Notice to attend the Annual General Meeting of Addtech AB (publ)


The shareholders of Addtech AB (publ), reg. no. 556302-9726, are hereby given
notice to attend the Annual General Meeting to be held at 4:00 p.m. CET,
Wednesday, 31 August 2016, at IVA:s Konferenscenter, Grev Turegatan 16,
Stockholm. Registration for the meeting commences at 3:30 p.m. CET.

 NOTICE OF PARTICIPATION

Shareholders who wish to attend in the proceedings of the Annual General Meeting
must:

  · be entered in the shareholders’ register kept on behalf of the company by
Euroclear Sweden AB, as of Thursday, 25 August 2016; and
  · notify the Company’s head office at Addtech AB (publ), Box 5112, SE-102 43
Stockholm, Sweden or by telephone +46 (0)8-470 49 00, or by fax +46 (0)8-470 49
01, or via the Company’s website www.addtech.se/investors or via e-mail to
info@addtech.com no later than by 3:00 p.m., Thursday, 25 August 2016. The
notification must contain the shareholder’s name, social security number
(registration number), address, telephone number and the number of shares
represented as well as any attending counsel, maximum two.

Personal data obtained from the share register kept by Euroclear Sweden AB, the
notification and attendance at the meeting and information on representatives,
proxies and assistants will be used for registration, preparation of the voting
list for the Annual General Meeting and, if appropriate, the minutes of the
meeting.

Shareholders whose shares are registered under a trustee must temporarily
register their shares in their own name in order to exercise their voting rights
at the Annual General Meeting. Such registration must be completed as of
Thursday, 25 August 2016, in order for due registration to take place.

If participation will be by proxy, the shareholder shall issue a written, signed
and dated proxy together with any documents verifying authority. Proxies for
legal entities must also be accompanied by a certificate of incorporation or
equivalent document verifying authority. A copy of the proxy and any certificate
of incorporation should, in advance, before the meeting be sent to the Company
at the above address. The original proxy shall also be presented at the meeting.
The Company provides the shareholders with proxy forms, which can be obtained at
the Company’s head office or on the Company’s website www.addtech.se/en latest
on 10 August 2016.

PROPOSED AGENDA

 1.
Opening of the Meeting.

 2.
Election of Chairman to preside over the Meeting.

 3.
Preparation and approval of Electoral Register.

 4.
Approval of the agenda.

 5.
Election of one or two persons to approve the Minutes.

 6.
Determination of whether the Meeting has been properly convened.

 7.
Presentation of the Annual report and the Audit Report and the Consolidated
Financial Statements and the Consolidated Audit Report.

 8.
Presentation by the CEO.

 9.
Resolutions
a. regarding adoption of the Income Statement and the Balance Sheet and the
Consolidated Income Statement and the Consolidated Balance Sheet,
b. regarding allocation of the Company’s profit in accordance with the duly
adopted Balance Sheet, and
c. regarding discharge from liability for the members of the Board of Directors
and the CEO.

10.
Report on the work of the Nomination Committee.

11.
Determination of the number of Board members.

12.
Resolution of fees for the Board of Directors and the Auditor.

13.
Election of Board members and Chairman of the Board of Directors.

14.
Election of Auditor.

15.
Resolution regarding guidelines for remuneration of members of senior
management.

16.
Resolution regarding issuing call options for repurchased shares and the
transfer of repurchased shares to management personnel (the “2016 Share-Related
Incentive Scheme”).

17.
Resolution regarding authorisation for the Board of Directors to decide on the
purchase and conveyance of own shares.

18.
Closing of the Meeting.

THE NOMINATION COMMITEES PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-14
ON THE AGENDA

It was resolved at the Annual General Meeting 2012 that the principles of
appointing the Nomination Committee shall be in force until further notice. In
accordance with these principles, the Chairman of the Board has contacted the
Company´s five largest directley registered shareholders in terms of votes as of
31 December, 2015 and asked them to appoint members together with the Chariman
to constitute the Nomination Committee for the Annual General Meeting 2016.

