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 Tuesday 24 November 2020 at 4pm at Internationella Engelska Skolan in Enskede, Lingvägen 123, Enskede.
Due to Covid-19, Internationella Engelska Skolan i Sverige Holdings II AB (publ) has taken a number of precautionary measures ahead of the annual general meeting aimed at keeping the meeting short and efficient and reduce the risk of spreading the virus. No food or drinks will be served before or after the annual general meeting. The continued spread of the Covid-19and its effects are still difficult to assess with certainty and the Company is closely following the development. If further precautionary measures need to be taken regarding the Annual General Meeting due to the Covid-19, information will be published on the company's website, www.corporate.engelska.se
Shareholders who wish to participate at the meeting must:
firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of Monday 16 November 2020; and
secondly notify the company of their participation in the meeting no later than Wednesday 18 November 2020. The notification shall be in writing to Nytorpsvägen 5B, SE-183 71 Täby or by email to email@example.com. 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 no later than Wednesday 18 November 2020.
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.
- Election of a chairman at the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting was duly convened;
- Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group;
- Resolutions regarding the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
- Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet;
- Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
- Determination of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors;
- Determination of fees for members of the board of directors and auditors;
- Election of the members of the board of directors and deputy members and auditors and deputy auditors;
- The board of directors’ proposal for guidelines for executive remuneration;
- The board of directors’ proposal on authorisation for the board of directors to resolve upon issue of shares;
- The board of directors’ proposal on authorisation for the board of directors to resolve to repurchase and transfer own shares;
- 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 Barbara Bergström, Birker B. Bahnsen (elected by Bock Senior Capital Investors S.à.r.l.), Jan Hummel (elected by Paradigm Capital Value Fund SICAV) and Carola Lemne (chairman of the board), 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 1,950,000 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. Brian Hatch and Shaun Heelan have voluntarily abstained from half of their remuneration. Fees for work in the committees shall be SEK 100,000, allocated to the chairman of the audit committee and SEK 50,000 to each of the other members of the audit committee. No fees will be allocated for work in the remuneration committee. It is proposed that auditor fees shall be paid against approved accounts (item 11).
- that the board members Brian Hatch, Maria Rankka, Lars Strannegård, Peter Wikström, Carola Lemne and Robert Clark are re-elected and Shaun Heelan is elected members of the board of directors, all for the period up until the end of the next annual general meeting. Re-election of Carola Lemne as chairman of the board. It is noted that Birker B. Bahnsen has declined re-election as board member. Re-election of the accounting firm KPMG AB as auditor for the time until the end of the next annual general meeting (item 12).
Shaun Heelan, born in 1978 and an Irish citizen, has been with Paradigm Capital since January 2017 and has extensive experience in the capital markets and across various product areas. He has previously held senior positions at BlueCrest Capital Management (2013-2015) and at DW Partners as Head of Development team for Emerging Markets group (2015-2016) and Head of Commercial Real Estate group (2009-2013). Shaun was also Head of the Global Mortgage Correlation business at Bank of America Merrill Lynch (2006-2009), after beginning his career as an Analyst at Goldman Sachs (2002-2006). Shaun holds a BA in Economics and Business and a M.sc in High Performance Computing from The University of Dublin (Trinity College). He is currently a member of the board of directors of Jetpak Group AB, Stockholm.
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 73,759,612 and the company’s accumulated results, SEK 478,093,996 in total SEK 551,853,608.
The board proposes that the funds at the meeting’s disposal is carried forward and thus, that no dividend is paid out for the financial year 2019/2020.
The board of directors’ proposal for guidelines for executive remuneration (item 13)
The executive management of Internationella Engelska Skolan i Sverige Holdings II AB (publ) (“Internationella Engelska Skolan” or the “Company”) fall within the provisions of these guidelines. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2020. These guidelines do not apply to any remuneration decided or approved by the general meeting.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
In short, the Company’s business strategy is the following. Internationella Engelska Skolan operates schools aimed at providing a safe and orderly school environment, enabling children to command the English language and achieving a high academic quality of education. For more information regarding the Company’s business strategy, please see http://corporate.engelska.se/about-ies/strategy.
A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. These guidelines enable the Company to offer the executive management a competitive total remuneration.
Two long-term share-related incentive plans have been implemented in the Company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. The plans include principals and other key individuals within the group as well as senior managers in the Company. The plans are distinctly linked to the business strategy and thereby to the Company’s long-term value creation, including its sustainability. The plans are further conditional upon the participant’s own investment and holding periods of several years. For more information regarding these incentive plans, including the criteria which the outcome depends on, please see http://corporate.engelska.se/corporate-governance/incentive-programmes.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, pension benefits and other benefits. Variable cash remuneration shall not occur. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
For the executive management, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined unless the individual concerned is subject to defined benefit pension under the ITP system. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and Company cars.
Termination of employment
The notice period may not exceed six months if notice of termination of employment is made by the Company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the executives fixed cash salary for one year. The period of notice is not to exceed six months without any right to severance pay when termination is made by the executive.
Salary and employment conditions for employees
In the preparation of the board of directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The board of directors has established a remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The CEO and other members of the executive management do not participate in the board of directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Information on remuneration resolved but not yet due / Information on derogations from the remuneration guidelines resolved by the annual general meeting 2019
For information on remuneration resolved but not yet due, see Note 7 in the annual report for the financial year 2019/2020. There have been no derogations from the guidelines resolved by the general meeting during the financial year 2019/2020.
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:
- 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.
- 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:
- Transfer of shares shall take place on Nasdaq Stockholm.
- 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.
- 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.
- 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.
- 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.
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.
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 3 November 2020 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.
Stockholm, October 2020
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
The information was submitted for publication, through the agency of the above contact, at 9am CEST on 22 October 2020.
About Internationella Engelska Skolan
Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 28,000 students at 39 schools, and about 4,600 students at its schools in Spain.
IES Sweden operates schools for students in grades F-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. IES's results on the national tests in grade 9 are far above average in Sweden.
Internationella Engelska Skolan was founded in 1993 and is in its 28th 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 targets.
Up to half of the teaching in IES schools in Sweden is in English, by native English speaking teachers. Over 900 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.
IES's student base is in growing strongly. Over the past ten years, total operating income has increased by an average of 16% per year. In the most recent financial year 2019/20, which concluded on 30 June 2020, total operating income was MSEK 3,082, an increase of some 11% year on year. As of 30 June 2020, there were approximately 204,900 applications in the waiting list 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.