DistIT AB (publ): Tomas Fällman new CFO for DistIT

DistIT AB (publ) has appointed Tomas Fällman as the new CFO and member of the Group Management Team. Tomas Fällman will take office on 1 August 2022 and succeeds Philip Gunnarsson, who, as previously communicated, has chosen to terminate his employment for a new assignment outside the company and Sweden. During the period 1 August to 31 August, Tomas Fällman will work together with Philip Gunnarsson to ensure a smooth handover. Philip Gunnarsson will then be available to provide advice during his notice period.

Most recently, Tomas Fällman held the position as Head of Group Business Control at NOTE AB (publ), where he also worked on developing the corporate structure and processes, business development and acquisitions. Tomas Fällman has previous experience from roles as CFO/Finance manager from business operations within BP Plc and Tetra Pak as well as from working as an auditor at EY.

Robert Rosenzweig, CEO DistIT AB: “We are pleased to welcome Tomas Fällman as the new CFO of DistIT. He will be a valuable addition to the continued work of developing the companies' management system, and the ongoing implementation of the group's strategic work.”

DistIT AB (publ): cost synergies within Aurora Deltaco in connection with the merger of the companies

In accordance with the strategy to build a common platform for Aurora Deltaco, the companies are now entering the next phase of realising efficiency improvements, which is expected to lead to annual cost savings of 22 MSEK in total and related one-off costs of 9 MSEK in total split between the second and third quarters of 2022.

In 2019, a relatively extensive restructuring and cost rationalisation was carried out that related to management functions, and at that time DistIT communicated that further streamlining was to be expected in the future. The measures being implemented in this phase of the merger are:

  • Reorganisation within the category and sales departments, which is estimated to lead to 16 MSEK in annual cost savings with start in the second quarter 2022.
  • Merger of the two companies' third-party warehouses, which is estimated to lead to 6 MSEK in annual cost savings with start in the third quarter 2022.
  • One-off costs for these projects are estimated to 9 MSEK in total split between the second and third quarters of 2022.

Furthermore, the measures are expected to lead to improved commercial proficiency as well as more efficient logistics and inventory management. This will strengthen Aurora Deltaco's business, competitiveness and cost efficiency during continued growth.

The IT integration of Aurora Deltaco will continue and is expected to be completed in the latter part of 2022, with further efficiency gains as a result.

The above measures are also part of the creation of DistIT Services, which, in addition to acting as a base platform for Aurora Deltaco, is also being developed as a synergy platform for other DistIT companies within product development, procurement, logistics and marketing.

The CFO of DistIT AB (publ), Philip Gunnarsson, has chosen to terminate his employment in order to take on a new assignment outside the company.

Robert Rosenzweig, CEO of DistIT: "I want to thank Philip for delivering a significant contribution to the company, in an impressively wise and self-sacrificing manner. I would also like to take this opportunity to wish Philip good luck with his next exciting challenge."
 
Philip Gunnarsson, CFO of DistIT: “I wish to thank all the fantastic colleagues and the Board of Directors for their cooperation and trust these last years. Today, DistIT and its subsidiaries are well equipped for the future, and I am proud to have been a part of this journey. I am very positive about the group's future opportunities in this turbulent time, and for that reason intend to keep my shares in the company”.
 
The process of finding a replacement has begun, and Philip will remain as the company's CFO for a period of time to ensure the transition and to continue working on ongoing transformation work.

Notice of Annual General Meeting of DistIT AB (publ)

The shareholders in DistIT AB (publ), corporate identity no. 556116-4384, (the "Company") are hereby summoned to the Annual General Meeting on Thursday, April 28, 2022 at 14.00 at Nalen, Ceders Salong, Regeringsgatan 74, Stockholm. Registration begins at 13.45.

Right to participate in the Annual General Meeting

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

  • for the first part, be entered in the share register kept by Euroclear Sweden AB on Wednesday, April 20, 2022,
  • for the second part, register their postal vote in accordance with the instructions under the heading "Information on postal voting" below so that the postal vote is received by the Company no later than Friday, April 22, 2022.

Shareholders who wish to attend the meeting in person or through a representative must,

  • for the first part, be entered in the share register kept by Euroclear Sweden AB on Wednesday, April 20, 2022,
  • for the second part, register their intention to participate in the Annual General Meeting no later than Friday, April 22, 2022 by phone on 08-518 169 42, via e-mail to bolagsstamma@distit.se, or by post to address: DistIT AB (publ), "Annual General Meeting" Attn: Philip Gunnarsson, Glasfibergatan 8, 125 45 Älvsjö.

Upon registration, the name, address, telephone number, personal or corporate identity number, and shareholding shall be specified. If the shareholder intends to bring an assistant to the meeting, the number (no more than two) and name of the assistant must be reported to the Company as specified above.