The Nomination Committee consists of Anders Börjesson (Chairman of the board),
Tom Hedelius, Åsa Nisell (appointed by Swedbank Robur fonder), Martin Wallin
(appointed by Lannebo fonder) and Johan Strandberg (appointed by SEB Investment
Management). Anders Börjesson is the Chairman of the Nomination Committe. The
Nomination Committee, whose members represent 50.3 percent of the votes in the
Company, has announced the following proposals:

2.            Election of the Chairman to preside over the Meeting

The Chairman of the Board, Anders Börjesson, is proposed as Chairman to preside
over the Meeting.

11.          Determination of the number of Board members

The Nomination Committee proposes that the Board of Directors shall consist of
seven Board members.

12.          Determination of fees for the Board of Directors and the Auditor

The fee for each Board member shall be unchanged from the previous year. The
fees are as follows: SEK 500,000 to the Chairman of the Board, SEK 380,000 for
the Vice Chairman of the Board and SEK 250,000 to each of the other Board member
appointed by the Annual General Meeting who are not employed by the Company.
Total fees amount to SEK 1,880,000.

No fee is paid for committee work. Based upon individual agreement with Addtech
AB, a Board fee may be invoiced by a company or private business wholly owned by
the director. If this is done, the fee shall be increased by an amount
corresponding to the social security charges and value-added tax.

Audit fees will be paid according to approved invoice.

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

Re-election of the Board members Anders Börjesson, Eva Elmstedt, Tom Hedelius,
Ulf Mattsson, Malin Nordesjö and Johan Sjö. New election of Kenth Eriksson.

Anders Börjesson is proposed to be re-elected as Chairman of the Board.

Further information about the proposed directors is available on
www.addtech.se (http://www.addtech.se/).

14.          Election of Auditor

The Nomination Committee proposes that the Annual General Meeting shall elect
the auditing company KPMG AB. KPMG AB has notified that the authorized auditor
George Pettersson will be appointed as Auditor in charge.

PROPOSAL BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9b
AND 15-17

9b.         Resolution with respect to disposition of the Company’s profit
according to the adopted Balance Sheet.

The Board of Directors proposes that the funds available for distribution are
allocated as follows: MSEK 218 (216) is distributed to shareholders and that the
remaining part of the Company´s earnings, MSEK 549 (689), is to be carried
forward.

This means that the Board of Directors proposes to the shareholders, that a
dividend of SEK 3.25 (3.25) per share and that Wednesday, 31 August 2016 shall
be the record date for the dividend.

If the Annual General Meeting approves the proposal, the dividend is calculated
to be distributed by Euroclear Sweden AB on Wednesday, 7 September 2016 to those
who on the record date are registered in the share register.

15.          Resolution regarding guidelines for remuneration to members of
senior management

The Board of Directors proposes that the Annual General Meeting passes a
resolution on guidelines for remuneration to members of senior management with
the following principal terms:

The guidelines shall apply for remuneration to the CEO and the other members of
Addtechs’s Group management (the “Group Management”).

Addtech strives to offer total remuneration which is reasonable and competitive,
and which thereby serves to attract and retain qualified employees. The total
remuneration, which varies in relation to the individual´s and the Group´s
performance, may consist of the components set out below.

Fixed salary shall constitute the basis for the total remuneration. The salary
shall be competitive and reflect the responsibilities of the position. The fixed
salary shall be reviewed annually.

Variable salary is primarily based on the Group’s earnings growth, profitability
and cash flow. The annual variable portion may be for a maximum of 40 percent of
the fixed salary.

The Board of Directors will evaluate on an annual basis whether a long-term
incentive scheme shall be proposed to the Annual General Meeting or not, and if
so, whether the proposed long-term incentive scheme shall include transfer of
shares in the Company.

Retirement pension, health care benefits and medical benefits shall be designed
in such a way as to reflect rules, regulations and established practice on the
market. Pension plans shall be premium-based to the greatest extent possible.

Other benefits may be provided to individual members or the entire Group
Management and designed in relation to established practice on the market. These
benefits shall not constitute a significant portion of total remuneration.

