Notice to annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ)
The shareholders in Internationella Engelska Skolan i Sverige Holdings II AB (publ) are hereby summoned to an annual general meeting to be held on 17 november 2017 at 16.00 at the premises of Internationella Engelska Skolan in Kista, Isafjordsgatan 39, Kista.
Shareholders who wish to participate at the meeting must:
firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of Friday 10 November 2017 (record date Saturday 11 November 2017) ; and
secondly notify the company of their participation in the meeting no later than Monday 13 November 2017. The notification shall be in writing to Nytorpsvägen 5B, 183 53 Täby or by email to firstname.lastname@example.org. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and information about any assistants and, where applicable, representatives. When applicable, complete authorisation documents, such as powers of attorney for representatives, registration certificates or corresponding documents, shall be appended to the notification.
Nominee registered shares
Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate at the meeting. Shareholders wishing such re-registration must inform their nominee of this well before Friday 10 November 2017 (record date Saturday 11 November 2017), when such re-registration must have been completed.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate should be submitted to the company by mail at the address set forth above well in advance of the general meeting. The form to use for a power of attorney can be found on corporate.engelska.se.
Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Number of shares and votes
There are a total of 40,050,000 shares, with one vote per share, in the company as of the date of this notice.
- Election of a chairman at the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting was duly convened;
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group;
- Resolutions regarding the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
- Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
- Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- Determination of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors;
- Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors and deputy members and auditors and deputy auditors;
- Proposal for principles for appointment of a nomination committee for the annual general meeting 2018;
- The board of directors’ proposal for guidelines for remuneration for members of management;
- The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares;
- The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer own shares;
- Closing of the meeting.
The nomination committee’s proposals
Proposal regarding the chairman of the annual general meeting, the number of members of the board of directors and deputy members, the number of auditors and deputy auditors, fees to the board of directors and auditors, and election of members of the board of directors and deputy members, as well as election of auditors and deputy auditors (items 1 and 10-12)
The nomination committee, consisting of Birker B. Bahnsen (elected by Internationella Engelska Skolan i Sverige Holdings I AB), Öystein Engebretsen (elected by Investment AB Öresund), Marianne Flink (elected by Swedbank Robur Fonder) and Per Båtelson (chairman of the board of directors), has submitted the following proposals:
- that Per Båtelson is elected chairman of the annual general meeting (item 1).
- that the board of directors shall consist of six ordinary members, with no deputy members and that the company shall have one auditor, with no deputy auditors (item 10).
- that the fees to the board of directors shall amount to SEK 1,350,000 to be allocated as follows. SEK 500,000 to the chairman and SEK 250,000 to each of the other board members not employed by the company, elected by the general meeting. Birker B. Bahnsen and Barbara Bergström have voluntarily abstained from receiving any remuneration. Fees for work in the committees shall be SEK 100,000, allocated to the chairman of the audit committee. It is proposed that auditor fees shall be paid against approved accounts (item 11).
- that the board members Per Båtelson, Birker B. Bahnsen, Barbara Bergström and Cecilia Marlow are re-elected and Maria Rankka and Gunilla Carlsson are elected members of the board of directors, all for the period up until the end of the next annual general meeting. Re-election of Per Båtelson as chairman of the board. Re-election of the accounting firm Ernst & Young Aktiebolag as auditor for the time until the end of the next annual general meeting (item 12).
Maria Rankka is a Swedish citizen born in 1975. Since 2010, Maria Rankka has been the CEO of the Stockholm Chamber of Commerce, one of Sweden’s leading business organizations. Prior to joining the Stockholm Chamber of Commerce, she was the CEO of Timbro (2006-2010), a free market think tank. Maria was also a consultant, and later on partner, of the public relations firm Prime (1999-2004). Maria Rankka has a bachelor’s degree in political science from Uppsala University (1996) and completed the Stanford Executive Program at Stanford Graduate School of Business in 2013.
