Notice of Annual General Meeting in BTS Group AB (publ)
PRESS RELEASE
Stockholm, April 15, 2019
Shareholders of BTS Group AB (publ) are hereby summoned to the Annual General Meeting to be held on Wednesday, May 15, 2019 at 14.00 CET at the company’s premises, Grevgatan 34, 5th fl., Stockholm, Sweden.
Shareholders who wish to participate in the meeting must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday, May 9, 2019, and must notify BTS Group AB no later than Thursday, May 9, 2019. This notification should be made by phone (+46 8 58707000) or by email (ir@bts.com).
The 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 documents must be available at the general meeting of shareholders and should, to facilitate entry to the meeting, be sent to the company no later than Thursday May 9, 2019. 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, no more than 5 years). The company provides a power of attorney form on its website (www.bts.com) and sends the form free of charge to shareholders who request them and submits their postal address.
Shareholders whose shares are registered in the name of a nominee must, to be entitled to participate in the meeting, request that their shares temporarily are re-registered under their own name in the register of shareholders maintained by Euroclear Sweden AB no later than Thursday May 9, 2019.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda for the meeting
- Presentation of the annual report, the auditors’ report, the consolidated financial statements and the auditors’ report on the consolidated financial statements for 2018 and the President’s report on the operations in connection thereto
- Resolutions regarding
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
- appropriation of BTS’ profit in accordance with the adopted balance sheet
- discharge from liability of the members of the board of directors and the President
- Determination of the number of members and deputy members of the board of directors and auditors
- Determination of the fees payable to the board of directors and auditor
- Election of board of directors and chairman of the board of directors
- Election of auditor
- Resolution regarding the board of director’s proposal on guidelines for remuneration and other terms of employment for senior executives
- Resolution regarding the board of director’s proposal on authorization to resolve on issues for company acquisitions
- Conclusion of the meeting
PROPOSED RESOLUTIONS
Dividend (item 8 b.)
For the fiscal year 2018, the board of directors proposes a dividend of SEK 3,60 per share, divided into two separate payments of SEK 1,80 each. Proposed record day for the first dividend payment of SEK 1,80 is Friday, May 17, 2019, and the proposed record day for the second dividend payment of SEK 1,80 is Friday November 15, 2019. Provided that the annual general meeting approves the board of director’s proposal, the first dividend payment is expected to be disbursed by Euroclear Sweden AB starting on Wednesday, May 22, 2019 and the second dividend payment starting Wednesday November 20, 2019.
The nomination committee´s proposed decisions
The nomination committee is composed of Anders Dahl (representing Henrik Ekelund), Erik Durhan (representing Nordea Funds), Stefan af Petersens (shareholder) and Reinhold Geijer (chairman of the board). Anders Dahl has acted as chairman of the nomination committee.
Shareholders who together represent approximately 68 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.
Determination of the number of Members and Deputy Members of the Board of Directors and auditors (item 9)
Six ordinary members of the board of directors, with no deputy members, and one auditor without deputy.
Determination of the fees payable to the Board of Directors and Auditors (item 10)
It is proposed that fees to members of the board of directors who do not receive salary from the company remain unchanged totalling SEK 1 370 000, whereof SEK 450 000 to the chairman of the board of directors and SEK 200 000 to each of the other board members. Total fees of unchanged SEK 120 000 shall be paid for committee work.
Fees to the auditor are proposed to be paid according to approved invoice.
Election of Board of Directors and Chairman of the Board of Directors (item 11)
Re-election of Mariana Burenstam Linder, Henrik Ekelund, Stefan Gardefjord, Reinhold Geijer, Dag Sehlin and Anna Söderblom is proposed. Re-election of Reinhold Geijer as chairman of the board is proposed.
Election of Auditor (item 12)
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 2020.
Resolution regarding the Board of Director’s proposed guidelines for remuneration and other terms of employment for Senior Executives (item 13)
The board of directors proposes that the following principles, unchanged from the previous year, for remuneration and other terms of employment for senior executives shall be applied:
The company shall apply market-related remuneration and terms of employment 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 perspective on operations by rewarding performances of employees that benefit the company and thereby the shareholders. Individual employee remuneration shall be based on position and responsibilities, performance, expertise and experience. The remuneration shall normally consist of fixed basic salary and a defined pension benefit contribution, amounting to a maximum of 35 percent of the fixed base salary for the president of the parent company and no more than 30 percent of the fixed base 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.
Resolution regarding the Board of Director’s proposal on authorization to resolve on issues for company acquisitions (item 14)
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.
SHARES AND VOTES
At the time of this convening notice, the total number of shares in the company was 19,143,439 shares, whereof 853,800 were Class A shares and 18,289,639 were Class B shares. The total number of votes in the company amounts to 26 827 639.
DOCUMENTS
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 as of Wednesday, April 24, 2019, and will be sent to shareholders upon request and who provide their address. The documents will also be available at the general meeting of shareholders.
INFORMATION AT THE MEETING
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 in April 2019
BTS Group AB (publ)
The Board of Directors
About BTS Group AB
BTS is a global professional services firm headquartered in Stockholm, Sweden, with close to 700 professionals in 33 offices located on six continents. We focus on the people side of strategy, working with leaders at all levels to help them make better decisions, convert those decisions to actions and deliver results. At our core, we believe people learn best by doing. For 30 years, we’ve been designing
fun, powerful experiences™ that have a profound and lasting impact on people and their careers. We inspire new ways of thinking, build critical capabilities and unleash business success.
It’s strategy made personal.
We serve a wide range of client needs, including: Assessment centers for talent selection and development, Strategy alignment and execution, Business acumen, Leadership and sales training programs, and On-the-job business simulations and application tools.
We partner with nearly 450 organizations, including over 30 of the world’s 100 largest global corporations. Our major clients are e.g. AT&T, Chevron, Coca-Cola, Ericsson, Google, GSK, HP, HSBC, Salesforce.com, and Unilever.
BTS is a public company listed on the Nasdaq Stockholm exchange and trades under the symbol BTS B.
For more information, please visit www.bts.com.
Every care has been taken in the translation of this press release. In the event of discrepancies, however, the Swedish original will supersede the English translation.
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