The shareholders of AcadeMedia AB (publ) are hereby summoned to the annual
shareholders’ meeting on Thursday 17 November 2016 at 2.00 p.m. at City
Conference Center, Folkets Hus, Barnhusgatan 12-14, Stockholm.
Right to attend the shareholders’ meeting
Shareholders who wish to attend the shareholders’ meeting must be registered in
the share register maintained by Euroclear Sweden AB on Friday 11 November 2016,
and must also notify the company of their intention to attend the meeting, no
later than Friday 11 November 2016.
The notification must be made in writing by post to AcadeMedia AB (publ), c/o
Euroclear Sweden, ”Årsstämma”, Box 191, 101 23 Stockholm or by telephone +46
(0)8 402 92 17 weekdays between 9.00 a.m. and 5.00 p.m. Physical persons may
also make their notification on-line via the company webpage,
https://corporate.academedia.se/en/. The notification must state the
shareholder’s name, personal identity number/registration number, shareholding,
address, day time telephone number and information about the attendance of any
assistants (maximum two) and, if applicable, information about any proxies.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the
power of attorney is executed by a legal person a certified copy of the
certificate of registration or equivalent should be attached. The power of
attorney and the certificate of registration may not be older than one year,
however, the power of attorney may be older provided that the power of attorney
according to its wording is valid for a longer period, although, not more than
five years. The original power of attorney and the certificate of registration
should be sent to the company at the address mentioned above in due time prior
to the shareholders’ meeting. A proxy form is available at
https://corporate.academedia.se/en/ and will also be sent to shareholders who so
request and state their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank
or a securities institution must temporarily re-register their shares in their
own names in order to be entitled to attend the shareholders’ meeting. Such
registration must be duly effected in the share register maintained by Euroclear
Sweden AB on Friday 11 November 2016, and the shareholders must therefore advise
their nominees well in advance of this date.
Number of shares and votes
As per the date of this notice there are a total of 94,100,000 ordinary shares
outstanding for the company that entitle to (1) vote per share at the
shareholders’ meeting. Further, the company holds 165,000 own shares of series
C, which entitle to one tenth (1/10) of a vote per share, which cannot be
represented at the shareholders’ meeting. Thus, there are a total of 94,265,000
shares and 94,116,500 votes in the company, of which 94,100,000 shares and votes
can be represented at the shareholders’ meeting.
Proposed agenda
1. Opening of the annual shareholders’ meeting
2. Appointment of chairman for the annual shareholders’ meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons who shall approve the minutes
6. Determination of whether the annual shareholders’ meeting was
duly convened
7. Presentation by the CEO
8. Submission of the annual report and the auditors’ report, as well
as the consolidated financial statements and the auditors’ report for the group
9. Resolution regarding the adoption of the income statement and the
balance sheet, as well as the consolidated income statement and the consolidated
balance sheet
10. Resolution regarding allocation of the company’s results in
accordance with the adopted balance sheet
11. Resolution regarding discharge of the members of the board of
directors and the CEO from liability
12. Determination of the number of members of the board of directors
and the number of auditors
13. Determination of fees for members of the board of directors and
auditors
14. Election of the members of the board of directors and auditors
15. Resolution on principles for appointing the nomination committee
16. Resolution on guidelines for remuneration to executive management
17. Resolution regarding authorisation for the board of directors to
resolve to issue new shares
18. Closing of the annual shareholders’ meeting
Items 2 and 12-14 – The nomination committee’s proposal to the annual
shareholders’ meeting 2016
The nomination committee of AcadeMedia AB (publ), consisting of Rune Andersson
(Mellby Gård and chairman of the nomination committee), Ulf Mattsson (chairman
of the board of directors), Erika Henriksson (Marvin Holding Limited) and Johan
Lannebo (Lannebo Fonder), proposes the following:
- that Ulf Mattsson shall be appointed chairman of the shareholders’
meeting,
- that the board of directors shall consist of six members, without deputy
members, which is in line with the articles of association which stipulates no
less than three and no more than ten board members,
- that the number of auditors shall be two without deputies,