Members of Group Management are obliged to comply with a 6-month period of
notice in the event of termination at the initiative of the employee and shall
have a right to a maximum of a 12-month period of notice in the event of
termination at the initiative of the Company. Upon termination by the Company,
members of the Group Management shall have the right to a severance payment
equivalent to a maximum of 12 months’ salary, in addition to salary and other
employment benefits during the period of notice. No severance payment shall be
payable in the event of termination at the initiative of the employee.

The Board of Directors shall have the right, in individual cases and where
special reasons exist to deviate from the above mentioned guidelines for
remuneration. In the event of any such deviation, information about this and the
reasons for the deviation shall be presented in the proposal regarding
guidelines for remuneration to members of senior management at the next Annual
General Meeting.

The Remuneration Committee appointed by the Board of Directors prepares and
submits proposals to the Board of Directors regarding remuneration to the CEO.
Based on proposals by the CEO, the Remuneration Committee sets the remuneration
to the other members of the Group Management. The Board of Directors is informed
of the decisions of the Remuneration Committee.

The above guidelines are a full statement to the proposal for a decision at the
Annual General Meeting.

16.          Resolution regarding issuing call options for repurchased shares
and the transfer of repurchased shares to management personnel (the “2016 Share
-Related Incentive Scheme”)

The Board of Directors proposes that the Annual General Meeting should pass a
resolution to adopt a long-term incentive scheme, the 2016 Share-Related
Incentive Scheme (the “Scheme”). The Scheme is proposed to include approximately
20 members of management personnel within the Addtech Group in which the
participants are being given the opportunity to acquire, at market price, call
options relating to class B shares in Addtech AB (publ) (the “Company”)
repurchased by the Company, with the participants receiving a certain subsidy on
premiums paid for the options after two years.

The proposal of the Board of Directors also means that the Annual General
Meeting approves that the Company transfer – with deviation from the
shareholders’ preferential rights – up to 300,000 of the Company’s repurchased
class B shares to the option holders at the agreed exercise price in connection
with any exercise of the call options (subject to any recalculations). The Board
of Directors’ proposal ultimately means that the Annual General Meeting approves
that the Series B shares that the Company acquired in accordance with previous
authorization are allowed to be transferred in order to secure delivery of
shares under the proposed Scheme. The company currently holds a total of
1,240,000 shares of series B in the Company.

This proposal has been prepared by the Company’s Remuneration Committee in
consultation with the Company’s Board of Directors. The decision to propose the
Scheme to the Annual General Meeting has been taken by the Board of Directors.
The Company’s directors are not covered by the Scheme.

The Scheme involves the following main terms and conditions:

a)      The number of call options to be issued shall not exceed 300,000,
corresponding to approximately 0.4 percent of the total number of shares and
approximately 0.3 percent of the total number of votes in the Company (shares
class B held by the Company are included). Each call option entitles the holder
to acquire one (1) repurchased class B share in the Company during the period
from 16 September 2019 to 5 June 2020. Shares may not, however, be purchased
during any such period when trading in the Company’s shares is forbidden in
accordance with regulation (EU) no 596/2014 of the European Parliament and of
the Council of April 16 2014 on Market Abuse (or any other equivalent
legislation which applies at any given time).

b)      The purchase price for shares upon exercise of the options shall
correspond to 120 percent of the volume-weighted average of the price paid for
the Company’s B shares on Nasdaq Stockholm during the period from 1 September
2016 to 14 September 2016.

c)       The right to acquire call options shall be granted to the Group
Management and further approximately 15 members of management within the Addtech
Group who are directly able to influence the Group’s profits. The CEO shall be
offered a maximum of 37,500 call options, other members of the Group management
shall be offered a maximum of 30,000 call options per individual, and other
management personnel will be divided into two different categories, in which
individuals will be offered a maximum of 12,500 and a minimum of 7,500 call
options.

d)      If persons who are entitled to an allocation, refrain in full or in part
from acquiring call options offered to them, such un-acquired call options shall
be divided on a pro rata basis between those persons who are entitled to an
allocation and who have, in writing, expressed their interest in acquiring
additional call options. Persons who are entitled to an allocation may not come
to acquire more than an additional 30 percent of the original number of call
options offered in this manner.

e)      The Board of Directors shall establish the final distribution of call
options according to the principles outlined in items c) and d) above, as well
as the number of call options the employees within each category shall be
offered to acquire.