Shareholders who have nominee registered their shares through a bank or other trustee, must temporarily register the shares in their own name with Euroclear no later than Wednesday, April 20, 2022. Shareholders should, in sufficient time before April 20, 2022, request re-registration of the shares by the nominee. Registration of voting rights which has been requested by a shareholder in such time that the registration has been made by the nominee no later than Friday, April 22, 2022 will, however, be taken into account in the preparation of the share register.

Postal voting information

Shareholders who do not wish to attend the Annual General Meeting may choose to exercise their voting rights at the meeting by voting in advance, so-called postal voting, according to the statutes of the Company. On the Company's website www.distit.se/sv/investerare/bolagsstammor/ there is a link to the digital postal voting form that shall be used for postal voting.

Completed and signed postal voting forms shall be submitted electronically via the web link specified on the Company's website www.distit.se/sv/investerare/bolagsstammor/ and shall be received by the Company no later than Thursday, April 21, 2022.

The shareholder may not submit instructions other than to mark one of the answer alternatives specified in the form. If the shareholder has supplied the form with special instructions or conditions, or changed or made additions to the pre-printed text, the postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at www.distit.se/sv/investerare/bolagsstammor/.

Power of attorney

Shareholders who are represented by a proxy on-site at the general meeting or who postal votes by proxy shall issue a written and dated power of attorney signed by the shareholder, and which on the day of the meeting may not be more than five years old. If the power of attorney has been issued by a legal entity, a certified copy of the registration certificate or equivalent authorization documentation, indicating the authorized signatory, shall be appended. Power of attorney forms are available on the Company's website www.distit.se/sv/investerare/bolagsstammor/ and are sent free of charge to the recipient of the shareholders who request it and state their postal address or e-mail address.

The original power of attorney and, if applicable, a certified copy of the registration certificate or equivalent authorization documentation shall be brought to the general meeting. A copy of the power of attorney with related authorization documentation shall be sent to the Company together with the notification to the general meeting.

Personal information

Personal information relating to shareholders taken from the share register, notification to the general meeting and information on proxies and assistants will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For further information on the Company's handling of personal data and your rights, see the Company's website, www.distit.se under the heading "https://distit.se/sv/om-distit/hantering-av-personuppgifter/" (which can be found under the section "About DistIT" and the heading "Handling of personal data").

Proposed agenda

  1. Opening of the Annual General Meeting
  2. Election of the Chair of the general meeting
  3. Establishment and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two adjusters
  6. Determination of whether the Annual General Meeting has been duly convened
  7. The CEO’s statement
  8. Presentation of the annual report and the auditor's report, as well as the consolidated accounts and the consolidated auditor's report
  9. Resolution on
    1. the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
    2. the appropriation of profit or loss according to the approved balance sheet
    3. the discharge from liability for the board members and the CEO
  10. Presentation of the Nomination Committee's work and proposals
  11. Resolution on the number of board members and auditors
  12. Resolution on the board and auditor fees
  13. Election of board members
  14. Election of Chair of the Board
  15. Election of auditor
  16. Resolution on the principles for the Nomination Committee
  17. Resolution on guidelines for remuneration to senior executives
  18. Resolution for incentive programs and the issue of subscription warrants 2022/2025:1-6
  19. Resolution on the authorization for the Board to issue shares
  20. Resolution on the authorization to register resolutions determined by the Annual General Meeting
  21. Closing of the Annual General Meeting

Proposal for resolutions

For information on the Nominaton Committee’s composition and work prior to the 2022 Annual General Meeting, please refer to – “The Nomination Committee's proposals and remarks to the Annual General Meeting of DistIT AB (publ)”, which can be found on the Company's website, www.distit.se.

Item 2. Election of the Chair of the general meeting

The Nomination Committee proposes that Stefan Charette be appointed Chair of the Annual General Meeting.

Item 9 a. Resolution regarding adoption of income statement and balance sheet and the group income statement and the consolidated balance sheet

The Board of Directors proposes that the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet shall be approved by the Annual General Meeting.

Item 9 b. Resolution on appropriation of profit or loss according to the approved balance sheet

The Board of Directors and the CEO propose that the Annual General Meeting resolves on an ordinary dividend of SEK 2.00 per share for the financial year 2021.

The Board of Directors is authorized to set a record date for the right to receive dividends. If the Annual General Meeting resolves in accordance with the proposal, the Board of Directors intends to set a record date that falls during the third quarter of 2022.

Item 9 c. Resolution on discharge from liability for the board members and the CEO

It is proposed that all board members and the CEO shall be granted discharge from liability.

The following people have been board members of the Company during the financial year 2021: Stefan Charette, Jonas Mårtensson, Charlotte Hansson, Anders Bladh and Mikael Nilsson.

Robert Rosenzweig has been the CEO of the Company during the financial year 2021.

Item 10. Presentation of the Nomination Committee's work

The Chair of the Nomination Committee, Daniel Nyhrén, will give a brief oral presentation of the Nomination Committee's work at the Annual General Meeting. In other respects, reference is made to the Nomination Committee's proposal and remarks on how the Nomination Committee's work has been conducted, which can be found on the Company's website, www.distit.se.

