Press release from Annual General Meeting in Internationella Engelska Skolan i Sverige Holdings II AB (publ) on 21 November 2019
At the Annual General Meeting (AGM) 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 2018/2019 and discharge from liability
The AGM approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2018/2019, and the members of the board and the managing directors were discharged from liability for the financial year 2018/2019.
Allocation of profit or loss
The AGM resolved, in accordance with the board’s proposal, that the funds at the meeting’s disposal, in total amounting to SEK 523,804,301; shall be allocated so that SEK 1.16 per share, in total SEK 46,458,000 is paid as dividends to the shareholders and that the remaining unrestricted equity, SEK 477,346,301, is carried forward. Monday 25 November 2019 was resolved as record day for dividends.
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, Maria Rankka, Brian Hatch, Peter Wikström and Lars Strannegård were re-elected as board members and Carola Lemne and Robert Clark were elected as board members for the time until the end of the next annual general meeting. Carola Lemne was elected as chairman of the board. The accounting firm KPMG AB was elected as auditor, and it was noted that the authorised public accountant Håkan Reising 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 1,850,000 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 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.
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 Interim CEO Cecilia Marlow 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:
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 18.00 CET on 21 November 2019
About Internationella Engelska Skolan
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 September 2019, there were approximately 204,700 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).