- that the fee to the members of the board of directors shall be paid out
in a total amount of SEK 2,050,000 (2,400,000), divided so that the chairman of
the board of directors shall receive SEK 500,000 (500,000) and the other board
members who are not employed by the group, shall receive SEK 250,000 (250,000)
each, the chairman of the audit committee shall receive SEK 100,000 (100,000)
and SEK 50,000 (50,000) for each other member of the audit committee who is not
employed by the group, as well as SEK 50,000 (100,000) for the chairman of the
remuneration committee and SEK 25,000 (50,000) for each other member of the
remuneration committee who is not employed by the group,
- that the auditor’s fees shall be paid as per approved current account,
- that the members of the board of directors Ulf Mattsson, Harry
Klagsbrun, Helen Fasth Gillstedt, Erika Henriksson, Silvija Seres and Anders
Bülow are re-elected, while Torbjörn Magnusson has declined re-election,
- that Ulf Mattsson is re-elected as the chairman of the board,
- that EY AB, with Staffan Landén as auditor in charge and Oskar Wall as
personally elected auditor, are re-elected, in accordance with the audit
committee’s recommendation, and
- that the principles for the appointment of the nomination committee are
adjusted, in accordance with the below proposal to the shareholders’ meeting.
A presentation of the individuals proposed by the nomination committee for re
-election is available at https://corporate.academedia.se/en/.
Item 10 – Resolution regarding allocation of the company’s results
The board of directors proposes that there shall be no dividend for 2015/2016
and that the results of the company shall be carried forward.
Item 15 – Resolution on principles for appointing the nomination committee
The nomination committee proposes the following principles for appointing the
nomination committee.
The nomination committee shall comprise one representative for each of the three
largest shareholders based on ownership of the company as per the end of the
financial year’s third quarter. The chairman of the board shall be a co-opted
member (Sw. adjungerad). Should one of the three largest shareholders refrain
from appointing a representative to the nomination committee, the right shall
pass to the shareholder that, excluding these three shareholders, has the
largest shareholding in the company. The chairman of the board of directors
shall convene the nomination committee. The chairman of the nomination committee
shall be the member representing the largest shareholder, unless the nomination
committee unanimously appoints another member.
If the shareholder that appointed a member of the nomination committee is no
longer one of the three largest shareholders and the change occurs after the end
of the third quarter but not later than three months before the annual
shareholders’ meeting, the member appointed by such owner shall offer to leave
the committee and the shareholder that has become one of the three largest
shareholders has the right to appoint a representative to the committee. In the
event that a member leaves the nomination committee before its work is
completed, the shareholder who appointed the member shall appoint a new member.
If this shareholder is no longer one of the three largest shareholders, a new
member is appointed according to the above procedure. Shareholders who have
appointed a representative to the nomination committee have the right to dismiss
such member and appoint a new representative as a member of the committee.
Changes in the nomination committee’s composition shall be announced
immediately. The nomination committee’s term of office shall extend until a new
nomination committee is appointed.
The nomination committee shall perform the duty of the nomination committee in
accordance with the Swedish corporate governance code.
Item 16 – Resolution on guidelines for remuneration to executive management
The board proposes the following guidelines for remuneration to executive
management.
AcadeMedia shall offer remuneration in accordance with market practice which
enables the recruitment and retention of qualified senior executives.
Remuneration within AcadeMedia shall be based on principles of performance,
competitiveness and fairness. The guidelines apply to agreements entered into
following the resolution of the annual shareholders’ meeting and also where
amendments are made to existing agreements after such point in time. For
information on remuneration paid to executive management, please see the annual
report 2015/2016.
Executive management refers to the CEO and the other members of executive
management. The remuneration to executive management may consist of fixed
remuneration, variable remuneration, share and share-price related incentive
programs, pension and other benefits. If local conditions justify variations in
the remuneration principles, such variations may occur.
