NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN INSTALCO INTRESSENTER AB (PUBL)
Office translation – this document is an office translation of a notice originally drafted in Swedish. In the event of discrepancy between this English version and the Swedish version, the Swedish version shall prevail.
The shareholders of Instalco Intressenter AB, reg. no 559015-8944, are hereby given notice to attend the annual general meeting to be held on Wednesday the 8thof May 2019 at 5:00 p.m. at Venue 81, Drottninggatan 81 in Stockholm. Registration for the meeting commences at 4:30 p.m.
Shareholders who wish to participate in the meeting must be registered in the shareholders’ register, kept by Euroclear Sweden AB, on the record day, Thursday the 2nd of May 2019, and must notify the company of their attendance and, if applicable, any assistants, no later than the same day (2nd of May 2019) either by regular mail to Instalco Intressenter AB, “Annual General Meeting 2019”, Lilla Bantorget 11, SE-111 23 Stockholm or by e-mail to firstname.lastname@example.org.
The registration shall include full name, personal identification or corporate registration number, address, day time telephone number and, if applicable, information regarding the shareholder’s representatives, proxies or assistants. A shareholder may only have two assistants attending the annual general meeting. In order to facilitate the entry to the meeting, the registration shall, if applicable, be accompanied by relevant powers of attorney, registration certificates and other authorization documents.
Personal data obtained from the share register, as kept by Euroclear Sweden AB, the registrations and any attendance at the general meeting, including any information regarding representatives, proxies and assistants, will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
NOMINEE REGISTERED SHARES
Shareholders who have their shares registered in the name of a nominee or private broker must request a temporary entry in the shareholders’ register, as kept by Euroclear Sweden AB, to be entitled to participate at the annual general meeting. The shareholder must inform the nominee well in advance of the 2nd of May 2019, which is the latest time when the entry of the register must have been made. Such registration may be temporary.
Any shareholder who is to be represented by proxy shall issue a written power of attorney which shall be dated and duly signed by the shareholder. If the power of attorney is to be issued by a legal entity, the registration certificate of the entity shall be enclosed to the power of attorney, or, if a registration certificate is not available, an equivalent document of authorization. A power of attorney is valid one year from the issue date or for such longer period as specified in the power of attorney, however not longer than five years. Power of attorney forms are available on the company’s website, www.instalco.se, for those shareholders who wish to participate at the general meeting by proxy. Please note that the original power of attorney shall be presented at the general meeting in addition.
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to confirm the minutes
- Determination as to whether the meeting has been duly convened
- The CEO’s statement
- Presentation of the annual report and the audit report, and the consolidated accounts and the group’s audit report
- Resolution regarding the adoption of the income statement and the balance sheet, and the consolidated income statement and consolidated balance sheet
- Resolution regarding the allocation of the company’s profit according to the adopted balance sheet
- Resolution regarding discharge of liability for the members of the board of directors and the CEO
- Determination of number of board members and the number of auditors and, if applicable, deputy auditors
- Determination of remuneration for the board members and the auditors
- Election of board members, chairman of the board, auditors and, if applicable, deputy auditors
- Resolution on guidelines for remuneration to the senior management
- Resolution on principles for the appointment of, and instructions for, the nomination committee
- Resolution to change the company name and amend the company’s articles of association
- Resolution to grant the board of directors an authorization to purchase and sell the company’s own shares
- Resolution to grant the board of directors an authorization to issue new shares
- Closing of the meeting
THE NOMINATION COMMITTEE’S PROPOSAL
The nomination committee, established in accordance with the resolution made at the annual general meeting the 8th of May 2018, consisting of Krister Hansen (appointed by Per Sjöstrand), Helen Fasth Gillstedt (appointed by Handelsbanken Fonder), Magnus Skåninger (appointed by Swedbank Robur Fonder) and the chairman of the board of directors, Olof Ehrlén, has presented the following proposal. The nomination committee’s reasoned opinion is available on the company’s website, www.instalco.se.
Item 1. Election of chairman of the meeting
The nomination committee proposes that Olof Ehrlén is elected as chairman of the meeting.
Item 11-13. Election of, and remuneration for, the board of directors and the auditor
The nomination committee proposes that the board of directors shall be composed of six (6) ordinary members without deputy directors for the period ending at the next annual general meeting and that the following persons shall be elected as ordinary board members: Olof Ehrlén, Johnny Alvarsson, Carina Qvarngård, Carina Edblad, Per Leopoldsson and Camilla Öberg. Thus, the nomination committee proposes re-election of all ordinary board members. Furthermore, the committee proposes that Olof Ehrlén is re-elected as chairman of the board of directors. Information regarding the education, past work experience, assignments in the company and other important assignments etc. of the proposed board members can be found in the nomination committee’s reasoned opinion presented on the company’s website, www.instalco.se.
