Notice of annual shareholders’ meeting of AcadeMedia AB (publ)

Thu, Oct 24, 2019 08:00 CET

The shareholders of AcadeMedia AB (publ) are summoned to the annual shareholders’ meeting on Tuesday 26 November 2019 at 2 p.m. at Näringslivets Hus, Storgatan 19, Stockholm. Registration starts at 1 p.m.

Right to attend the shareholders’ meeting

Shareholders who wish to attend the annual shareholders’ meeting must

be registered in the share register maintained by Euroclear Sweden AB on Wednesday 20 November 2019, and must also
notify the company of their intention to attend the meeting, no later than Wednesday 20 November 2019.

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 10 a.m. and 4 p.m. Shareholders who are physical persons may also make their notification on-line via the company’s 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. Information submitted in connection with the notification will be computerised and used exclusively for the annual shareholders’ meeting. See below for additional information on the processing of personal data.

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, where applicable, should be sent to the company at the address mentioned above well in advance of 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 re-register their shares in their own names in order to be entitled to attend the shareholders’ meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB no later than Wednesday 20 November 2019, 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 105,215,643 ordinary shares outstanding for the company that entitle to one vote per share at the shareholders’ meeting. Further, the company holds 248 242 own shares of series C, which entitle to one tenth of a vote per share, which cannot be represented at the shareholders’ meeting. Thus, there are a total of 105,463,885 shares and 105,240,467.2 votes in the company, of which 105,215,643 shares and votes can be represented at the annual shareholders’ meeting.

Proposed agenda

Opening of the annual shareholders’ meeting
Appointment of chairman for the annual shareholders’ meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons who shall approve the minutes
Determination of whether the annual shareholders’ meeting was duly convened
Presentation by the CEO
Submission of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the group
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
Resolution regarding allocation of the company’s results in accordance with the adopted balance sheet
Resolution regarding discharge of the members of the board of directors and the CEO from liability
Determination of the number of members of the board of directors and the number of auditors
Determination of fees for members of the board of directors and auditors
Election of the members of the board of directors and auditors
Resolution on principles for appointing the nomination committee
Proposal from the board of directors to resolve on guidelines for remuneration to senior executives
Proposal from the board of directors to resolve to authorise the board of directors to resolve to issue new ordinary shares
Closing of the annual shareholders’ meeting

Items 2 and 12-14 – The nomination committee’s proposal to the annual shareholders’ meeting 2019

The nomination committee of AcadeMedia AB (publ), consisting of Rune Andersson (Mellby Gård and the chairman of the nomination committee), Erik Durhan (Nordea Fonder), Malin Björkmo (Handelsbanken Fonder) and Anders Bülow (chairman of the board of directors, co-opted) proposes the following:

that Anders Bülow shall be appointed chairman of the shareholders’ meeting,
that the board of directors shall consist of six members elected by the shareholders’ 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 shareholders’ meeting, shall be paid out in a total amount of SEK 2,573,000 (2,750,000), divided so that the chairman of the board of directors shall receive SEK 600,000 (600,000) and the other board members who are not employed by the group, shall receive SEK 263,000 (250,000) each, the chairman of the audit committee shall receive SEK 158,000 (150,000) and SEK 79,000 (75,000) for each other member of the audit committee who is not employed by the group, SEK 65,000 (50,000) for the chairman of the remuneration committee and SEK 33,000 (25,000) for each other member of the remuneration committee who is not employed by the group, as well as SEK 105,000 (100,000) for the chairman of the quality committee and SEK 53,000 (50,000) for each other member of the quality 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, Anders Bülow, Anki Bystedt, Pia Rudengren, Silvija Seres och Håkan Sörman are re-elected,
that Anders Bülow is elected as the chairman of the board,
that PricewaterhouseCoopers AB is re-elected as the company’s auditor (choice of firm) with the request that Patrik Adolfsson acts as auditor in charge, which is in accordance with the audit committee’s recommendation, and
that the principles for the appointment of the nomination committee shall remain unaltered, in accordance with the separate proposal to the annual shareholders’ meeting.

Presentations of the individuals proposed for re-election are available at https://corporate.academedia.se/en/ under Annual General Meeting 2019.

Item 10 – Resolution regarding allocation of the company’s results in accordance with the adopted balance sheet

The board of directors proposes to the annual shareholders’ meeting that a dividend of 1.25 SEK per share shall be distributed for the financial year 2018/19. The proposed record date for the dividend is Thursday 28 November 2019. If the annual shareholders’ meeting resolves in accordance with the proposal, the dividend is expected to be paid out on Tuesday 3 December 2019, through the agency of Euroclear Sweden AB.

Item 15 – Resolution on principles for appointing the nomination committee

The nomination committee proposes that the current principles for appointing the nomination committee shall be left unchanged for the financial year 2019/20. The principles are the following:

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 as it appears in Euroclear’s ownership list. 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 31 August, 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 shall be appointed in accordance with 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 senior executives

The board of directors proposes that the current guidelines for remuneration to senior executives shall be left unchanged for the financial year 2019/20, which are those described below.

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 senior executives, please see the annual report 2018/19.

The guidelines are the following:

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.

Senior executives include the CEO and the other members of group management. The remuneration to senior executives 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. Senior executives may be offered variable remunerations. 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 upon, 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 senior executives, notice periods of four to 12 months apply[1]. 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. Other senior executives 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.

Senior executives 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 issues of ordinary shares

The board of directors proposes that the annual 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 issues of ordinary shares, to the extent that it corresponds to a dilution of not more than 5 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 issues of ordinary shares 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. This authorisation to issue new shares may not be used for incentive programs in the company.

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 etc.

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 2018/19, and other documentation for resolutions, including the statement from the auditor pursuant to Chapter 8 Section 54 of the Swedish Companies Act 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://corporate.academedia.se/en/, at the latest on 5 November 2019, 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.

N.B. 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 2019

AcadeMedia AB (publ)

The board of directors

[1] The conditions may deviate in certain cases where senior executives have joined the group in connection with acquisitions.