Notice to annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ)

The shareholders in Internationella Engelska Skolan i Sverige Holdings II AB (publ), with registered office in the municipality of Täby, Stockholm county, are hereby summoned to an annual general meeting to be held on Thursday 21 November 2019 at 4pm at Internationella Engelska Skolan in Enskede, Lingvägen 123, Enskede.

Notification, etc.
Shareholders who wish to participate at the meeting must:
firstly         be included in the shareholders’ register maintained by Euroclear Sweden AB as of Friday 15 November 2019; and

secondly    notify the company of their participation in the meeting no later than Friday 15 November 2019. The notification shall be in writing to Nytorpsvägen 5B, SE-183 71 Täby or by email to agm@engelska.se. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and information about any assistants and, where applicable, representatives. When applicable, complete authorisation documents, such as powers of attorney for representatives, registration certificates or corresponding documents, shall be appended to the notification.

Nominee registered shares
Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate at the meeting. Shareholders wishing such re-registration must inform their nominee of this well before Friday 15 November 2019, when such re-registration must have been completed.

Proxy, etc.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate should be submitted to the company by mail at the address set forth above well in advance of the general meeting. The form to use for a power of attorney can be found on www.corporate.engelska.se.

Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Number of shares and votes
As of the date of this notice, the total number of shares in the company was 40,130,000 with 40,058,000 votes, of which 40,050,000 were ordinary shares entitling to one vote per share, and 80,000 were C shares entitling to one-tenth (1/10) vote per share. In total the company held 80,000 C shares, which do not entitle to dividends.

Proposed agenda

1. Election of a chairman at the meeting;
2. Preparation and approval of the voting list;
3. Approval of the agenda;
4. Election of one or two persons who shall approve the minutes of the meeting;
5. Determination of whether the meeting was duly convened;
6. Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group;
7. Resolutions regarding the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
8. Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
9. Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
10. Determination of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors;
11. Determination of fees for members of the board of directors and auditors;
12. Election of the members of the board of directors and deputy members and auditors and deputy auditors;
13. The board of directors’ proposal for guidelines for remuneration for members of management;
14. The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares;
15. The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer own shares;
16. Closing of the meeting.

The nomination committee’s proposals

Proposal regarding the chairman of the annual general meeting, the number of members of the board of directors and deputy members, the number of auditors and deputy auditors, fees to the board of directors and auditors, and election of members of the board of directors and deputy members, as well as election of auditors and deputy auditors (items 1 and 10-12)
The nomination committee, consisting of Birker B. Bahnsen (elected by Bock Senior Capital Investors S.à.r.l. and due to his position as chairman of the board of directors), Barbara Bergström (elected by Mountainstream Holding I S.à.r.l) and Jan Hummel (elected by Paradigm Capital Value Fund SICAV), has submitted the following proposals:

• that Jesper Schönbeck, member of the Swedish Bar Association, is elected chairman of the annual general meeting (item 1).

• that the board of directors shall consist of seven ordinary members, with no deputy members and that the company shall have one auditor, with no deputy auditors (item 10).

• that the fees to the board of directors shall amount to SEK 1,850,000 and be allocated as follows. SEK 500,000 to the chairman and SEK 250,000 to each of the other board members not employed by the company, elected by the general meeting. Birker B. Bahnsen has voluntarily abstained from receiving any remuneration. Fees for work in the committees shall be SEK 100,000, allocated to the chairman of the audit committee. It is proposed that auditor fees shall be paid against approved accounts (item 11).

• that the board members Birker B. Bahnsen, Brian Hatch, Maria Rankka, Lars Strannegård and Peter Wikström are re-elected and Carola Lemne and Robert Clark are elected members of the board of directors, all for the period up until the end of the next annual general meeting. Election of Carola Lemne as chairman of the board. It is noted that Cecilia Marlow declined re-election as board member. Election of the accounting firm KPMG AB as auditor for the time until the end of the next annual general meeting (item 12).

Carola Lemne

Carola Lemne, born in 1958 and a Swedish citizen, has an extensive experience as a leader in knowledge based organizations, as well as from company boards. She held leading positions within Pharmacia during the period 1993-2000 and has also been the CEO of Danderyds sjukhus (2000-2007), Praktikertjänst (2008-2014) and the Confederation of Swedish Enterprise (2014-2018). Carola is a medical doctor, has a Ph.D. and is an Associate professor at the Karolinska Institutet. She has been a member of the board of directors of Investor, Getinge, Meda, Apoteket and the Swedish Strategic Research Foundation, to mention a few, and was chairman of the board of directors of Uppsala University (2013-2017). Carola currently chairs the educational organization “Ung företagsamhet” (Junior Achievement Sweden) and the healthcare provider ArtClinic, as well as being member of the board of directors of Arjo AB (publ) and vice chairman of the board of IRLAB Therapeutics AB.

Robert Clark

Robert Clark, born in 1954 and a British citizen, was a successful principal of Internationella Engelska Skolan in Enskede for 13 years before he retired in March 2019. IES Enskede is the “mother school” of the organization and as its highly respected principal, Mr. Clark has played an important role also as a leader and a mentor in the circle of IES principals. He has represented IES in several external positions, including in the school operators’ Expert Group for School Development. Robert Clark obtained his teacher credentials at Nottingham University 1976, combining Science and Physical education. Before he was recruited to IES in 2006, he worked as a teacher at the Stockholm International School, amongst others, where he was also a member of its board.

The board of directors’ proposals

Allocation of the company’s profits or losses in accordance with the adopted balance sheet (item 8)
The funds at the meeting’s disposal consists of the profit of the year, SEK 125,741,312 and the company’s accumulated results, SEK 398,062,989, in total SEK 523,804,301.

