Acando will convene an extraordinary general meeting
The board of directors convenes an extraordinary general meeting to be held at 3 pm on Wednesday 15 August 2007 at Salénhuset, Norrlandsgatan 15, Stockholm and proposes a new incentive programme and advances the time for the announcement of the interim report for the second quarter 2007 to 15 August 2007.
The board of directors proposes that Acando implements a share saving programme with a term of slightly more than two and a half years, comprising in total no more than 70 senior managers and other key employees. Participation in the programme assumes an investment of their own in Acando shares and depending on the number of Acando shares in the investment of their own and fulfilment of certain performance conditions, participants may without consideration receive allotments of additional Acando shares. The programme shall comprise in total no more than 1,000,000 shares. The financial exposure that the programme is expected to give rise to is, as a main alternative, proposed to be secured by way of an issue, repurchase and conversion to shares of series B of redeemable and convertible shares of series C, and secondly, if so required, by way of the company entering into an equity swap agreement with a third party.
The board of directors has further resolved to advance the time for the announcement of the company’s interim report for the second quarter 2007 to 15 August 2007.
A new incentive programme
As was evident from the press release on 27 April 2007, the annual general meeting 2007 rejected the board of directors’ proposal for an implementation of a new incentive programme. From the mentioned press release was further evident that the board of directors intended to come back with a new proposal and probably convene an extraordinary general meeting.
The board of directors has since the annual general meeting 2007 consulted Acando’s major shareholders, including those who did not support the board of directors’ previous proposal at the annual general meeting 2007. As a consequence hereof, the board of directors has modified the previous proposal.
The board of directors proposes the implementation of a share saving programme (the ”Programme”) comprising in total no more than 70 senior managers and other key employees in Acando principally domiciled in Sweden. The participants in the Programme will, after a qualification period of slightly more than two and a half years and assuming an investment of their own in Acando shares, be given the opportunity to without consideration receive allotment of additional Acando shares, the number of which will depend partly on the number of Acando shares in the investment of their own, partly on whether certain performance conditions have been fulfilled. The term of the Programme is proposed to be slightly more than two and a half years.
Participation in the Programme assumes that the participant acquires and locks-in to the Programme shares of series B in Acando (“Saving Shares”). For each acquired 1.6 Saving Share the participant is entitled to from Acando or from another company within the Acando group without consideration, after a qualification period of slightly more than two and a half years, receive allotment of one share of series B in Acando (“Matching Share”). Dependent on fulfilment of certain performance conditions, linked to Acando’s earnings per share before taxes but after minority interests for the financial years 2007-2009, the participant is entitled to for each acquired 1.6 Saving Share without consideration receive allotment of an additional number of no more than three shares of series B in Acando (“Performance Share I”, “Performance Share II” and “Performance Share III”). Matching Shares and Performance Shares may be allotted under the Programme during a certain shorter period after the company’s announcement of the interim report for the first quarter 2010.
A prerequisite for the participant’s right to receive allotment of Matching Shares and Performance Shares is that the participant continues to be employed within the Acando group during the whole qualification period and that the participant, during this period, has retained the Saving Shares that have been locked-in to the Programme. A prerequisite to receive allotment of Performance Shares is in addition that the above-mentioned performance conditions are fulfilled.
The Programme shall comprise no more than 250,000 Matching Shares and no more than 750,000 Performance Shares, of which no more than 250,000 shall comprise of each of Performance Share I, Performance Share II and Performance Share III, corresponding to in total no more than 1,000,000 shares of series B in Acando. A resolution on participation in the Programme and the maximum number of Matching Shares and Performance Shares each participant may receive allotment of, will be taken by the board of directors and is intended to occur no later than during October 2007. On that occasion the employee’s performance and position within and importance for the Acando group will, among other things, be taken into consideration.
The CEO will within the Programme be able to acquire no more than 30,000 Saving Shares, other members of the group management or other similar positions (four individuals) each no more than 16,000 Saving Shares, Business Area Managers (five individuals) each no more than 11,200 Saving Shares, a fourth category (approximately eight individuals) each no more than 7,520 Saving Shares and other key individuals (approximately 52 individuals) each no more than 3,760 Saving Shares.
Any resolution on participation in the Programme is conditional upon that it, in the company’s judgement, can be offered with reasonable administrative costs and financial efforts. Prior to the allotment of Performance Shares the board of directors shall assess whether the allotment is reasonable in relation to the company’s financial result, position and development compared with competitors and other circumstances. The participant’s maximum gross profit per Matching Shares and Performance Share shall in that connection be limited to three times the share price of the shares of series B in Acando at the time of the commencement of the qualification period, wherefore the number of Performance Shares that are allotted to the participant may be decreased proportionally in order to achieve the mentioned limitation.
The maximum number of shares of series B in Acando that may be comprised by the Programme amounts to approximately 1.25 per cent of the number of issues shares after dilution and approximately 0.89 per cent of the number of votes after dilution.
In order to implement the Programme in a cost efficient and flexible manner, the board of directors proposes, as a main alternative, that the financial exposure that the Programme is expected to give rise to, is secured by a customary hedging arrangement to secure the arisen obligations. The arrangement includes changes to the articles of association, a directed share issue, an authorisation on a directed offer to acquire shares, a conversion to shares of series B of redeemable and convertible shares of series C and transfers of shares of series B to participants in the Programme. In case the necessary majority – amounting to no less than nine-tenth of both the votes cast and the shares represented at the general meeting – will not be obtained for this hedging arrangement, the board of directors proposes that the financial exposure that the Programme is expected to give rise to is secured by way of the company entering into an equity swap agreement with a third party.
The notice for the extraordinary general meeting will be announced on or about 4 July 2007.
Advanced time for the interim report for the second quarter 2007
For the purpose of giving the shareholders as updated information as possible regarding the company’s result and financial position prior to the resolution on the Programme and the hedging arrangements for this, the board of directors has resolved to advance the time for the announcement of the company’s interim report for the second quarter 2007 to 15 August 2007.
1. The directed share issue, the authorisation on a directed offer to acquire shares and the conversion to shares of series B of redeemable- and convertible shares of series C shall comprise no more than 1,000,000 shares in the company. In respect of the share issue it is proposed that the company’s share capital is increased by SEK 1,250,000.50 by way of an issue of 1,000,000 shares of series C, each share having a quotient value of SEK 1.250000013. The new shares shall – with deviation from the shareholders’ preferential rights – only be subscribed by Nordea Bank AB and the consideration payable for each new share shall be SEK 1.250000013 per share, corresponding to the share’s quotient value. The new shares shall be subscribed and paid for no later than on 31 December 2007, with a right for the board of directors to prolong the time for subscription and payment. Additional information on the hedging arrangement will be evident from the notice of the general meeting and the board of directors’ proposal for a resolution that will be held available as from 1 August 2007.