Gunilla Carlsson is a Swedish citizen born in 1963. She has extensive board experience and is currently a member of the board of directors of Tundra Fonder, NGS Group AB (publ) and Boxholms Skogar AB. She serves as vice chairman of the board of directors of the Global Vaccine Alliance (GAVI) as well as being chairman of the board of directors of Kolmårdens insamlingsstiftelse. Since 2015, Gunilla has been an advisor to the African Development Bank. Prior to her current undertakings, she was a member of Sweden’s parliament (2002-2013) as well as the European parliament (1995-2002). Furthermore, she was a minister for International Development Cooperation during 2006-2013 and was also deputy chairman of the Prime Minister’s party, Moderaterna. Gunilla graduated from S:t Lars skola in Linköping, specializing in accounting/auditing (1983) and has extensive experience of Internationella Engelska Skolan as a committed parent.
The nomination committee’s proposal for principles for appointment of a nomination committee for the annual general meeting 2018 (item 13)
The nomination committee proposes that the annual general meeting shall resolve on principles for appointment of a nomination committee for the annual general meeting 2018 in accordance with the following.
The nomination committee shall be composed of one representative of each of the three largest shareholders, based on ownership in the company as listed in the share register maintained by Euroclear Sweden as of the expiry of the third quarter of the financial year, together with the chairman of the board of directors. Should any of the three largest shareholders renounce its right to appoint one representative to the nomination committee, such right shall transfer to the shareholder who then in turn, after these three, is the largest shareholder in the company. The chairman of the board of directors shall convene the nomination committee. The member representing the largest shareholder shall be appointed chairman of the nomination committee, unless the nomination committee unanimously appoints someone else.
Should a shareholder, having appointed a representative to the nomination committee, no longer be among the three largest shareholders at a point in time falling three months before the annual general meeting at the latest, the representative appointed by such shareholder shall resign and the shareholder who is then among the three largest shareholders shall have the right to appoint one representative to the nomination committee. Unless there are special reasons, no changes shall occur in the nomination committee’s composition in the event of marginal change in the voting power.
Should a change in the ownership occur during the three month period prior to the annual general meeting, the already established composition of the nomination committee shall remain unchanged. Should a member resign from the nomination committee before his or her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the nomination committee shall have the right to discharge such representative and appoint a new representative.
If changes occur to the composition of the nomination committee it shall be announced immediately. The term of the office for the nomination committee ends when the next nomination committee has been appointed. The nomination committee shall carry out its duties as set out in the Swedish Code of Corporate Governance.
Remuneration shall not to be paid to the members of the nomination committee. The Company is, however, to pay any necessary expenses that the nomination committee may incur in its work.
The board of directors’ proposals
Allocation of the company’s profits or losses in accordance with the adopted balance sheet (item 8)
The funds at the meeting’s disposal consists of the profit of the year, SEK 61,928,797 and the company’s accumulated results, SEK 359,849,813, in total SEK 421,778,610.
The board proposes that the funds at the meeting’s disposal, SEK 421,778,610, shall be allocated as dividends to the shareholders of SEK 1.14 per share, in total SEK 45,657,000, and that the remaining unrestricted equity, SEK 376,121,610, is carried forward. Tuesday 21 November 2017 is suggested as record day for dividends. If the meeting adopts a resolution in accordance with the proposal, the dividend is estimated to be paid through Euroclear Sweden on Friday 24 November 2017.
The board of directors’ proposal for guidelines for remuneration for members of management (item 14)
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for the remuneration of the members of management.
Internationella Engelska Skolan should offer overall compensation at market level that enables the hiring and retention of qualified senior managers. Compensation within Internationella Engelska Skolan should be based on principles of performance, competitiveness and fairness. There will be no variable compensation. Share-based incentive programs are resolved by the general meeting following a proposal by the board of directors.
The board of directors is entitled to depart from these guidelines in special circumstances. In the event of any major departure, the shareholders will be informed of the reason at the following annual general meeting.
The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares (item 15)
The board of directors proposes that the annual general meeting authorises the Board of Directors to, on one or several occasions, prior to the next annual general meeting, with or without deviating from the shareholder’s preferential rights, resolve to issue new shares. The Board of Directors shall have the right to resolve that shares shall be paid for in kind or on conditions set out in Chapter 2 Section 5 Paragraph 1 – 3 and 5 of the Swedish Companies Act or that shares shall be subscribed for by way of set-off. The Board of Director’s resolution to issue new shares may increase the company’s share capital 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 notice of the annual general meeting, after full exercise of the proposed authorisation. The purpose of the authorisation is to, in a fast and efficient way, enable financing of the Company’s operations, acquire companies, businesses or parts thereof or broadening the ownership structure of the Company. The Board of Directors shall have the right to resolve on further conditions that may be suitable and/or necessary in order to perform the issues.