f)       Notice of acquiring call options must be given no later than 19
September 2016.

g)      The premium for the call options shall correspond to the market value of
the call options according to an external independent valuation, applying the
Black - Scholes model. The measuring period for calculating the option premium
will be based on the volume-weighted average of the price paid for the shares of
class B in the Company on Nasdaq Stockholm during the period from 8 September
2016 until 14 September 2016.

h)      Issuing call options to employees outside Sweden is dependent on tax
effects, that there is no legal impediment, and that the Board of Directors
determines that such allocation can be carried out with reasonable
administrative and financial resources. The Board of Directors shall be entitled
to make such minor amendments to the Scheme as required by applicable foreign
legislation and regulations.

i)        The call options are freely transferable.

j)        The number of shares which the call options bring entitlement to
acquire and the exercise price may be recalculated as a result of e.g. bonus
issues, share consolidations or splits, new issues, a reduction in the share
capital or similar actions. The time at which shares are transferred may be
brought forward as a result of any merger or similar actions.

k)      In order to encourage participation in the Scheme, a subsidy can be paid
corresponding to the premium paid for each call option. This subsidy shall in
that case be paid during September 2018.

l)        The company has the right to repurchase the call options by the holder
if the holder does not wish to use all acquired call options and has notified
the Company about this. Acquisition of options shall occur at a price which at
the time was equivalent to no more than the market value. Repurchase of call
options cannot be made during such period when trading with shares in the
Company is prohibited by Article 19 of the European Parliament and Council
Regulation (EU) No 596/2014 of 16 April 2014 on market abuse (market abuse
regulation), or the prevailing corresponding legislation.

m)    The Board of Directors shall, within the framework of the above conditions
and policies be responsible for the preparation and management of the Scheme.

The costs of the Scheme consist of the subsidy paid during September 2018 as
detailed above and the social security charges payable on this subsidy. The
total cost of the subsidy, including social security charges, has been estimated
to approximately MSEK 3.1 after corporation tax (calculated based on the
prevailing market conditions on 5 July 2016). Against this subsidy, the option
premium corresponds to a total of approximately MSEK 3.0 which the Company will
receive on transferring the call options (calculated based on the prevailing
market conditions on 5 July 2016), as a result of which the Scheme will not
involve any net charge to the Company’s equity.

The reason for deviation from the shareholders’ preferential rights and the
Board of Directors´s reasons for carrying out this Scheme is that senior
management within the Addtech Group should be able to benefit from and strive
for, through their own investment, an increase in the price of the Company’s
shares, thus more closely aligning the interests of senior managers and the
Company´s shareholders. The purpose of the Scheme is also to contribute towards
management personnel increasing their long term shareholdings in the Company.
The Scheme is also expected to create conditions for retaining and recruiting
competent personnel for the Addtech Group, to provide competitive remuneration
and to align the interests of the shareholders and management. The members of
management included in the Scheme are the group that, in an otherwise heavily
decentralized organization, can create positive effects through cooperation
between the Group’s subsidiaries. On the basis of this, the Board of Directors
believes that the introduction of the Scheme will have a positive effect on the
continued development of the Addtech Group, and that the Scheme will benefit
both the shareholders and the Company.

The Company has three long-term incentive schemes since earlier, the 2013, 2014
and 2015 Share Related Incentive Scheme.

In the Share-based Incentive Scheme of 2013, there are a total of 102,432
outstanding call options, which entitles the acquisition of 378,998 shares of
class B in the Company. The exercise price for these call options was set at SEK
85.90 per share and the exercise period covers the time from 19 September 2016
to 2 June 2017.

In the Share-based Incentive Scheme of 2014, there are a total of 350,000
outstanding call options, which entitles the acquisition of 430,500 shares of
class B in the Company. The exercise price for these call options was set at SEK
94.50 per share and the exercise period covers the time from 17 September 2017
to 1 June 2018.

In the Share-based Incentive Scheme of 2015, there are a total of 350,000
outstanding call options, which entitles the acquisition of 430,500 shares of
class

B in the Company. The exercise price for these call options was set at SEK
125.10 per share and the exercise period covers the time from 17 September 2018
to 3 June 2019.