Item 11. Resolution on the number of board members and auditors

The Nomination Committee proposes that the Board of Director shall consist of five board members, and that no deputy board members shall be appointed.

The Nomination Committee proposes, on the recommendation of the Company's Board of Directors, that the number of auditors, for the period until the end of the next Annual General Meeting, shall be one, with one registered auditing company with one principal auditor and no deputy auditor.

Item 12. Resolution on the board and auditor fees

The Nomination Committee proposes a total maximum fee of SEK 1 075 000 (previous year SEK 1 075 000) which is distributed as follows:

  • Chair of the Board: SEK 375 000 (previous year SEK 375 000)
  • Other members who are not employed in the Group: 175 000 SEK per member (previous year 175 000).

Fees shall not be paid for committee work as no such work takes place, but is handled by the Board of Directors in its entirety.

The Nomination Committee proposes that any work in addition to ordinary board work shall take place on market terms and be agreed directly between the Company and the member concerned. This procedure has also been applied in previous years, and the extent of these consulting fees is reported separately in the annual report.

Fees to the auditor are proposed to be paid in accordance with reported and approved costs.

Item 13. Election of board members

For the period until the end of the Annual General Meeting to be held during the next financial year, the Nomination Committee proposes the re-election of Stefan Charette, Charlotte Hansson, Mikael Nilsson and Anders Bladh, and the new election of Per Kaufmann as board members.

Jonas Mårtensson has informed the Nomination Committee that he is not available for re-election.

A presentation of current and proposed members can be found in the Company's annual report 2021 and on the Company's website. The Nomination Committee's complete proposal, remarks and motivation, as well as how the Nomination Committee's work has been conducted, can also be found on the Company's website.

Item 14. Election of Chair of the Board

The Nomination Committee proposes that Stefan Charette be elected Chair of the Board.

Item 15. Election of auditor

The Nomination Committee proposes, following a recommendation from the Company's Board of Directors, re-election of the registered auditing company Grant Thornton Sweden AB as the Company's auditor for the period until the end of the Annual General Meeting to be held during the next financial year. Grant Thornton Sweden AB has announced that if the Annual General Meeting resolves in accordance with the Nomination Committee's proposal, the authorized public accountant Therése Utengen will continue as the principal auditor.

Item 16. Resolution on the principles for the Nomination Committee

The Nomination Committee does not propose any changes to the principles for the Nomination Committee's assignment and how the Nomination Committee shall be appointed, which were adopted by the Annual General Meeting the previous year. The proposal means that the following principles are adopted to apply to the Nomination Committee prior to the Annual General Meeting 2023.

The Chair of the Board shall, on an annual basis, no later than October 15, convene the four largest shareholders in terms of votes or owners representing the four largest groups of owners in the Company, who then have the right to appoint one member each to the Nomination Committee. If any of the four largest shareholders or groups of owners waive their right to appoint a member to the Nomination Committee, the next shareholder or group of owners shall be given the opportunity to appoint a member to the Nomination Committee, until the tenth largest owner/owner configuration and all owners/owner configurations who represent more than 5% of the Company's shares have been consulted. If fewer than four members could be recruited via this procedure, the Nomination Committee may consist of at least two people. In addition, the Chair of the Board shall be appointed as a member of the Nomination Committee.

If a member leaves the Nomination Committee prematurely, a new member shall, if possible, be appointed by the same shareholder. If the said shareholders waive their right to appoint a member to the Nomination Committee, the next largest shareholder, who has not already appointed a member to the Nomination Committee, shall be given the opportunity to appoint a member to the Nomination Committee. Changes in the Nomination Committee shall be announced immediately.

The CEO or another person from the company management shall not be a member of the Nomination Committee. The Chair of the Board convenes the first meeting of the Nomination Committee. An owner representative shall be appointed Chair of the Nomination Committee. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed. The composition of the Nomination Committee shall be announced no later than six months before each Annual General Meeting.

The Nomination Committee shall be established, on an annual basis, based on shareholder statistics from Euroclear Sweden AB as of August 31 and other reliable ownership information provided to the Company at this time. If significant changes occur in the ownership structure after the establishment of the Nomination Committee, the composition of the Nomination Committee may also be changed in accordance with the principles above, alternatively, the Chair of the Nomination Committee may propose co-opting to the Nomination Committee. Changes in the Nomination Committee shall be announced immediately.

The Nomination Committee shall prepare and submit proposals to the Annual General Meeting for the election of the Chair of the Board and other members to the Company's Board of Directors, board fees divided between the Chair and other members and any remuneration for committee work, election of and fees to the auditor, resolutions on principles for appointing the Nomination Committee, and proposal for the Chair at the Annual General Meeting.

The Nomination Committee shall also evaluate the members of the Board of Directors, its Chair, and how the Board's work is perceived and conducted, for example through interviews with the Board's members and Chair. In interviews with the Board’s members, the Chair of the Company shall not be included in order to ensure transparency. Relevant parts of the conclusions from the board evaluation shall be communicated to the Chair of the Company, but in such a way that the views of individual members, in particular concerning the Chair of the Company and the board's work, cannot, as far as possible, be traced to individual members.

