Notice of Annual General Meeting of AcadeMedia AB (publ)

The shareholders of AcadeMedia AB (publ), reg, no. 556846-0231, with its registered office in Stockholm, are summoned to the Annual General Meeting on Thursday 28 November 2024 at 2 p.m. at AcadeMedia’s head office, Adolf Fredriks Kyrkogata 2, Stockholm. Registration starts at 1 p.m.  

Timeline:

Record Date                                                               20 November 2024

Last day to notify attendance                                                22 November 2024

Last day to re-register nominee-registered shares                          22 November 2024

Date of the Annual General Meeting                                   28 November 2024

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Right to attend the Annual General Meeting

Shareholders who wish to attend the Annual General Meeting must:

• be registered in the share register maintained by Euroclear Sweden AB on Wednesday 20 November 2024, and must also
• notify the company of their intention to attend the meeting, no later than Friday 22 November 2024.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the Annual General Meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB no later than Friday 22 November 2024. The shareholders must advise their nominees well in advance of this date.

Notification of attendance

The notification could be made in writing by post to AcadeMedia AB (publ), c/o Euroclear Sweden, ”AGM”, Box 191, 101 23 Stockholm, or by telephone +46 (0)8 402 92 17, weekdays between 10 a.m. and 4 p.m, or by e-mail to generalmeetingservice@euroclear.com. Shareholders who are physical persons may also submit their notification via the company’s webpage, https://academedia.se/en/about-us/investors/corporate-governance/annual-general-meeting-2024.

The notification must state the shareholder’s name, personal identity number/registration number, shareholding, address, 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 written, 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. A proxy form is available at https://academedia.se/en/about-us/investors/corporate-governance/annual-general-meeting-2024.

The original power of attorney and, if applicable, the certificate of registration, should be sent to the company well in advance of the Annual General Meeting, to the address stated above.

Number of shares and votes

As per the date of this notice there are a total of 101,491,694 ordinary shares outstanding in the company that entitle to one vote per share at the Annual General Meeting. Further, the company holds 205,905 own shares of series C, which entitle to one tenth of a vote per share, which cannot be represented at the Annual General Meeting. Thus, there are a total of 101,697,599 shares and 101,512,284.5 votes in the company, of which 101,491,694 shares and votes can be represented at the Annual General Meeting.

Proposed agenda

1. Opening of the Annual General Meeting
2. Appointment of chairman for the Annual General 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 General 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 for the group
10. Resolution regarding allocation of the company’s results in accordance with the adopted balance sheet

• 10 (a) The Board of Directors’ proposal regarding allocation of the company’s results
• 10 (b) Shareholder’s proposal regarding allocation of the company’s results

11. Resolution regarding discharge of the members of the Board of Directors, the CEO and the deputy 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

• 13.1 (a) The Nomination Committee’s proposal regarding fees to the members of the Board of Directors
• 13.1 (b) Shareholder’s proposal regarding fees to the members of the Board of Directors
• 13.2 The Nomination Committee’s proposal regarding fees to the auditor

14. Election of the members of the Board of Directors and auditors
15. Resolution on adoption of the Board of Directors’ remuneration report
16. Resolution to adopt a long-term incentive program in the form of an issue of warrants
17. The Board of Directors’ proposal on resolution on a voluntary redemption program

• 17 (a) Reduction of the share capital for repayment to the shareholders
• 17 (b) Bonus issue without issuance of new shares

18. Shareholder’s proposal regarding change of company name and logotype
19. Closing of the Annual General Meeting

Items 2, 12, 13.1 (a), 13.2 and 14 – The Nomination Committee’s proposal to the Annual General Meeting 2024

The Nomination Committee of AcadeMedia AB (publ), consisting of Rune Andersson (Mellby Gård and the Chairman of the Nomination Committee), Mats J. Andersson (Nordea Fonder), Ola Wessel-Aas (Taiga Fund Management AS), and Håkan Sörman (Chairman of the Board of Directors, co-opted) proposes the following:

• that Håkan Sörman shall be appointed Chairman of the Annual General Meeting,
• that the Board of Directors shall consist of seven members elected by the Annual General Meeting, without deputy members,
• that the number of auditors shall be one without deputies,
• that the fee to the members of the Board of Directors, for the time until the end of the next Annual General Meeting, shall be paid out in a total amount of SEK 3,445,000 (3,316,000), divided as follows:

