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 Tuesday 20 november 2018 at 16.00 at Internationella Engelska Skolan in Kista, Isafjordsgatan 39, Kista.

Notification, etc.
Shareholders who wish to participate at the meeting must:
firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of Wednesday 14 November 2018; and

secondly notify the company of their participation in the meeting no later than Wednesday 14 November 2018. The notification shall be in writing to Nytorpsvägen 5B, SE-183 71 Täby or by email to agm@engelska.se. 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 Wednesday 14 November 2018, when such re-registration must have been completed.

Proxy, etc.
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 www.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.

Proposed agenda

1. Election of a chairman at the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes of the meeting;
5. Determination of whether the meeting was duly convened;
6. Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group;
7. Resolutions regarding the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
8. Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
9. Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. Determination of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors;
11. Determination of fees for members of the board of directors and auditors;
12. Election of the members of the board of directors and deputy members and auditors and deputy auditors;
13. Proposal for principles for how the nomination committee is appointed;
14. The board of directors’ proposal for guidelines for remuneration for members of management;
15. The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares;
16. The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer own shares;
17. 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 Bock Senior Capital Investors S.à.r.l.), Hans Bergström (elected by Greenbush Förvaltnings AB), Jan Hummel (elected by Paradigm Capital Value Fund SICAV) 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 seven 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 Gunilla Carlsson 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 Birker B. Bahnsen, Cecilia Marlow, Maria Rankka and Gunilla Carlsson are re-elected and Brian Hatch, Peter Wikström and Lars Strannegård are elected members of the board of directors, all for the period up until the end of the next annual general meeting. Election of Birker B. Bahnsen 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).

Brian Hatch
Brian Hatch, born in 1981 and an Irish citizen, is a partner and Head of Research at Paradigm Capital AG, an investment advisor with a strong focus on small- and mid-cap companies in the Nordics. Brian earned a Master of Business Administration from Columbia Business School, New York, and BA from Trinity College, Dublin. He previously worked at JP Morgan Chase in New York where he was a Vice President and prior to this he worked at Citigroup in London and New York.

Peter Wikström
Peter Wikström, born in 1975 and a Swedish citizen, is the Head of M&A at A.P. Moller-Maersk since 2016. He previously worked for many years at SEB with financing and M&A and in 2012 he headed the SEB team which supported Barbara Bergström during the process of selling part of IES to TA Associates. During 2013-2015 Peter lived and worked in China, executing M&A transactions for the Chinese investment bank China International Capital Corporation. Peter Wikström holds a Master’s degree in International Business Administration from Lund University.

Lars Strannegård
Lars Strannegård, born in 1969 and a Swedish citizen, is president of the Stockholm School of Economics, a position he has held since 2014, after two years as vice chancellor. Since 2010, he holds the Bo Rydin and SCA Chair in Business Administration, with an emphasis on leadership. Between 2006-2009 Lars was a professor at Uppsala University. He earned his doctorate at the University of Gothenburg in 1998, with the dissertation Green Ideas in Business. Lars Strannegård also has broad cultural interests and is, among other things, a board member of the Swedish Film Institute.

The nomination committee’s proposal for principles for how the nomination committee is appointed (item 13)
The nomination committee proposes that the annual general meeting shall resolve on principles for how the nomination committee is appointed and that the following shall apply until a general meeting resolves otherwise.

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 March, 31, 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 21,941,379 and the company’s accumulated results, SEK 376,121,610, in total SEK 398,062,989.

The board proposes that the funds at the meeting’s disposal shall be carried forward and that no dividends are paid out for the financial year 2017/2018.

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. Pension shall be based on the ITP system or, if placed outside of the ITP system, be premium based. Premium based pension shall amount to no more than 30 percent of the base salary. 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:

1. 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.
2. 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:

1. Transfer of shares shall take place on Nasdaq Stockholm.
2. 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.
3. 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.
4. 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.
5. 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.

Miscellaneous
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.

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/privacy-notice-boss.pdf.
    
   
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 30 October 2018 be available at the company’s office, Nytorpsvägen 5B, SE-183 71 Täby and at the company’s webpage, http://corporate.engelska.se/, and be sent to shareholders that so request and inform the company of their postal address.
    
   
Stockholm, October 2018

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
e-mail: johan.hahnel@engelska.se

The information was submitted for publication, through the agency of the above contact, at 15:00 p.m. CEST on 19 October 2018. 
   
   
About IES

Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 25,600 students at 36 schools at the beginning of the academic year 2018/19 and 1,800 students in our fully owned schools in Spain. IES operates schools for students in grades F-12. Its main focus is grades 4-9, what is often called “middle school.” Within the compulsory school system in Sweden, IES is the leading independent operator, with nine of the ten largest free schools. IES’s results on the national tests in grade 9 are far above average in Sweden. Internationella Engelska Skolan was founded in 1993 and is in its 26th year of operation. Throughout this period, its schools have been defined by the three core convictions of its founder, Mrs. Barbara Bergström:

• A safe and orderly school environment, where teachers can teach and students learn.
• Commanding the English language—the key to the world.
• High academic expectations and ambitions.

Up to half of the teaching in IES schools is in English, by native English speaking teachers. Over 700 teachers with qualified foreign teaching degrees are currently teaching in IES schools. They are mainly recruited from Canada, USA, UK and South Africa.

IES’s student base is in high growth. Over the past ten years, total operating income has increased organically by an average of 19% per year. In the most recent financial year 2017/18, which concluded on 30 June 2018 total operating income was MSEK 2,347.9, an increase of some 15% year on year. As of 30 June 2018, there were approximately 190,000 applications in the waiting list to secure a place for the current and forthcoming years.

Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap, with the ticker ENG, since the end of September 2016. The largest (indirect) 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. At the end of June 2018, the largest shareholders also included Paradigm Capital, investment company Öresund, Swedbank Robur fonder, the Third Swedish National Pension Fund, SEB fonder and AMF Försäkring & Fonder (owned jointly by LO, The Swedish Trade Union Confederation and the Confederation of Swedish Enterprise).

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