Fees shall not be paid to the members of the Nomination Committee. The Nomination Committee shall have the right, following approval by the Chair of the Board, to incur the Company with costs for, for example, recruiting consultants and travel expenses, or other costs necessary for the Nomination Committee to be able to fulfill its charge.

In connection with its charge, the Nomination Committee shall forward certain information to the Company so that the Company can fulfill its information obligations.

Principles for the Nomination Committee's charge and how the Nomination Committee shall be appointed apply to each Nomination Committee until the Annual General Meeting resolves an amendment thereof.

Item 17. Resolution on guidelines for remuneration to senior executives

The Board proposes that the Annual General Meeting adopt the following guidelines for determining salaries and other remuneration to board members (refers to remuneration in addition to board fees, e.g., consulting fees), the CEO, Deputy CEO (if applicable), and the CEO of each of the subsidiaries and other persons in the Company's management. The guidelines shall be applied to remuneration that is agreed, and changes that are made to already agreed remunerations, after the guidelines have been adopted by the 2022 Annual General Meeting. The guidelines do not cover remunerations decided by the Annual General Meeting.

The Board shall, at least every four years, establish a proposal for new guidelines for remuneration to senior executives and submit the proposal for resolution at the Annual General Meeting.

How the guidelines advance the Company's business strategy, long-term interests and sustainability

The Company's business strategy is briefly as follows.

DistIT's business idea is to acquire, own and develop niche distributors of IT, mobility, consumer electronics, networking, data communication and AV products in the Nordic and Baltic countries. Companies within the DistIT Group deliver both B2B and B2C products to the IT and AV market in the Nordic and Baltic countries. The companies shall also develop and distribute EMV. DistIT has a value-creating strategy for its own branded labels that increases the relevance of customers and creates prerequisites for growth and profitability.

The DistIT Group's growth strategy consists of organic growth, acquisitions, and synergy opportunities. Organic growth within each company shall be achieved through continuous development of business models, a flexible organization and a careful analysis of the market's driving forces. Acquisitions of new companies shall strengthen the DistIT Group's offers and position, expand its geographical presence, or supplement the Group's customer base. Acquired companies must have leadership characterized by expertise and entrepreneurship, good earning capacity, and a proven business model. Synergy opportunities between the subsidiaries, both cost and market synergies in the DistIT Group, shall be identified and realized when the profit is greater than the coordination costs.

For further information on the Company's business strategy, see www.distit.se.

Successful implementation of the Company's business strategy and safeguarding of the Company's long-term interests, including its sustainability, require the Company to recruit and retain qualified employees. In order to do so, the Company must offer competitive and remuneration on market terms. These guidelines allow senior executives to be offered competitive overall remuneration.

The Company already has three long-term share-based incentive programs. These programs include the CEO and other senior executives and key personnel within the Group. The programs have been decided by the Annual General Meeting and are therefore not covered by these guidelines. For the same reason, the long-term share-based incentive program that the Board of Directors has proposed for the 2022 Annual General Meeting is also not covered. The program includes the Company's CEO and some of the Group's senior executives. For more information about the program, including the criteria on which the outcome depends, see the Board of Directors’ proposal to the Annual General Meeting for a resolution on the issue of warrants intended for incentive programs for senior executives.

Variable cash remuneration covered by these guidelines shall aim to promote the Company's business strategy and long-term interests, including its sustainability.

The forms of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits, life insurance, health insurance and other non-monetary benefits such as a company car. In addition – and independently of these guidelines – the Annual General Meeting may decide on, for example, share and share price related remuneration and incentive programs based on subscription warrants.

Fulfillment of criteria for payment of variable cash remuneration shall be measurable over a period of one year. The variable cash remuneration can amount to a maximum of 50 percent of the fixed annual cash salary. Furthermore, additional variable cash remuneration can be paid in exceptional circumstances as defined below.

For the CEO, pension benefits, including health insurance, shall be defined-contributions. Variable cash remuneration shall not be pensionable. The pension premiums for defined-contribution pensions can amount to a maximum of 35 percent of the fixed annual cash salary.

For other senior executives, pension benefits, including health insurance, shall be defined-contributions unless the executive is covered by a defined-benefit pension in accordance with mandatory collective agreement provisions. Variable cash remuneration shall be pensionable to the extent that this follows mandatory collective agreement provisions that are applicable to the executive. The pension premiums for defined-contribution pensions shall amount to a maximum of 35 percent of the fixed cash salary.

Other benefits may include, among other things, life insurance, health insurance and company cars. Such benefits may amount to a maximum of 19 percent of the fixed annual cash salary.

In terms of employment relationships that are subject to rules other than Swedish, in as far as this concerns pension benefits and other benefits, appropriate adjustments may be made to comply with such mandatory rules or established local practice, whereby the overall purpose of these guidelines shall as far as possible be met.