• Board of Directors: the Chairman of the Board of Directors shall receive SEK 690,000 (665,000) and the other Board members who are not employed by the group, shall receive SEK 305,000 (295,000) each,
• Audit Committee: the Chairman of the committee shall receive SEK 185,000 (179,000) and SEK 95,000 (90,000) for each other member of the committee who is not employed by the group,
• Remuneration Committee: SEK 80,000 (74,000) for the Chairman of the committee and SEK 40,000 (37,000) for each other member of the committee who is not employed by the group,
• Quality Committee: SEK 120,000 (116,000) for the Chairman of the committee and SEK 60,000 (58,000) for each other member of the committee who is not employed by the group,
• Real Property Committee: SEK 100,000 (95,000) for the Chairman of the committee and SEK 50,000 (47,000) for each other member of the 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 Johan Andersson, Ann-Marie Begler, Jan Bernhardsson, Mikael Helmerson, Hilde Britt Mellbye, Marie Osberg and Håkan Sörman shall be re-elected,
• that Håkan Sörman shall be re-elected as the Chairman of the Board of Directors,
• that PricewaterhouseCoopers AB shall be re-elected as the company’s auditor (choice of firm) with the request that Camilla Samuelsson acts as auditor in charge, which is in accordance with the audit committee’s recommendation.

Presentations of the individuals proposed for election and re-election are available at https://academedia.se/en/about-us/investors/corporate-governance/annual-general-meeting-2024.

Item 13.1 (b) – Shareholder’s proposal regarding fees to the members of the Board of Directors

Tomas Hirsch, shareholder of AcadeMedia, proposes that:

• the fee to the Chairman of the Board of Directors shall correspond to an average salary for an administrative or school manager, i.e. SEK 505 per hour worked,
• the fee to each of the other Board members shall correspond to an average salary for a development manager/expert, i.e. SEK 322 per hour worked, and
• the fee to each member of a Board Committee shall amount to SEK 505 per hour worked.

Item 10 (a) – The Board of Directors’ proposal regarding allocation of the company’s results in accordance with the adopted balance sheet

The Board of Directors proposes to the Annual General Meeting that a dividend of 1.75 SEK per share shall be distributed for the financial year 2023/24. The proposed record date for the dividend is Monday 2 December 2024. If the Annual General Meeting resolves in accordance with the proposal, the dividend is expected to be paid out on Thursday 5 December 2024, through the agency of Euroclear Sweden AB.

Item 10 (b) – Shareholder’s proposal regarding allocation of the company’s results in accordance with the adopted balance sheet

Tomas Hirsch, shareholder of AcadeMedia, proposes to the Annual General Meeting that a dividend of 0 SEK per share shall be distributed for the financial year 2023/24, the money should instead be brought back into the business in order to further improve the education. For example, as an investment in language activities for those who have language difficulties in their school work. 

Item 15 – Resolution on adoption of the remuneration report

The Board of Directors proposes that the Annual General Meeting adopts the Board of Directors’ report on remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act (2005:551).

Item 16 – Resolution to adopt a long-term incentive program in the form of an issue of warrants

The Board of Directors proposes that the annual general meeting resolves to issue not more than 180,000 warrants, within the scope of a long-term incentive program for the group management of the AcadeMedia group in accordance with the following.

In total, the incentive program will encompass not more than 9 individuals. The incentive program entails that the group management of the AcadeMedia group, which have entered into a pre-emption agreement with the company, are offered to acquire warrants at market value according to the Black-Scholes valuation model.

Each warrant shall entitle the holder to subscribe for one new share in the company at an exercise price equal to 110 per cent of the volume-weighted average price of the company’s share during the period of five trading days falling immediately before the offer for subscription of the warrants (the “Offer day”), however as a minimum the quota value of the share. If, at the time of the subscription, the last paid price on Nasdaq Stockholm for the company’s shares on the closing of the stock exchange on the trading day preceding the subscription of the new shares exceeds 200 per cent of the volume-weighted average price for the company’s share during the period of five trading days falling immediately before the Offer day, the exercise price shall be increased with an amount corresponding to an amount of the paid price which exceeds 200 per cent of the mentioned average price. The part of the subscription price that exceeds the shares’ quota value shall be allocated to the free share premium reserve. In accordance with customary conditions, the number of shares that each warrant entitles to will be recalculated should the company resolve on a share split, consolidation of shares, issue, etc.