The reason for authorising the board to deviate from shareholders’ preferential rights is to enable the Company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof and to enable a broadening of the ownership of the Company.
The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer of own shares (item 16)
The board of directors proposes that the annual general meeting authorises the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, own shares in accordance with the following:
- Repurchase shall at a maximum comprise so many shares that the company’s holding does not at any time exceeding 10 per cent of the total number of shares in the company.
- Repurchase may only take place on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.
The purpose of the authorisation to repurchase own shares is to promote efficient capital usage in the company and to enable the board to finance acquisitions with own shares. The board of directors also proposes that the annual general meeting authorizes the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares, in accordance with the following:
- Transfer of shares shall take place on Nasdaq Stockholm.
- Transfers may also be made in other ways, with or without preferential rights for the shareholders, against cash payment or against payment through set-off or in kind, or otherwise on special conditions.
- Transfers of own shares may be made of up to such number of shares as is held by the company at the time of the board of director's resolution regarding the transfer.
- Transfer of shares on Nasdaq Stockholm may only be carried out at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.
- Upon transfers carried out in other ways than on Nasdaq Stockholm, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice.
The purpose of the authorization to transfer own shares is to enable the board to finance acquisitions with own shares.
A resolution in accordance with the board’s proposal under item 15 and 16 shall only be valid where supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
The nomination committee’s proposals under items 1, 10-13, and the board of directors’ proposal under items 8, 14-16 above will no later than 27 October 2017 be available at the company’s office, Nytorpsvägen 5B, 183 53 Täby and at the company’s webpage, corporate.engelska.se, and be sent to shareholders that so request and inform the company of their postal address.
Stockholm, October 2017
Internationella Engelska Skolan i Sverige Holdings II AB (publ)
The board of directors
For more information, please contact:
Johan Hähnel, IES’s IR Manager
Tel: +46 (0)70 605 6334
The information was submitted for publication, through the agency of the above contact, at 8:00 a.m. CEST on 17 October 2017
Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 24,000 students in 34 schools in the academic year 2017/18. IES provides schooling from year 1 of grade schooling up to and including the third year of senior high school. Its main focus is on grades 4 - 9, known internationally as middle school. Within the compulsory school system in Sweden, IES is the leading independent provider with nine of the ten largest independent schools. IES schools’ results in yearly grade nine national tests are consistently well above the average of Sweden’s schools.
Internationella Engelska Skolan was founded in 1993 and is currently in its 24th financial year. During all these years, the schools have featured the three central pillars of what we offer students, as set out by the organization’s founder Barbara Bergström:
- A safe and orderly environment, where teachers can teach and students learn.
- To command the English language – the key to the world.
- Students should face high academic expectations and targets.
Up to half of education is conducted in English, by teachers whose native language is English. Over 700 teachers qualified in foreign countries—mainly Canada, the US, the UK and South Africa—teach in IES schools.
The student body has expanded strongly. Revenue received has traced yearly organic growth averaging 19% in the past 10 years. In the most recent financial year 2016-2017 that concluded on 30 June 2017, revenue received was SEK 2,043 m, an increase of some 13% on the previous year. As of 30 June 2017, there were approximately 144,000 applications in the waiting list to secure a place for the current and forthcoming year.
Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap with the ticker ENG since the end of September 2016. The largest shareholders of IES are TA Associates of the US, which has close affiliations to leading universities and foundations in the US, and IES’s founder Barbara Bergström. Other major shareholders as of the end of April 2017 were Swedbank Robur Funds, investment company Öresund, Norron Asset Management, the Third Swedish National Pension Fund, and AMF Försäkring & Fonder (owned jointly by LO, The Swedish Trade Union Confederation and the Confederation of Swedish Enterprise).