Termination of employment

The notice period shall be so long that the Company is given a reasonable time to recruit and train replacements, allowing restrictions that may follow from law. A notice period on the part of the executive of normally six months shall be deemed to meet this requirement. In the event of such termination, the executive shall not be entitled to severance pay. In the event of termination by the Company, the notice period may not exceed twelve months. Fixed cash salary during the notice period may not exceed an amount corresponding to the fixed cash salary for one year. Severance pay is not issued.

In addition, remuneration may be paid for any commitment to restrict competition. Such remuneration shall compensate for any loss of income and shall only be paid to the extent that the previous executive is not entitled to severance pay. The remuneration shall amount to a maximum of 60 percent of the fixed cash salary at the time of termination, unless otherwise provided by mandatory collective agreement provisions, and shall be paid during the period of the commitment to restrict competition, which shall be a maximum of 24 months after termination of employment.

Criteria for the distribution of variable cash remuneration, etc.

Variable cash remuneration shall be linked to predetermined and measurable financial or non-financial criteria. They may also consist of individually adapted quantitative or qualitative goals. The criteria shall be formulated so that they promote the Company's business strategy and long-term interests, including its sustainability by, for example, maintaining a clear connection to the business strategy or promoting the executive's long-term development.

Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are made only to promote the senior executives' participation in share-based incentive programs or otherwise promote co-ownership in the Company. Such remuneration shall not exceed an amount equivalent to 50 percent of the fixed annual cash salary and shall not be paid more than once a year and per individual. On specific occasions related to encouraging co-ownership in the Company, such as share-based incentive programs that cover longer periods than one year, the remuneration for an individual year may correspond to a maximum of 50 percent of the fixed annual cash salary, when implementing the program, multiplied by the number of years the incentive program runs, although with a maximum of 150 percent. Decisions on such remuneration shall be made by the Board of Directors.

The Board shall have the right, in accordance with law or agreement and with the restrictions that may follow therefrom, to fully or partially reclaim variable cash remuneration that has been paid on incorrect grounds.

When the measurable period for fulfillment of the criteria for payment of variable cash remuneration has ended, the extent to which the criteria have been met shall be assessed/determined. The Board of Directors is responsible for the assessment of variable cash remuneration to the CEO. With regard to variable cash remuneration to other executives, the CEO is responsible for the assessment. With regard to financial targets, the assessment shall be based on the most recently published financial information by the Company.

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 Board of Directors’ basis of decision when assessing whether the guidelines and the limitations set out herein are reasonable.

The fixed salary shall be market-based and determined individually, and based on each individual's role, performance, results and responsibilities. As a general rule, a fixed salary shall be renewed once a year.

The decision-making process for establishing, reviewing and implementing the guidelines

The Board of Directors has decided not to appoint a special remuneration committee. The Board has found that it is more suitable that the entire Board performs this task. However, a board member who is part of the company management shall not participate in the work. The Board of Directors shall establish a proposal for new guidelines, at least every four years, and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the Annual General Meeting. The Board shall also monitor and evaluate programs for variable remuneration for company management, the application of the guidelines for remuneration to senior executives as well as the current remuneration structures and compensation levels in the Company. The Company's auditor must submit a written and signed statement to the Board no later than three weeks before each Annual General Meeting on whether the guidelines have been followed. If the auditor is of the opinion that the guidelines have not been followed, an explanation is to be included in the statement. The CEO and other persons in the company management do not attend the Board's consideration of and decisions on remuneration-related issues, insofar as they are affected by the issues.

The revision of the guidelines proposed for the 2022 Annual General Meeting essentially means that it is made clear that additional variable cash remuneration can be paid in extraordinary circumstances in accordance with what is stated in the guidelines. In other respects, the guidelines mainly comply with the guidelines adopted by the 2020 Annual General Meeting. Shareholders have not submitted any comments on previous guidelines adopted at the 2020 Annual General Meeting.

Consultancy fees to board members

In cases where board members perform work in addition to the usual board work, the Board of Directors shall, under certain circumstances, be able to determine additional remuneration in the form of consulting fees.

Deviations from guidelines

The Board of Directors may decide to deviate from the guidelines by up to 10% of the stated guidelines in relation to variable remuneration and benefits if, in an individual case, there are special reasons for this, and a deviation is necessary to meet the Company's long-term interests, including its sustainability, or to ensure the Company's economic viability.

If such deviations take place, the Board of Directors shall report the reasons for the deviation at the next Annual General Meeting.

Item 18. Resolution for incentive programs and the issue of subscription warrants 2022/2025:1-6

The Board of Directors of DistIT AB (publ) (the "Company") proposes that the Annual General Meeting resolves to introduce an incentive program and issue, with deviation from the shareholders' preferential rights, of up to a total of 450 000 subscription warrants, divided into six different warrant series, with the accompanying right to subscribe for a maximum of 450,000 new shares.