The warrant holder shall have the right, upon subscription of shares with the exercise of the warrants, to request the application of an alternative exercise model in accordance with the terms and conditions. When applying the alternative subscription model, the subscription price for each share shall be equal to the quota value of the share and the warrants shall entitle the holder to a recalculated number of shares, which, as a starting point, shall be lower. However, the warrants shall not entitle the holder to more than one (1) share per warrant, subject to any recalculation in accordance with the full terms and conditions of the warrants. Assuming that the subscription price for the shares in the company for which warrants entitle to subscription is set at SEK 71.50, and applying the current quota value of approximately SEK 1.05, application of the alternative exercise model would have the following effects in the event of full new subscription on the basis of all 180,000 warrants and full exercise of the alternative exercise model at the share prices for the company’s shares prior to the subscription period indicated below:

Each warrant shall entitle the holder to subscribe for one new share in AcadeMedia AB (publ) during two periods, during two weeks from the day after publication of the interim report for the period 1 July 2027 – 31 December 2027 as well as during two weeks from the day after publication of the interim report for the period 1 July 2027 – 31 March 2028. Should the above-mentioned subscription periods not be applicable, each warrant shall entitle the holder to subscribe for one new share in AcadeMedia AB (publ) during the period 1 March – 15 March 2028 as well as the period 1 June – 15 June 2028.

The price per warrant shall be established by the company, or by an independent appraiser or auditor firm retained by the company, as soon as possible after the average price as referred to above has been established, and correspond to the market value of the warrant calculated in accordance with the Black-Scholes valuation model. The full terms and conditions for the warrants have been resolved by the Board of Directors and are available to the shareholders for inspection in accordance with the below. The exercise price and number of shares that each warrant entitles to subscribe for may be subject to adjustments as set forth in section 8 of the terms and conditions of the warrants.

Subscription of warrants shall take place on a subscription list from the time the price per warrant is established in accordance with the above, however that subscription shall take place no later than 14 February 2025. Payment shall be made in cash no later than 28 February 2025. However, the Board of Directors shall have the right to extend the subscription period and the payment period, respectively.

The company will partially subsidize the participants’ acquisition of warrants. The total subsidy shall, after any payroll tax for the participant, correspond to half of the participant’s investment. The subsidy is paid in half in February 2027 and in half in February 2028.

In addition, the company may further partially subsidize the participants’ acquisition of warrants with an amount corresponding to one quarter of the participant’s investment, after any payroll tax for the participant. The participants’ eligibility for this subsidy is linked to the fulfillment of ESG criteria during the financial year 2026/2027. The ESG criteria are intended to be established by the Board of Directors before the financial year 2026/2027 and be in line with the KPIs that AcadeMedia monitors as part of the sustainability report. The Board of Directors will report on the fulfillment of the criteria and how the criteria have been evaluated in connection with any payment of this subsidy. The subsidy is determined and paid out after the end of the measurement period.

The participant’s eligibility for the subsidies is conditional upon the participant remaining employed at the time of payment of the respective part of the subsidy and not having been notified or having given notice of termination of employment and having maintained his/her holding of warrants subscribed for.

The company shall, in connection with the allocation of the warrants to the participants in the program, and with certain exceptions, reserve a pre-emption right regarding the warrants if the participant’s employment or assignment within the group is terminated or if the participant wishes to transfer its warrants prior to the warrants being exercisable.

The warrants shall otherwise be subject to the terms and conditions set forth in the terms and conditions for the warrants, Appendix 1.

Allocation of warrants

Not more than 9 persons within the group management of the AcadeMedia group shall, provided that they have entered into a pre-emption agreement with AcadeMedia AB (publ), be entitled to subscribe for warrants up to the maximum number of warrants as set out in the allocation below.