All underlying 1,239,998 shares of class B in the Company of outstanding options
correspond in their entirety to the already repurchased class B shares in the
Company.

The resolution proposed by the Board of Directors in accordance with point 16
must be approved by shareholders representing not less than nine tenths of the
votes cast and shares represented at the Annual General Meeting.

17.          Resolution to authorize the Board of Directors to decide on the
acquisition and transfer of own shares

The Board of Directors proposes that the Annual General Meeting passes a
resolution authorizing the Board of Directors to decide – during the period
until the next Annual General Meeting – to acquire a maximum number of class B
shares so that the Company’s holding of own shares at any given time does not
exceed 10 percent of the total number of shares outstanding in the Company.
Acquisition shall be made on Nasdaq Stockholm in accordance with stock exchange
regulations at a price within the, at each time, registered price interval,
which is the interval between the highest purchase price and the lowest sale
price. The acquisition will be paid in cash and must be made on one or several
occasions.

The Board of Directors further proposes that the Annual General Meeting
authorizes the Board of Directors – during the period until the next Annual
General Meeting – to sell its own shares in ways other than on Nasdaq Stockholm.
The authorization may be exercised on one or more occasions and covers all
shares held by the Company at the time of the decision of the Board of
Directors. The authorization includes the right to decide to deviate from
shareholders’ preferential rights and that payment may be effected in forms
other than money.

The purpose of the authorization is to adapt the Group’s capital structure and
to enable companies or business operations to be acquired in the future through
payment with own shares. The holding of own shares also safeguards the Company's
obligations under the share-based incentive Scheme resolved at the Annual
General Meeting in 2013, 2014 and 2015 and the Share-Related Incentive Scheme
proposed under item 16 above.

The resolution proposed by the Board of Directors in accordance with point 17,
must be approved by shareholders representing not less than two thirds of the
votes cast and shares represented at the Annual General Meeting.

SHARES AND VOTES

The Company has issued a total of 68,198,496 shares, of these are 3,237,672
class A shares and 64,960,824 are class B shares, of which the Company holds
1,240,000 shares. The total number of votes, after deduction of the shares the
Company holds, is 96,097,544. This information relates to the situation at the
time of issuing this notice.

SHAREHOLDERS RIGHT TO REQUEST INFORMATION

Pursuant to Chapter 7, section 32 of the Swedish Companies Act (Sw.
aktiebolagslagen), the Board of Directors and the managing director are under a
duty to, if any shareholder so requests and the Board of Directors deems that it
can be made without material damage to the company, provide information at the
Annual General Meeting, regarding circumstances which may affect the assessment
of a matter on the agenda or the company’s economic situation. The duty of
disclosure also includes the Company’s relationship to other group companies,
the consolidated accounts and such circumstances regarding subsidiaries which
are set out in the preceding sentence.

DOCUMENTATION

Accounting documents, the auditor’s report and the Board of Directors’ complete
proposals in accordance with points 9b (including the Board of Directors’
statement in accordance with chapter 18, section 4 of the Swedish Companies
Act), 15 (including the auditor’s statement in accordance with Chapter 8,
section 54 of the Swedish Companies Act and the Nomination Committee’s
assessment of incentive schemes and application of the guidelines for
remuneration to senior management approved by the Annual General Meeting), 16
and 17 (including the Board of Directors’ statement in accordance with chapter
19, section 22 of the Swedish Companies Act) of the agenda will be available at
the Company no later than Wednesday, 10 August 2016 and will be sent to
shareholders who so request and provide their postal address. These documents
will also be available on the Company’s website on the same date. The Nomination
Committee’s proposals and reasoned opinions and details of all proposed members
of the Board of Directors will be available on the Company’s website from the
date of issuances of this notice.

Stockholm, July 2016

The Board of Directors

Addtech AB (publ)

Addtech AB, Box 5112, SE-102 43 Stockholm, Sweden
 Phone +46 (0)8-470 49 00, Fax +46 (0)8-470 49 01, www.addtech.se,
info@addtech.com

Pièces jointes

07157387.pdf