Reasons for the proposal and the deviation from the shareholders' preferential rights

The right to subscribe for the new subscription warrants shall only appertain to the Company's CEO and CFO as well as certain other key persons within the Group. The Board of Directors believes that the long-term ownership commitment of these people can be expected to stimulate an increased interest in the business and earnings development, increase motivation and solidarity with the Company. The Board therefore deems that the proposal is beneficial for the Company and its shareholders.

Issue of subscription warrants

Warrants will be issued in six different series:

Series Number of subscription warrants
2022/2025:1 75 000
2022/2025:2 75 000
2022/2025:3 75 000
2022/2025:4 75 000
2022/2025:5 75 000
2022/2025:6 75 000

For each warrant series, there are different conditions for calculating the subscription price at which shares can be subscribed, see below.

The right to subscribe for the warrants 2022/2025: 1-6 shall, with deviation from the shareholders' preferential rights, accrue to the Company's CEO Robert Rosenzweig and certain other key persons in the Company and subsidiaries in accordance with the maximum distribution per person below. Oversubscription is not possible.

Series CEO (maximum) Other key persons in the Company and subsidiaries (maximum per person)
2022/2025:1 33 335 25 000
2022/2025:2 33 333 25 000
2022/2025:3 33 333 25 000
2022/2025:4 33 333 25 000
2022/2025:5 33 333 25 000
2022/2025:6 33 333 25 000

The persons who have the right to subscribe for the subscription warrants shall notify how many warrants they wish to subscribe for. The Board of Directors decides on individual allocation to the category Other key persons in the Company and subsidiaries, taking into consideration such persons' positions within the Group and total remuneration. The allocation per person may not exceed the maximum distribution stated above, but may be lower.

Subscription of the warrants shall take place on the subscription list no later than June 7, 2022. The Board of Directors has the right to extend the subscription period. In order to be granted an allocation, the subscribers will need to enter into an agreement with the Company whereby the Company is given the right to repurchase subscription warrants if the subscriber’s employment or assignment in the group ends or if the subscriber would transfer warrants to third parties.

The subscription price for the warrants shall correspond to the market value of the warrants. The market value of each warrant series shall be calculated by an independent expert using the Black & Scholes warrant pricing model and shall be based on the volume-weighted average price of the Company's share on the Nasdaq First North Premier Growth Market during the period from April 28, 2022 to June 3, 2022 ("Average Price"). The premium shall be added to the free premium fund. The subscription price must be paid within three business days after the subscription. The Board has the right to extend the payment period.

Each subscription warrant entitles the holder to subscribe for one (1) share in the Company. The price at which new shares are issued shall be determined as follows:

Series Subscription price per share
2022/2025:1 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 140 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.
2022/2025:2 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 160 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.
2022/2025:3 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 180 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.
2022/2025:4 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 200 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.
2022/2025:5 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 220 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.
2022/2025:6 If the volume-weighted average price for the Company's share during the period from April 28, 2025 to June 3, 2025 exceeds 240 percent of the Average Price (barrier level), the subscription price per share shall correspond to the Average Price, rounded to the second decimal place. Otherwise, the subscription price shall be 240 percent of the Average Price.

Issuance of new shares with support of the subscription warrants can take place during the period from June 8, 2025 to June 30, 2025. In the event that the subscription period falls under a so-called closed period, when the subscriber is prevented from subscribing to shares in accordance with rules or routines applicable at any given time to prevent market abuse, the period is postponed by ten trading days after the end of the closed period. The new shares that may be issued at subscription are not subject to any reservations. A share that have been issued after subscription entail the right to a dividend for the first time on the record date for dividends that falls immediately after the share has been entered in the share register kept by Euroclear Sweden AB.

Upon full exercise of the subscription warrants, the share capital will increase by a maximum of SEK 900 000 by issuing a maximum of 450 000 shares, each with a quota value of SEK 2.00, corresponding to a dilution effect of approximately 3.1 percent of the total number of shares and votes in the Company. The number of shares that each subscription warrant entitles the right to subscribe for, and the subscription price and barrier level may be adjusted in accordance with the full terms and conditions of the subscription warrants.

A resolution under this item will not be valid unless it has been supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Annual General Meeting.

Item 19. Resolution on the authorization for the Board to issue shares

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board to, on one or several occasions, with or without deviation from the shareholders' preferential rights, decide on a new issue of shares corresponding to a dilution of a maximum of 10 percent of the Company's share capital and total number of votes at the time the authorization is used for the first time. Furthermore, such issues may take place against a cash payment, through non-cash and offset, or otherwise combined with conditions. The authorization shall primarily be used for the implementation of acquisitions or financing of the Company's operations.

Resolutions pursuant to this item are valid only if they have been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.

Item 20. Resolution on the authorization to register resolutions determined by the Annual General Meeting

The Board of Directors proposes that the Annual General Meeting resolves that the Board of Directors, or the board appointed in its place, be authorized to make the minor adjustments in the resolutions that may prove to be necessary in connection with the registration of the matters dealt with and decisions taken with the Swedish Companies Registration Office.

