a digital society where people thrive. We have offices in Sweden, Denmark, United Kingdom, Germany, France and USA. Formpipe Software is a publicly listed company on Nasdaq Stockholm.