The nomination committee proposes that remuneration to the board of directors for the next term of office shall amount to SEK 2,000,000, of which SEK 500,000 shall be paid to the chairman of the board and SEK 250,000 to each of the other members, which corresponds to the remuneration of the previous term.
Furthermore, the nomination committee proposes that remuneration to the audit committee of the board of directors for the next term of office shall be SEK 150,000 to the chairman and SEK 50,000 to each of the other members. No extra remuneration is proposed to the remuneration committee.
The nomination committee proposes that a registered auditing firm shall be elected as the auditor of the company and that remuneration shall be paid in accordance with approved invoices. The nomination committee proposes that the registered auditing firm Grant Thornton Sweden AB shall be re-elected as the auditor of the company. The registered auditing firm has informed that authorized public auditor Camilla Nilsson will be appointed as auditor-in-charge in case of re-election. The current auditor-in-charge, Jörgen Sandell, is retiring.
Item 15. Resolution on principles for the appointment of, and instructions for, the nomination committee
The nomination committee does not propose any changes to the principles for the appointment of, and instructions for, the nomination committee which are in force until further notice as resolved by the annual general meeting held on 8th of May 2018.
In essence, the resolution in force stipulates that the nomination committee shall consist of the chairman of the board and three members appointed by the three shareholders holding the largest number of votes at the end of the third quarter each respective year. If any shareholder waives its right to appoint a member of the nomination committee, the right shall pass on to the next shareholder in line by number of votes and so on. The names of the members of the nomination committee together with the names of the shareholders who have appointed them shall be made public no later than six months ahead of the annual general meeting. The nomination committee elects its chairman. The chairman of the board may not be the chairman of the nomination committee. If any member resigns from the nomination committee before its term of office has ended, and the nomination committee considers a need for the resigned member to be replaced, a replacement shall be appointed by the same shareholder who appointed the resigned member, or, if such shareholder does no longer holds the largest number of votes, by such shareholder who does. If a shareholder who has appointed a member substantially reduces its holdings in the company, and if the nomination committee does not find it inappropriate considering the need for continuity for the forthcoming annual general meeting, the member elected by such shareholder shall resign from the nomination committee and the nomination committee shall, thereafter, offer the shareholder holding the largest number of votes and has previously appointed a member, to appoint a member. Further to the aforementioned, the nomination committee shall, in general, have such composition and carry out such tasks as provided for by the Swedish Corporate Governance Code. The members of the nomination committee shall not receive any remuneration from the company. Any costs arising in connection with the work of the nomination committee shall be paid by the company, provided such costs have been approved by the chairman of the board. The entire resolution in force, which is proposed to stay in force, will be made available in accordance with the section “Documents” presented below.
PROPOSALS BY THE BOARD OF DIRECTORS
Item 9. Resolution regarding the allocation of the company’s profit according to the adopted balance sheet
The board of directors proposes a dividend amounting to SEK 1.50 per share, and that the remaining balance is to be carried forward. The proposed record date for receipt of dividends is the 10th of May 2019. Consequently, dividends are expected to be paid via Euroclear Sweden AB on the 15th of May 2019.
Item 14. Resolution on guidelines for remuneration to the senior management
The board of directors proposes that the annual general meeting resolves on guidelines for remuneration and other terms of employment for senior management with, essentially, the following content (corresponding to the guidelines adopted at the annual general meeting held on 8th of May 2018). The basic principle is that remuneration and other terms of employment must be market-conforming and competitive to ensure that the group can attract and retain competent senior management in the company at reasonable costs. Remuneration shall comprise fixed remuneration, variable remuneration, pension, and other benefits. Variable remuneration shall be paid in cash and shall be calculated on the fulfilment of targets within the individual’s area of responsibility (group or business area) and be aligned with shareholders' interests. Variable remuneration shall be pensionable unless otherwise agreed, and correspond to a maximum of 50 percent of the fixed annual salary for the CEO and other senior executives. Pension benefits shall be in the form of contribution plans. Other benefits, such as company car, additional health insurance or occupational health care, shall be market-conforming and of limited value in relation to other remuneration. The notice period shall, in general, be six months for the CEO and three to six months for other senior executives. In case of termination by the company, the notice period for any senior executive shall not be greater than twelve months. The board of directors shall have the right to waive the guidelines in case of extraordinary circumstances in the specific case. The board of directors’ complete proposal will be kept available in accordance with the section "Documents" presented below.
Item 16. Resolution to change the company name and the company’s articles of association
The board of directors proposes that the annual general meeting resolves on a change of the company’s name from Instalco Intressenter AB to Instalco AB through a change of the company’s articles of association. The amendment is proposed since the board of directors considers it to be appropriate to simplify the company's name. The change of company name will not cause any changes to the name under which the company's shares are traded. It is, furthermore, proposed that the object of the company’s business presented in the articles of association is adjusted. The adjustments are made to clarify and simplify the object of the company’s business.