The fixed remuneration shall reflect the individual’s responsibility and
experience level and shall be reviewed annually. Executive management may be
offered cash bonuses. Variable remuneration paid in cash may not exceed 50
percent of the annual fixed remuneration. Variable remuneration shall be tied to
predetermined and measurable criteria, designed with the aim of promoting the
company’s long-term value creation.
Share and share-price related incentive programs shall, if resolved on, be
decided by the shareholders’ meeting. Pension will, where possible, be premium
-based. For the CEO and other executive managers, the premium may, in situations
where premium-based pension is applicable amount to a maximum of 30 percent of
the fixed salary. The board of directors is entitled to, notwithstanding the
above, offer other solutions which, in terms of cost, are equivalent to the
above.
Between the company and the CEO, the notice period shall be 12 months upon
notice by the company. Upon notice by the CEO, the notice period is six months
or, alternatively, 12 months if the CEO intends to take new employment in a
company engaged in a competing business. For other members of executive
management, notice periods of four to 12 months apply.[*] (http://#_ftn1) During
the notice period, normal salaries shall be paid. Upon notice by the company,
the CEO shall be entitled to a severance pay corresponding to 12 months’ salary.
Others members of executive management may, upon being given notice by the
company, be entitled to severance pay of up to 12 months’ salary. The severance
pay is not vacation or pension qualifying and is normally deductible against
future employment income received during the period when severance pay is paid.
Executive management may be awarded other customary benefits, such as company
car, company health care etc. Such other benefits shall not constitute a
substantial part of the total remuneration.
To the extent a board member conducts work for the company, in addition to the
board work, consulting fees and other compensation for such work may be payable.
The board of directors is entitled to deviate from the guidelines if the board
of directors, in a certain case, determines that there are reasonable motives
for the deviation.
Item 17 – Resolution regarding authorisation for the board of directors to
resolve on share issues
The board of directors proposes that the shareholders’ meeting authorises the
board to resolve, at one or several occasions and for the time period until the
end of the next annual shareholders’ meeting, to increase the company’s share
capital by new share issues, to the extent that it corresponds to a dilution of
not more than 10 percent of the number of shares outstanding at the time of the
shareholders’ meeting’s resolution on the proposed authorisation, after full
exercise of the proposed authorisation.
New share issues may be made with or without deviation from the shareholders’
preferential rights and with or without provisions for contribution in kind, set
-off or other conditions. The purpose of the authorisation is to increase the
financial flexibility of the company and the acting scope of the board. Should
the board resolve on an issue with deviation from the shareholders’ preferential
rights, the reason for this must be to provide the company with new owners of
strategic importance or in connection with acquisition agreements, or,
alternatively, to raise capital for such acquisitions. Upon such deviation from
the shareholders’ preferential rights, the new issue shall be made at market
terms and conditions.
The CEO is authorised to make such minor adjustments to this resolution that may
be necessary in connection with the registration of the authorisation.
____________________
Majority requirements
Resolution in accordance with item 17 above requires approval of at least two
thirds (2/3) of the shares represented and votes cast at the shareholders’
meeting.
Complete proposals
The shareholders are reminded of their right to require information in
accordance with Chapter 7 Section 32 of the Swedish Companies Act. The annual
report and the auditor’s report for the financial year 2015/2016, and other
documentation for resolutions, including the motivational statement from the
nomination committee and the statement from the audit committee pursuant to
Chapter 8 Section 54 of the Swedish Companies Act, will be available for
inspection at the company’s office at Adolf Fredriks Kyrkogata 2, SE-101 24
Stockholm and on the company’s webpage https://corporate.academedia.se/en/, at
the latest on 27 October 2016, and will be sent to shareholders who so request
and state their postal address.
This is a non-official translation of the Swedish original wording. In case of
differences between the English translation and the Swedish original, the
Swedish text shall prevail.
Stockholm, October 2016
AcadeMedia AB (publ)
The board of directors
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[*] (http://#_ftnref1) The conditions may deviate in certain cases where members
of the executive management have joined the group in connection with
acquisitions.