Documentation and information

The annual report, the auditor’s report, the power of attorney and the Board of Directors’ complete proposal for resolutions in accordance with the above, and associated documentation in accordance with the Swedish Companies Act (2005:551), will be available at the Company's offices, address as above, and on the Company's website, www.distit.se, no later than three weeks before the Annual General Meeting Copies of the said documentation are also sent to the shareholders who request it, and thereby state their address. Documentation will also be available at the meeting.

The Board of Directors and the CEO shall, in accordance with the Swedish Companies Act (2005:551), at the request of shareholders, provided that the Board of Directors considers that this can take place without significant damage to the Company, provide information at the General Meeting on circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company's financial situation.

Information on the number of shares and votes

The total number of registered shares and votes in the Company at the time of issuance of this notice is 14 040 466.

This English version of the year-end report is provided as a service, and is therefore superseded by the original publication in Swedish in the event of any discrepancies.

For further information, please contact:

Stefan Charette,
Chair of the Board, DistIT AB
E-mail: Charette@athanase.se

or

Philip Gunnarsson
CFO DistIT AB
Mobile: +46 730 86 96 82
E-mail: Philip.Gunnarsson@distit.se

Contact information for DistIT AB’s Certified Advisor:
Erik Penser Bank AB
Phone: +46 8 463 83 00
E-mail: certifiedadviser@penser.se

*****
Stockholm in March 2022
DistIT AB (publ)
The Board of Directors

DistIT terminates the incentive programme 2019/2022, whereby the CEO subscribes for shares totalling SEK 5 288 760 with the support of subscription warrants, and unexercised subscription warrants are repurchased by DistIT.

The incentive programme, based on subscription warrants of series 2019/2022:1-6 which DistIT AB ("DistIT" or "the Company") introduced in 2019 with a term until March 2022, has now been terminated. The programme covered CEO Robert Rosenzweig, who subscribed for 132 219 new shares at a subscription price of SEK 40 per share, corresponding to a total of SEK 5 288 760.

In conjunction with the share subscription, and in order to enable Robert Rosenzweig's subscription of new shares, DistIT has repurchased a total of 137 780 of the unexercised subscription warrants in the programme from Robert Rosenzweig, for a total purchase price of SEK 5 288 784. Robert Rosenzweig has used the purchase price for the repurchased subscription warrants to pay for the newly subscribed shares via a settlement.

Stefan Charette, Chair of the Board: "We are pleased that Robert Rosenzweig continues to increase his share holding in DistIT."

Once the subscribed shares have been registered, there will be a total of 14 040 466 outstanding shares in the Company, and the share capital will amount to a total of SEK 28 080 932.

DistIT stops all sales to Russia and Belarus and provides support to Ukraine

DistIT and its subsidiaries have decided to stop all sales to Russia and Belarus due to the ongoing invasion of Ukraine.
 
The situation is exceptionally worrying. Our thoughts are with the people of Ukraine who are suffering badly from the Russian aggression and invasion. We fully support the EU and the Nordic countries' sanctions and we also try to contribute in the way we can in our activities to help the Ukrainian people and the state of Ukraine, says Robert Rosenzweig, CEO of DistIT.
 
The DistIT Group has taken the following measures:
 
– The parent company DistIT provides financial support of SEK 100,000 to the Red Cross in Ukraine.
 
– The subsidiary Aurora Deltaco has stopped selling products to Russia and Belarus. DeltacoBaltic has donated powerbanks and other products requested by the Red Cross.

Goods can not stop the humanitarian crisis, but we have donated powerbanks to ease the situation for the Ukrainian people. We have also complied with the Red Cross' request for assistance at the Lithuanian-Belarusian border and have already sent supplies, for example microwave ovens and refrigerators, via our Lithuanian company. AuroraDeltaco has a wide range of products and we are reviewing how we can continue to support the population in Ukraine and the refugees in the immediate area. Next we for example are preparing a shipment of 27,000 batteries to Ukraine, says Martin Gutberg, CEO of AuroraDeltaco.
 
– The subsidiary Sominis Technology, which is based in Lithuania, provides support of 10,000 Euros to Ukraine.
 
 We are sending support to Ukraine and its people in their defensive fight against Russian aggression and invasion. We Lithuanians encountered the price of freedom and therefore encourage all our friends to support the fight for freedom in Ukraine and send their donations to Ukraine charity organizations, says Mindaugas Apanavicius, CEO Sominis Technology.

The total sales to Russia and Belarus represents a very small part of the Group's total revenue, hence the impact on revenue and earnings is estimated to be small.

DistIT AB’s (publ) subsidiary, EFUEL, is expanding in Europe and growing via key recruitments

As one of Sweden's leading companies in electric car charging, EFUEL, is continuing to grow rapidly. EFUEL has now strengthened the organisation through recruitments in order to lead the expansion in Finland and Germany, and with a Chief Technology Officer (CTO) to further develop the company's software-based products.