The board proposes that the funds at the meeting’s disposal, SEK 523,804,301, shall be allocated as dividends to the shareholders of SEK 1.16 per share, in total SEK 46,458,000, and that the remaining unrestricted equity, SEK 477,346,301, is carried forward. Monday 25 November 2019 is suggested as record day for dividends. If the annual shareholders’ meeting adopts a resolution in accordance with the proposal, the dividend is estimated to be paid through Euroclear Sweden AB on Thursday 28 November 2019.

The board of directors’ proposal for guidelines for remuneration for members of management (item 13)
The board of directors proposes that the annual general meeting resolves to adopt the following guidelines for the remuneration of the members of management.

Internationella Engelska Skolan shall offer overall compensation at market level that enables the hiring and retention of qualified senior managers. Compensation within Internationella Engelska Skolan shall be based on principles of performance, competitiveness and fairness. There will be no variable compensation. Pension shall be based on the ITP system or, if placed outside of the ITP system, be premium based. Premium based pension shall amount to no more than 30 percent of the base salary. Share-based incentive programs are resolved by the general meeting following a proposal by the board of directors.

The board of directors is entitled to depart from these guidelines in special circumstances. In the event of any major departure, the shareholders will be informed of the reason at the following annual general meeting.

The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares (item 14)
The board of directors proposes that the annual general meeting authorises the board of directors to, on one or several occasions, prior to the next annual general meeting, with or without deviating from the shareholders’ preferential rights, resolve to issue new shares. The board of directors shall have the right to resolve that shares shall be paid for in kind or on conditions set out in Chapter 2 Section 5 Paragraph 1 – 3 and 5 of the Swedish Companies Act or that shares shall be subscribed for by way of set-off. The board of directors’ resolution to issue new shares may increase the company’s share capital 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, after full exercise of the proposed authorisation. The purpose of the authorisation is to, in a fast and efficient way, enable financing of the company’s operations, acquire companies, businesses or parts thereof or broadening the ownership structure of the company. The board of directors shall have the right to resolve on further conditions that may be suitable and/or necessary in order to perform the issues.

The reason for authorising the board to deviate from shareholders’ preferential rights is to enable the company to finance the operations in a fast and efficient way, acquire companies, businesses or parts thereof and to enable a broadening of the ownership of the company.

The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer own shares (item 15)
The board of directors proposes that the annual general meeting authorises the board of directors to resolve to repurchase, on one or several occasions until the next annual general meeting, own shares in accordance with the following:

1. Repurchase shall at a maximum comprise so many shares that the company’s holding does not at any time exceed 10 per cent of the total number of shares in the company.

2. Repurchase may only take place on Nasdaq Stockholm and only at a price per share within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price.

The purpose of the authorisation to repurchase own shares is to promote efficient capital usage in the company and to enable the board of directors to finance acquisitions with own shares.

The board of directors also proposes that the annual general meeting authorises the board of directors to resolve, on one or several occasions until the next annual general meeting, to transfer (sell) own shares, in accordance with the following:

1. Transfer of shares shall take place on Nasdaq Stockholm.

2. Transfers 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.

3. Transfers of own shares may be made up to such number of shares as is held by the company at the time of the board of directors’ resolution regarding the transfer.

4. Transfer of shares on Nasdaq Stockholm may only be carried out at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. 
5. Upon transfers carried out in other ways than on Nasdaq Stockholm, the price shall be established so that it is not below market terms. However, a discount to the stock market price may apply, in line with market practice.

The purpose of the authorisation to transfer own shares is to enable the board to finance acquisitions with own shares.

Miscellaneous
A resolution in accordance with the board of directors’ proposal under item 14 and 15 shall only be valid where supported by not less than two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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The nomination committee’s proposals under items 1, 10-12, and the board of directors’ proposal under items 8, 13-15 above will no later than 31 October 2019 be available at the company’s office, Nytorpsvägen 5B, SE-183 71 Täby and at the company’s webpage, http://corporate.engelska.se/, and be sent to shareholders that so request and inform the company of their postal address.

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Stockholm, October 2019
Internationella Engelska Skolan i Sverige Holdings II AB (publ)
The board of directors

For more information, please contact:

Emma Rheborg, Head of Communication & IR
Tel: +46 768 511 540
e-mail: emma.rheborg@engelska.se 

The information was submitted for publication, through the agency of the above contact, at 09:01 CEST on 22 October 2019.

 
About IES

Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 26,800 students at 37 schools, and about 2,500 students at its schools in Spain.

IES Sweden conducts school operations from “förskoleklass” (grade F) up to the third and final year of upper secondary school (grade 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 17 of the 20 largest free schools. The academic results of IES schools on the national tests in grade 9 are far above average in Sweden.

Internationella Engelska Skolan was founded in 1993 and is in its 27th 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, where 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 teaching is conducted in English by teachers whose native language is English. Over 800 teachers with qualified foreign teaching degrees are currently teaching in IES schools. They are mainly recruited from Canada, the USA, the UK and South Africa.

The IES student base is growing strongly. Over the past ten years, total operating income has increased by an average of 19% per year. In the most recent financial year 2018/19, which concluded on 30 June 2019, total operating income was MSEK 2,781.1, an increase of some 18% year on year. As of 30 June 2019, there were approximately 191,700 applications in the queue to secure a place in the Swedish schools for the current and forthcoming years.

Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap, with the ticker ENG, since 2016.

The largest (indirect) shareholders of IES are TA Associates of the US, which has close affiliations to leading universities and trusts in the US, Barbara Bergström, the founder of IES, and Paradigm Capital AG through different funds. At the end of September 2019, the 10 largest shareholders also included Swedbank Robur fonder and AMF Försäkring & Fonder (owned jointly by LO, the Swedish Trade Union Confederation and the Confederation of Swedish Enterprise).

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