Item 17. Resolution to grant the board of directors an authorization to purchase and sell the company’s own shares
The board of directors proposes that the annual general meeting resolves to grant the board of directors an authorization to purchase and sell the company’s own shares in accordance with the following conditions.
Any purchase of the company’s own shares shall be made on Nasdaq Stockholm and shall be made in accordance with the rules on the purchase of own shares as set out in Nasdaq Stockholm’s rulebook for issuers. The authorization to purchase own shares may be used, at one or more occasions, until the time of the next annual general meeting. The number of shares purchased may never result in that the company’s holding of its own shares exceeds 5 percent of the total number of shares in the company. Any purchase of own shares at Nasdaq Stockholm shall be made at a price per share within the registered price range, which is the range between the highest purchase price (best bid) and the lowest selling price (best offer). Any payment for shares shall be made in cash.
Any sale of own shares shall be made on (i) Nasdaq Stockholm or (ii) if made in connection with an acquisition of a company or a business, outside of Nasdaq Stockholm. The authorization to sell own shares may be used, at one or more occasions, until the time of the next annual general meeting.
Any sale of own shares on Nasdaq Stockholm shall be made at a price per share within the registered price range, which is the range between the highest purchase price (best bid) and the lowest selling price (best offer). Any payment for shares shall be made in cash.
Any sale of own shares outside of Nasdaq Stockholm shall be made (i) at a price or at a value of received property which is equal to the share price at the time for the transfer, with such deviation as deemed appropriate by the board of directors, or, if in connection with an acquisition of a company or business and where the payment is made in cash or capital contributed in kind, (ii) to the market value, as determined by the board of directors. The payment for the shares shall be made in cash, capital contributed in kind or payment through set-off.
Transfers made with deviation from the shareholders' preferential rights may only be made in order to finance consideration to be paid in connection with acquisitions of companies or businesses.
The purpose of the authorization to purchase and sell the company’s own shares, and the reason for accepting a deviation from the shareholders’ preferential rights, is to increase the board of directors’ flexibility to timely enable acquisitions by payment with own shares in order to recapitalise the company and/or involve new owners of strategic importance for the company and/or to acquire other companies or businesses.
Item 18. Resolution to grant the board of directors an authorization to issue new shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, at one or more occasions until the time of the next annual general meeting, with or without deviation from the shareholders' preferential rights, against payment in cash, capital contributed in kind or payment through set-off, resolve on the issuance of new shares and/or convertible bonds entailing issuance of or conversion to a number of shares corresponding to a maximum dilution of 10 percent of the share capital and votes in the company. The purpose of the authorization is to increase the company's financial flexibility as well as to enable payment with own shares and/or convertible bonds, partly in connection with any acquisition of companies or businesses that the company may pursue and partly to settle any earn-outs in connection with such acquisitions. Issuance against payment in cash with deviation from shareholders' preferential rights may only be made in order to finance consideration to be paid in cash in connection with acquisitions of companies or businesses. Issuance with payment through set-off with deviation from shareholders' preferential rights may only be made in connection with the settlement of earn-outs relating to acquisitions of companies or businesses. In the case of issuance with deviation from the shareholders' preferential rights, the basis for the determination of the issue price shall be the prevailing market conditions at the time when shares and/or convertible bonds are issued.
SPECIAL MAJORITY REQUIREMENT
A valid decision in accordance with the board of directors’ proposals on item 16, 17 and 18 of the agenda requires that at least two-thirds of the present shareholders, both by means of number of votes and the capital, approves the decision.
NUMBER OF SHARES AND VOTES IN THE COMPANY
At the time of issuance of this notice, the total number of shares and votes in the company amounts to 48,541,722. The company does not hold any of its own shares.
THE SHAREHOLDER’S RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen), the board of directors and the CEO are under a duty to, upon the request of any shareholder, provide information regarding any circumstances which may affect the assessment of a matter on the agenda or financial situation of the company, provided that the board of directors deem that such information can be provided without any material damage of the company. Such duty also includes information regarding the company’s relation to another group company, the consolidated accounts and such circumstances as mentioned above regard any subsidiaries.
The accounts, the auditor’s report and other documents to be handled at the shareholders’ meeting will be available at the company’s office not later than three weeks ahead of the meeting. The documents will be sent to any shareholder requesting same, given that such request contains the shareholders’ address. The documents will also be made available at the company’s website www.instalco.se, no later than the above-mentioned date. All the documents mentioned above will also be presented at the shareholders’ meeting.
Stockholm, April 2019
The board of directors