Each participant may subscribe for its guaranteed number of warrants as set out in the allocation above. Each participant can apply for over-allotment of the corresponding 100 per cent of the participant’s guaranteed number of warrants to be subscribed, which constitutes each participant’s maximum number of warrants to be subscribed. Over-allotment of warrants is first made to the CEO and is then distributed pro rata based on subscription between the other participants or, if this is not possible, by drawing lots. However, no participant shall receive more than the maximum number of warrants per person as set out above.

Board members shall not be eligible to participate in the incentive program.

Effects on important key ratios and dilution

With an allotment of the maximum number of warrants to be subscribed and full new subscription based on all warrants, 180,000 new ordinary shares can be issued, which corresponds to a dilution of approximately 0.18 per cent of the total number of shares and votes in the company, subject to any recalculation according to the warrant terms. The program thus gives employees the opportunity to increase their ownership in the company by the corresponding figure in the event that the alternative subscription model is not applied in whole or in part. As set out in the table in this proposal, the alternative exercise model entails more limited dilution effects, the extent being dependent on the share price at the end of the program and the number of warrants exercised under that model. Considering shares that can be allotted or issued in accordance with previously implemented incentive programs in the form of share matching program (2021/2025), warrant program (2021/2025) and warrant program (2022/2026) in the company and in accordance with this proposal, the dilution effect is approximately 0.82 per cent of the total number of outstanding shares and votes in the company, based on the number of outstanding shares and votes in the company as of the date of this notice (not taking into account the voluntary redemption program and bonus issue proposed under item 17).

Costs

The warrants will be transferred at market value and, therefore, no social security contributions are to be paid by the group in relation to the issue of the warrants.

The warrant program will incur costs for the subsidies to which the participants are entitled. The total cost of the subsidies, is estimated to amount to a maximum of approximately SEK 1.9 million for the entire term of the warrant program, including social security contributions if all participants remain in the incentive program, taking into account the tax deductibility of the subsidies and social security contributions, based on a warrant value of SEK 4.09 and a subsidy after marginal payroll tax of 55 percent. Taking into account the warrant premiums received, the cost expressed as an effect on equity is estimated to amount to a maximum of approximately SEK 0.8 million.

The warrant value has been estimated based on Black-Scholes’ valuation model, assuming a share price of SEK 65, a risk-free interest rate of 1.65 per cent and a volatility of 25 per cent and dividends in line with consensus estimates among equity analysts.

The rationale for the incentive program

The rationale for the incentive program is to create opportunities to motivate and retain competent employees in the AcadeMedia group as well as to increase the motivation of meeting and exceeding the company’s financial targets. The incentive program has been established as it is deemed desirable for the group management of the AcadeMedia group to be shareholders of the company. The Board of Directors considers that the adoption of the incentive program as described above is in the favor of the group and the shareholders in the company.

Preparation of the proposal

The principles for the incentive program have been prepared by the company’s Board of Directors during September and October 2024 and are mainly based on the programs adopted at the annual general meetings 2021 and 2022. The Board of Directors has subsequently decided to present this proposal to the annual general meeting. Apart from the persons in the group management of the Academedia group who have prepared the matter as instructed by the Board of Directors, no employee who may be covered by the program has participated in the preparation of the terms and conditions.

For a description of the company’s other long-term incentive programs, please see AcadeMedia’s annual report for 2023/2024, page 70 and note K5.

Item 17 – The Board of Directors’ proposal on resolution on a voluntary redemption programme

AcadeMedia has over time achieved a solid financial position as a result of the development efforts and investments made during several years. The board of directors considers that the company’s capital structure is not optimal and therefore proposes a redemption program with a maximum amount of SEK 300 million. The board of directors also considers that a voluntary redemption program is a good option for the shareholders, as each shareholder has the opportunity to choose whether they wish to have shares redeemed or retain their shareholding. The board of directors proposes that the general meeting resolves upon a voluntary redemption program in accordance with items 17 (a) – (b) and all resolutions are proposed to be passed as one resolution.

An information brochure describing the voluntary redemption program in more detail will be presented and made available before the application period commences.

Item 17 (a) – Reduction of the share capital for repayment to the shareholders

The board of directors proposes that the general meeting resolves to reduce the company’s share capital with a maximum of SEK 4,448,348.68 for repayment to the shareholders. The reduction is to be effected by redemption of a maximum of 4,228,820 ordinary shares, each share with a quota value of approximately SEK 1.051913. The reduction is made by way of repayment to the shareholders with a maximum amount of SEK 300 million.

