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2016-10-18

AcadeMedia AB: Notice of annual shareholders' meeting of AcadeMedia AB (publ)

The shareholders of AcadeMedia AB (publ) are hereby summoned to the
annual shareholders' meeting on Thursday 17 November 2016 at 2.00
p.m. at City Conference Center, Folkets Hus, Barnhusgatan 12-14,
Stockholm.

Right to attend the shareholders' meeting
Shareholders who wish to attend the shareholders' meeting must be
registered in the share register maintained by Euroclear Sweden AB on
Friday 11 November 2016, and must also notify the company of their
intention to attend the meeting, no later than Friday 11 November
2016.

The notification must be made in writing by post to AcadeMedia AB
(publ), c/o Euroclear Sweden, "Årsstämma", Box 191, 101 23 Stockholm
or by telephone +46 (0)8 402 92 17 weekdays between 9.00 a.m. and
5.00 p.m. Physical persons may also make their notification on-line
via the company webpage, https://corporate.academedia.se/en/. The
notification must state the shareholder's name, personal identity
number/registration number, shareholding, address, day time telephone
number and information about the attendance of any assistants
(maximum two) and, if applicable, information about any proxies.

Proxy
Shareholders represented by proxy must submit a dated power of
attorney. If the power of attorney is executed by a legal person a
certified copy of the certificate of registration or equivalent
should be attached. The power of attorney and the certificate of
registration may not be older than one year, however, the power of
attorney may be older provided that the power of attorney according
to its wording is valid for a longer period, although, not more than
five years. The original power of attorney and the certificate of
registration should be sent to the company at the address mentioned
above in due time prior to the shareholders' meeting. A proxy form is
available at https://corporate.academedia.se/en/ and will also be
sent to shareholders who so request and state their postal address.

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee
through a bank or a securities institution must temporarily
re-register their shares in their own names in order to be entitled
to attend the shareholders' meeting. Such registration must be duly
effected in the share register maintained by Euroclear Sweden AB on
Friday 11 November 2016, and the shareholders must therefore advise
their nominees well in advance of this date.

Number of shares and votes
As per the date of this notice there are a total of 94,100,000
ordinary shares outstanding for the company that entitle to (1) vote
per share at the shareholders' meeting. Further, the company holds
165,000 own shares of series C, which entitle to one tenth (1/10) of
a vote per share, which cannot be represented at the shareholders'
meeting. Thus, there are a total of 94,265,000 shares and 94,116,500
votes in the company, of which 94,100,000 shares and votes can be
represented at the shareholders' meeting.

Proposed agenda
1. Opening of the annual shareholders' meeting
2. Appointment of chairman for the annual shareholders' meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons who shall approve the minutes
6. Determination of whether the annual shareholders' meeting was duly convened
7. Presentation by the CEO
8. Submission of the annual report and the auditors' report, as well as the consolidated financial statements and the auditors' report for the group
9. Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
10. Resolution regarding allocation of the company's results in accordance with the adopted balance sheet
11. Resolution regarding discharge of the members of the board of directors and the CEO from liability
12. Determination of the number of members of the board of directors and the number of auditors
13. Determination of fees for members of the board of directors and auditors
14. Election of the members of the board of directors and auditors
15. Resolution on principles for appointing the nomination committee
16. Resolution on guidelines for remuneration to executive management
17. Resolution regarding authorisation for the board of directors to resolve to issue new shares
18. Closing of the annual shareholders' meeting

Items 2 and 12-14 - The nomination committee's proposal to the annual
shareholders' meeting 2016

The nomination committee of AcadeMedia AB (publ), consisting of Rune
Andersson (Mellby Gård and chairman of the nomination committee), Ulf
Mattsson (chairman of the board of directors), Erika Henriksson
(Marvin Holding Limited) and Johan Lannebo (Lannebo Fonder), proposes
the following:

