Press release from annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ) on 20 November 2018
At the annual general meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ) in Stockholm today the shareholders resolved upon the following:
Approval of income statement and balance sheet for the financial year 2017/2018 and discharge from liability
The annual general meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2017/2018, and the members of the board and the managing directors were discharged from liability for the financial year 2017/2018.
Allocation of profit or loss
The annual general meeting resolved, in accordance with the board’s proposal, that the funds at the meeting’s disposal consisting of the profit of the year, SEK 21,941,379 and the company’s accumulated results, SEK 376,121,610, in total SEK 398,062,989, is carried forward and that no dividends are paid out for the financial year 2017/2018.
Election of board members, auditors, fees to the board of directors and auditors
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the number of members of the board of directors shall be seven without deputy members, and that the company shall have one auditor, with no deputies.
In accordance with the nomination committee’s proposal, Birker B. Bahnsen, Cecilia Marlow, Maria Rankka and Gunilla Carlsson were re-elected as board members and Brian Hatch, Peter Wikström and Lars Strannegård were elected as board members for the time until the end of the next annual general meeting. Birker B. Bahnsen was elected as chairman of the board. The accounting firm Ernst & Young Aktiebolag was re-elected as auditor, and it was noted that the authorised public accountant Daniel Öberg will be auditor in charge.
The annual general meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to board shall be SEK 1,350,000 in total, allocated as follows: SEK 500,000 shall be paid to the chairman of the board and a fee of SEK 250,000 shall be paid to each of the other board members not employed by the company. Fees for committee work shall be paid with SEK 100,000 to the chairman of the audit committee. Birker B. Bahnsen and Gunilla Carlsson voluntarily abstained from receiving any remuneration. The annual general meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.
Guidelines for remuneration for members of management
The annual general meeting resolved to adopt guidelines for remuneration of members of management in accordance with the board’s proposal. In short, the guidelines state that remuneration to members of management of Internationella Engelska Skolan should offer overall compensation at market level that enables the hiring and retention of qualified senior managers. Compensation within Internationella Engelska Skolan should be based on principles of performance, competitiveness and fairness. There will be no variable compensation.
Principles for appointment of the nomination committee
The annual general meeting resolved to, in accordance with the nomination committee’s proposal, adopt principles for the appointment of the nomination committee. In short, the nomination committee shall be composed of one representative of each of the three largest shareholders, based on ownership in the company as listed in the share register maintained by Euroclear Sweden as of 31 March, together with the chairman of the board of directors. The principles shall apply until a general meeting resolves otherwise.
Authorisation to issue new shares
The annual general meeting resolved to, in accordance with the board’s proposal, authorise the board to resolve - at one or several occasions and for the time period until the next annual general meeting - to increase the company’s share capital by new share issues, 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. New share issues 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.
Authorisation to repurchase and transfer the company’s own shares
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, on one or several occasions until the next annual general meeting, repurchase and transfer the company’s own shares. Repurchase may only take place on Nasdaq Stockholm and only at a price per share within the price range applicable. Transfer of shares shall take place on Nasdaq Stockholm and 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.
Additional information from the annual general meeting
The presentation made by CEO Annette Brodin Rampe at the annual general meeting is also available on Internationella Engelska Skolan’s website, http://corporate.engelska.se/. Minutes from the annual general meeting will be made available on Internationella Engelska Skolan’s website no later than two weeks after the annual general meeting.
For more information, please contact:
Johan Hähnel, IES’s IR Manager
Tel: +46 (0)70 605 6334
e-mail: johan.hahnel@engelska.se
The information was submitted for publication, through the agency of the above contact, at 18.30 p.m. CET on 20 November 2018
About IES
Internationella Engelska Skolan, IES, is one of the leading free school operators in Sweden with some 25,600 students at 36 schools at the beginning of the academic year 2018/19 and 1,800 students in our fully owned schools in Spain. IES 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 nine of the ten 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 26th 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 school environment, where teachers can teach and students learn.
- Commanding the English language—the key to the world.
- High academic expectations and ambitions.
Up to half of the teaching in IES schools is in English, by native English speaking teachers. Over 700 teachers with qualified foreign teaching degrees are currently teaching in IES schools. They are mainly recruited from Canada, USA, UK and South Africa.
IES’s student base is in high growth. Over the past ten years, total operating income has increased organically by an average of 19% per year. In the most recent financial year 2017/18, which concluded on 30 June 2018 total operating income was MSEK 2,347.9, an increase of some 15% year on year. As of 30 September 2018, there were approximately 185,000 applications in the waiting list to secure a place for the current and forthcoming years.
Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap, with the ticker ENG, since the end of September 2016. The largest (indirect) shareholders of IES are TA Associates of the US, which has close affiliations to leading universities and foundations in the US, and IES’s founder Barbara Bergström. At the end of June 2018, the 10 largest shareholders also included Paradigm Capital, investment company Öresund, Swedbank Robur fonder, the Third Swedish National Pension Fund, SEB fonder and AMF Försäkring & Fonder (owned jointly by LO, The Swedish Trade Union Confederation and the Confederation of Swedish Enterprise).
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