Pre-Annual General Meeting Information • Apr 12, 2017
Pre-Annual General Meeting Information
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Shareholders of BTS Group AB (publ) are hereby summoned to the Annual General Meeting to be held on Friday, May 12, 2017 at 9.30 a.m. at the company's premises, Grevgatan 34, 5th floor, Stockholm.
Shareholders who wish to participate in the meeting must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Saturday, May 6, 2017 and must notify BTS Group AB no later than Monday, May 8, 2017. The notification should be made by phone, fax or e-mail, phone +46 8 58707000, fax +46 8 58707001, [email protected].
Notification must include the shareholder's name, Swedish personal identity number or corporate identity number, address, phone number and the registered shareholding. Powers of attorney, certificates of registration and other legitimacy papers must be available at the general meeting of shareholders, and to facilitate entry to the meeting, should be sent to the company no later than May 8, 2017. The power of attorney may not be older than 1 year, unless a longer period of validity is stated in the power of attorney (however, a maximum of 5 years). The company provides the power of attorney form on its website (www.bts.com) and sends the forms free of charge to shareholders on request to their specified postal address.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, request that their shares be temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Since the record day for the General Meeting occurs on a Saturday, this means the request of such re registration must be executed Friday, May 5, 2017 at the latest.
The board of directors proposes a dividend of SEK 2,50 per share. The proposed record day for the dividend is Tuesday, May 12, 2017. Provided that the annual general meeting approves the board of director's proposal, the dividend is expected to be disbursed by Euroclear Sweden AB starting on Friday, May 19, 2017.
The nomination committee is composed of Anders Dahl (representing Henrik Ekelund), Erik Durhan (representing Nordea Funds), Ulf Hjalmarsson (representing Lannebo Funds) and Reinhold Geijer (chairman of the board). Anders Dahl has acted as chairman of the nomination committee.
Shareholders who together represent approximately 79 percent of the votes of all shares in the company intend to support the proposals of the Nomination Committee.
The nomination committee proposes the following in relation to items 2, 9-12:
Election of the Chairman for the Meeting (item 2) Klaes Edhall, Attorney, is proposed as chairman for the meeting.
Six ordinary members of the board of directors and no deputy members of the board of directors, and one auditor without deputy.
Determination of the fees payable to the Board of Directors and Auditors (item 10) It is proposed that total fees of SEK 1 050 000 are to be paid to members of the board of directors who do not receive salary from the company, whereof unchanged SEK 350 000 to the chairman of the board of directors and SEK 175 000 to each of the other members. Total fees of SEK 90 000 shall be paid for committee work.
Fees to the auditor are proposed to be paid according to approved invoice.
Re-election of Mariana Burenstam Linder, Henrik Ekelund, Stefan Gardefjord, Reinhold Geijer and Dag Sehlin and new election of Anna Söderblom is proposed. Re-election of Reinhold Geijer as chairman of the board is proposed.
Anna Söderblom (born 1963) works as a teacher and doing research at the Stockholm School of Economics and has the following current other assignments: Chairwoman of Avega Group and Advenica AB and member of the board of directors in Poolia AB, Excanto AB, Almi Företagspartner AB and Länsförsäkringar Liv Försäkringsaktiebolag.
Anna Söderblom has earlier among other things worked as head of technical support and marketing director at Microsoft Nordic, marketing director at Posten Brev and head of investments at Industrifonden. Anna Söderblom has a university degree in mathematics from the University of Lund and is a Doctor of Economics at the Stockholm School of Economics.
In accordance with the Audit committee´s recommendation, re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB is proposed for the period until the end of the Annual General Meeting 2018.
The board of directors proposes that the following principles for remuneration and other terms of employment for senior executives shall be applied:
The company shall apply market-related remuneration and terms of employment in order to recruit and retain highly skilled employees with the capability to achieve set goals. For employment in different countries, each country's generally accepted terms of employment and practices shall be observed.
The forms of remuneration aim to achieve a shared view in relation to the long-term outlook of the operations by rewarding performances of employees that benefit the company and thereby the shareholders. Individual employee remuneration shall be based on the respective position and responsibilities, performance, expertise and experience. The remuneration shall normally consist of fixed basic salary and a defined contribution pension benefit, amounting to a maximum of 35 percent of the fixed basic salary for the president of the parent company and 30 percent of the fixed basic salary for other senior executives. When deemed appropriate, the basic salary and pension benefit can be supplemented with variable remuneration, other benefits and participation in incentive programs.
Only the president of the parent company has the right to termination benefits, which in the event of termination by the company, amount to the equivalent of 12 monthly salaries.
The board of directors has the right to depart from the above principles if special grounds exist in particular cases.
The board of directors proposes that the annual general meeting authorize the board until the next annual general meeting to resolve on issuing – in deviation from the shareholders' preferential rights – a maximum of 1 200 000 new B shares or of convertibles exchangeable for a maximum of 1 200 000 new B shares. The board of directors shall also be able to make decisions in such cases when contributions can take place with assets other than cash (contributions in kind) or with right of set-off or otherwise subject to conditions.
The share capital may not increase by more than SEK 400 000 in total. The authorization relates to company acquisitions.
For a valid resolution of the annual general meeting under this item, shareholders holding at least two thirds of both the votes cast and represented at the meeting must support the resolution.
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At the time of this convening notice, the total number of shares in the company was 18 646 370 shares, whereof 853,800 were Class A shares and 17 792 570 were Class B shares. The total number of votes in the company amounts to 26 330 570.
The annual report and the auditors' report as well as the board of director's and the nomination committee's complete proposals for resolution as above, the auditors' report according to the companies act, chapter 8, 54§ and proxy forms, will be available on the company's website: www.bts.com and will be sent to shareholders upon request and who provide their address, as from April 21, 2017. The documents will also be available at the general meeting of shareholders.
The shareholders are entitled to certain information at the annual general meeting. The board of directors and President shall, if requested by a shareholder, and the board considers that it will not cause any material detriment to the company, provide information on circumstances that may impact on the consideration of an item on the agenda, the company's or a subsidiary's financial position or the company's relationship to another group company.
Stockholm, April 2017 BTS Group AB (publ) The Board of Directors
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