The number of electric cars in Europe is increasing significantly, but the infrastructure for electric car charging has not developed at the same pace. EFUEL's comprehensive solution for electric car charging is well adapted to other markets in Europe, where Finland and Germany are indicated as especially favourable opportunities for EFUEL based on, among other things, the markets' size and structure, and the maturity phase of the electric car charging infrastructure.

Fredrik Nyström will take over as Deputy CEO of EFUEL, starting in March 2022, and will primarily focus on EFUEL's geographical expansion in Germany. Fredrik has several years’ experience of expansion into new markets, and comes from his most recent role as CEO of the kitchen manufacturer Marbodal. Fredrik will also be a part of EFUEL's management team.

Fredrik Nyström: "I am really looking forward to being part of taking EFUEL out into Europe. With a strong team and a product that countries in Europe are demanding, I am extremely positive about EFUEL's future".

Ella Sintonen has been recruited as Country Manager for Finland, starting in January 2022. Ella has a background in 'fintech' at Klarna, among others, and comes most recently from her role as Growth Analyst at Anyfin.

Robert Lerner will take over as CTO in April 2022, in order to further develop the company's software-based products. Robert comes from his most recent role as Engineering Manager at Avanza, where he, during his ten years there, was involved in building up the company's technology strategy.

In addition to the above-mentioned recruitments, EFUEL has recently made a number of recruitments within finance, customer success, and sales.

Rasmus Bender, CEO, EFUEL: "For me personally and for EFUEL, these are key recruitments, and I am very happy and humbled that all these talented colleagues have chosen to be part of our journey. This is an important factor for EFUEL and key for our ability to continue to do what we are best at, namely to offer the best charging solution for electric car owners in Europe. We have a strong foundation beneath us, and a competitive offer in the markets we are entering. It is a fantastic feeling to see our plans falling into place and taking shape.”

Nomination Committee for DistIT AB prior to the Annual General Meeting 2022

DistIT's work with corporate governance follows the Swedish Code of Corporate Governance. In accordance with the principles for the Nomination Committee's work, resolved and adopted at the Annual General Meeting of 20 April 2020, we hereby notify that DistIT's Nomination Committee for the 2022 Annual General Meeting is composed to include Anders Bladh (appointed by and representing Ribbskottet AB), Daniel Nyhrén Edeen (appointed by and representing Athanase Industrial Partner), Rasmus Bender (appointed by and representing Redstone Investment Group SA) and Stefan Charette (Chair of the Board of Directors of DistIT AB). The Nomination Committee represents more than 44% of the number of shares and votes in DistIT AB.

Daniel Nyhrén Edeen, Anders Bladh, and Rasmus Bender are representatives of the three largest shareholders in terms of votes, each with more than five percent of the shares and votes, and Stefan Charette is the Company's Chair of the Board.

The Nomination Committee represents broad experience of working on boards and in nomination procedures.
Daniel Nyhrén Edeen has been appointed Chair of the Nomination Committee.

The Nomination Committee will prepare proposals for the 2022 Annual General Meeting with relation to;
· election of the Chair of the General Meeting.
· election of the Board of Directors and Chair of the Board.
· election of auditor.
· remuneration and fees to the Board of Directors and auditors.

Shareholders who wish to get in touch with, and submit proposals to, the Nomination Committee shall do so either to
Daniel Nyhren Edeen, telephone +46 768 50 60 20, or via e-mail daniel@athanase.com
or to Stefan Charette, telephone +46 739 94 70 79, or via e-mail charette@athanase.se.

In order for proposals for members to be considered prior to the 2022 Annual General Meeting, proposals shall have been received no later than Thursday, 3 February 2022. Shareholders who wish to have a matter considered at the 2022 Annual General Meeting shall submit such a proposal to the Chair of the Board, Stefan Charette, well in advance of the announcement of the Annual General Meeting, which is expected to be published in mid-March 2022.

For further information please contact:
Daniel Nyhrén Edeen, Chair of the Nomination Committee, telephone +46 768 50 60 20.
Stefan Charette, Chair of the Board of Directors of DistIT AB, telephone +46 739 94 70 79.

DistIT presents EFUEL and the quarterly report July – September 2021

Introducing EFUEL – the newest member of the DistIT family and Scandinavia’s most exciting scale-up in electric car charging. Robert Rosenzweig, CEO of DistIT, presents the quarterly report July – September 2021. If you missed the event, watch the entire presentation on the link below and get to know EFUEL!
 
Link to the presentation: https://distit.se/en/distit-presenterar-efuel/

Gentle reminder of DistIT AB Investor Focus Day: EFUEL on October 22, 2021

Take the chance to get to know our newest company EFUEL – Scandinavia’s most exciting start-up in electric car charging. Speakers: Robert Rosenzweig, CEO of DistIT and Rasmus Bender, CEO of EFUEL

Where: Norrsken House, Birger Jarlsgatan 57C
When: October 22, 2021 from 9 AM – 11 AM
 
PLEASE REGISTER NO LATER THAN OCTOBER 20 TO IR@DISTIT.SE