- that Ulf Mattsson shall be appointed chairman of the shareholders' meeting,
- that the board of directors shall consist of six members, without deputy members, which is in line with the articles of association which stipulates no less than three and no more than ten board members,
- that the number of auditors shall be two without deputies,
- that the fee to the members of the board of directors shall be paid out in a total amount of SEK 2,050,000 (2,400,000), divided so that the chairman of the board of directors shall receive SEK 500,000 (500,000) and the other board members who are not employed by the group, shall receive SEK 250,000 (250,000) each, the chairman of the audit committee shall receive SEK 100,000 (100,000) and SEK 50,000 (50,000) for each other member of the audit committee who is not employed by the group, as well as SEK 50,000 (100,000) for the chairman of the remuneration committee and SEK 25,000 (50,000) for each other member of the remuneration committee who is not employed by the group,
- that the auditor's fees shall be paid as per approved current account,
- that the members of the board of directors Ulf Mattsson, Harry Klagsbrun, Helen Fasth Gillstedt, Erika Henriksson, Silvija Seres and Anders Bülow are re-elected, while Torbjörn Magnusson has declined re-election,
- that Ulf Mattsson is re-elected as the chairman of the board,
- that EY AB, with Staffan Landén as auditor in charge and Oskar Wall as personally elected auditor, are re-elected, in accordance with the audit committee's recommendation, and
- that the principles for the appointment of the nomination committee are adjusted, in accordance with the below proposal to the shareholders' meeting.

A presentation of the individuals proposed by the nomination committee
for re-election is available at https://corporate.academedia.se/en/.

Item 10 - Resolution regarding allocation of the company's results
The board of directors proposes that there shall be no dividend for
2015/2016 and that the results of the company shall be carried
forward.

Item 15 - Resolution on principles for appointing the nomination
committee

The nomination committee proposes the following principles for
appointing the nomination committee.

The nomination committee shall comprise one representative for each of
the three largest shareholders based on ownership of the company as
per the end of the financial year's third quarter. The chairman of
the board shall be a co-opted member (Sw. adjungerad). Should one of
the three largest shareholders refrain from appointing a
representative to the nomination committee, the right shall pass to
the shareholder that, excluding these three shareholders, has the
largest shareholding in the company. The chairman of the board of
directors shall convene the nomination committee. The chairman of the
nomination committee shall be the member representing the largest
shareholder, unless the nomination committee unanimously appoints
another member.

If the shareholder that appointed a member of the nomination committee
is no longer one of the three largest shareholders and the change
occurs after the end of the third quarter but not later than three
months before the annual shareholders' meeting, the member appointed
by such owner shall offer to leave the committee and the shareholder
that has become one of the three largest shareholders has the right
to appoint a representative to the committee. In the event that a
member leaves the nomination committee before its work is completed,
the shareholder who appointed the member shall appoint a new member.
If this shareholder is no longer one of the three largest
shareholders, a new member is appointed according to the above
procedure. Shareholders who have appointed a representative to the
nomination committee have the right to dismiss such member and
appoint a new representative as a member of the committee.

Changes in the nomination committee's composition shall be announced
immediately. The nomination committee's term of office shall extend
until a new nomination committee is appointed.

The nomination committee shall perform the duty of the nomination
committee in accordance with the Swedish corporate governance code.

Item 16 - Resolution on guidelines for remuneration to executive
management

The board proposes the following guidelines for remuneration to
executive management.

AcadeMedia shall offer remuneration in accordance with market practice
which enables the recruitment and retention of qualified senior
executives. Remuneration within AcadeMedia shall be based on
principles of performance, competitiveness and fairness. The
guidelines apply to agreements entered into following the resolution
of the annual shareholders' meeting and also where amendments are
made to existing agreements after such point in time. For information
on remuneration paid to executive management, please see the annual
report 2015/2016.

Executive management refers to the CEO and the other members of
executive management. The remuneration to executive management may
consist of fixed remuneration, variable remuneration, share and
share-price related incentive programs, pension and other benefits.
If local conditions justify variations in the remuneration
principles, such variations may occur.

The fixed remuneration shall reflect the individual's responsibility
and experience level and shall be reviewed annually. Executive
management may be offered cash bonuses. Variable remuneration paid in
cash may not exceed 50 percent of the annual fixed remuneration.
Variable remuneration shall be tied to predetermined and measurable
criteria, designed with the aim of promoting the company's long-term
value creation.

Share and share-price related incentive programs shall, if resolved
on, be decided by the shareholders' meeting. Pension will, where
possible, be premium-based. For the CEO and other executive managers,
the premium...

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