Press release from annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ) on 17 November 2017
At the annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ) in Stockholm today the shareholders resolved upon the following:
Approval of income statement and balance sheet for the financial year 2016/2017 and discharge from liability
The annual general meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2016/2017, and the members of the board and the managing director were discharged from liability for the financial year 2016/2017.
Allocation of profit or loss
The annual general meeting resolved, in accordance with the board’s proposal, that the funds at the meeting’s disposal should be allocated so that SEK 421,778,610 is 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 was resolved as record day for dividends.
Election of board members, auditors, fees to the board of directors and auditors
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be six without deputy members, and that the company shall have one auditor, with no deputies.
In accordance with the nomination committee’s proposal, Per Båtelson, Birker B. Bahnsen, Barbara Bergström (deputy chairman) and Cecilia Marlow were re-elected as board members and Maria Rankka and Gunilla Carlsson were elected as board members for the time until the end of the next annual general meeting. Per Båtelson was re-elected as chairman of the board. The accounting firm Ernst & Young Aktiebolag was elected as auditor, and it was noted that the authorised public accountant Daniel Öberg will be auditor in charge.
The annual general meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to board shall be SEK 1,350,000 in total, allocated as follows: SEK 500,000 shall be paid to the chairman of the board and a fee of SEK 250,000 shall be paid to each of the other board members not employed by the company. Fees for committee work shall be paid with SEK 100,000 to the chairman of the audit committee. Birker B. Bahnsen and Barbara Bergström voluntarily abstained from receiving any remuneration. The annual general meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.
Guidelines for remuneration for members of management
The annual general meeting resolved to adopt guidelines for remuneration of members of management in accordance with the board’s proposal. In short, the guidelines state that remuneration to members of management of 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.
Nomination committee for the annual general meeting 2018
The annual general meeting resolved to, in accordance with the nomination committee’s proposal, adopt principles for the appointment of the nomination committee for the annual general meeting 2018. In short, 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.
Authorisation to issue new shares
The annual general meeting resolved to, in accordance with the board’s proposal, authorise the board to resolve - at one or several occasions and for the time period until the next annual general 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 notice of the annual general meeting. 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.
Authorisation to repurchase and transfer the company’s own shares
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, on one or several occasions until the next annual general meeting, repurchase and transfer the company’s own shares. Repurchase may only take place on Nasdaq Stockholm and only at a price per share within the price range applicable. Transfer of shares shall take place on Nasdaq Stockholm and 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.
Additional information from the annual general meeting
The presentation made by CEO Fredrik Åkerman at the annual general meeting is also available on Internationella Engelska Skolan’s website, www.engelska.se. Minutes from the annual general meeting will be made available on Internationella Engelska Skolan’s website no later than two weeks after the annual general meeting.
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 19.30 p.m. CET on 17 November 2017
Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 24,000 students in 34 schools at the beginning of the academic year 2017/18. 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 25th 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 environment, in which teachers can teach and students learn.
- To command the English language—the key to the world.
- High academic expectations and aspirations.
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 2016/17, which concluded on 30 June 2017, total operating income was MSEK 2,043.3, an increase of some 13% year on year. As of 30 September 2017, there were approximately 154,000 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. Other major shareholders as of the end of September 2017 include Swedbank Robur fonder, 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).