The reduction is to be effected through a voluntary redemption program. For each ordinary share in the company, the shareholder receives one redemption right. All holders of redemption rights receive an equal right to redeem ordinary shares. For shares of series C in the company, no redemption rights are obtained and thus, no right to redeem shares.

The board of directors proposes that the board of directors shall be authorized to establish the record date for allocation of redemption rights, the maximum amount by which the share capital is to be reduced as well as the redemption amount per share and the total amount to be repaid to shareholders (and accordingly, also the redemption ratio, i.e. the number of redemption rights required to redeem one share) and that this will be carried out no later than on the day falling five business days before the record date. The redemption amount may not exceed what is set out above. The part of the redemption amount exceeding the quota value shall be charged to the company’s unrestricted equity according to the balance sheet which is intended to be adopted by the Annual General Meeting on 28 November 2024 in accordance with item 9. The board of directors intends to establish a redemption amount per share which is equivalent to a premium of a maximum of approximately 30 percent above the volume-weighted average share price for the company’s ordinary share on Nasdaq Stockholm during the five trading days preceding the board of directors’ resolution regarding the terms of the voluntary redemption program.

The application period commences on the second trading day after the record date and runs for fourteen calendar days. Customary trading with redemption rights and redemption shares will be organized. Payment of the redemption amount shall be made after the completion of trading in redemption rights and redemption shares, respectively, and after the reduction of the share capital has been registered with the Swedish Companies Registration Office.

Following the effected share capital reduction, the share capital of the company will amount to not less than SEK 102,528,628.32, distributed among not less than 97,468,779 shares, whereof not less than 97,262,874 ordinary shares and not less than 205,905 shares of series C.

According to the annual report for the financial year 2023/2024, which was published on 24 October 2024 and is intended to be adopted by the Annual General Meeting on 28 November 2024 in accordance with item 9 above, the amount available under Chapter 17, Section 3, first paragraph of the Companies Act is SEK 1,708,231,088. Subsequently, the board of directors has proposed an ordinary dividend of SEK 1.75 per share in accordance with item 10 above, but no resolution on value transfer has been adopted.

The board of directors is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 17 (b) – Bonus issue without issuance of new shares

The board of directors proposes that the general meeting resolves on a bonus issue whereby the company’s share capital is increased by SEK 4,448,348.68, by way of transfer of funds from unrestricted equity (according to the balance sheet that is intended to be adopted by the Annual General Meeting on 28 November 2024 in accordance with item 9 above). The bonus issue shall be effected without issuance of new shares.

Following the effected bonus issue, the company’s share capital will amount to not less than SEK 106,976,977, distributed among not less than 97,468,779 shares, whereof not less than 97,262,874 ordinary shares and not less than 205,905 shares of series C.

The resolution shall be effected as soon as possible after registration of the resolution with the Swedish Companies Registration Office.

The board of directors is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

Item 18 – Shareholder’s proposal regarding change of company name and logotype

Tomas Hirsch, shareholder of AcadeMedia, proposes that AcadeMedia AB (publ) shall change its company name to Furtiva Educatione AB (publ), and consequently that the articles of association shall be amended in this part. Furthermore, the shareholder Tomas Hirsch proposes that the company shall change its logotype in connection with the name change.

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Majority requirements

Resolutions in accordance with item 16 above require approval of at least nine-tenths (9/10) of the shares represented and votes cast at the Annual General Meeting. Resolutions in accordance with items 17 (a) and 18 above require approval of at least two-thirds (2/3) of the shares represented and votes cast at the Annual General Meeting.

Complete proposals etc.

Each shareholder is reminded of its right to request 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 2023/24, and other documentation for resolutions, including the statements from the auditor, will be available to the shareholders for inspection at the company’s office at Adolf Fredriks Kyrkogata 2, SE-101 24 Stockholm and on the company’s webpage https://academedia.se/en/about-us/investors/corporate-governance/annual-general-meeting-2024, at the latest on 7 November 2024, and will be sent to shareholders who so request and state their postal address.

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm, October 2024

AcadeMedia AB (publ)

The Board of Directors