Annual General Meeting 2015
RIGHT TO ATTEND THE MEETING
Shareholders that wish to attend the Meeting, shall and shall be registered in the share register maintained by Euroclear Sweden AB by Tuesday 26 May 2015; have notified the Company of their intention to attend the Meeting and of any representative/proxy/advisor who will represent/accompany the shareholder to
the Meeting by Tuesday 26 May 2015. Notification shall be sent in writing to
NAXS Nordic Access Buyout Fund AB (publ), Attn: Lennart Svantesson, Grev
Turegatan 10, 1st floor, SE-114 46 Stockholm, Sweden or by e-mail
(email@example.com). Notification shall include the shareholder’s name, personal
identification number/corporate registration number (or similar), address and
daytime telephone number, as well as, if applicable, details of representatives,
proxies and advisors. A maximum of two advisors may attend. To facilitate
registration at the Meeting, the notification, if applicable, should include a signed
power of attorney, registration certificate and other documents proving identity.
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 must be attached. The power of attorney is valid for a period of one year from
its issuance; however the power of attorney may be valid for up to five years from its
issuance if explicitly stated. The original power of attorney and certificate of registration
should be submitted to the Company by post at the address above in due time prior to the
Meeting. A proxy form is available on the Company’s website (www.naxs.com) and will
be sent to shareholders who request the form.
To be entitled to participate in the Meeting, shareholders whose shares are registered in
the name of a nominee must temporarily re-register their shares in their own names in
the share register maintained by Euroclear Sweden AB. Such registration must be duly
effected in the share register maintained by Euroclear Sweden AB on Tuesday 26 May
2015, and the shareholders must therefore advise their nominees well in advance of this
RIGHT TO REQUEST INFORMATION
The shareholders are reminded of their right to request information in accordance with Chapter
7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
NUMBER OF SHARES AND VOTES
As of the date of this notice there are in total 15,000,000 shares and votes in the Company.
The Company holds 130,448 own shares as of the date of this notice.
- Opening of the Meeting
- Preparation and approval of the voting list
- Election of the chairman of the Meeting
- Presentation and approval of the agenda
- Election of two persons to verify the minutes together with the chairmanof the Meeting
- Determination as to whether the Meeting has been duly convened
- Presentation by the CEO, submission of the annual accounts and theauditor’s report, as well as consolidated accounts and auditor’s report on
- Resolution on
well as the consolidated profit and loss statement and the consolidated
balance sheet; and
- discharge of the members of the board and the CEO from liability
- Determination of the number of members of the board
- Determination of fees to be paid to the members of the board and auditor
- Election of members of the board and chairman of the board
- Election of auditor
- The nomination committee’s proposal regarding principles for appointmentof a nomination committee for the annual general meeting 2016
- The proposal from the board of NAXS for remuneration guidelines for thesenior management
- The proposal from the board of NAXS to authorise the board to acquire theCompany’s own shares
- Closing of the Meeting
Proposals of the nomination committee
Items 3, 9-12: Election of chairman of the Meeting, determination of the
number of members of the board, determination of the fees to be paid to
the members of the board and auditor, election of members of the board
and chairman of the board and election of auditor
The nomination committee of the Company proposes that the Meeting resolves in
accordance with the following;
- Jesper Schönbeck, member of the Swedish Bar Association, is proposed to chair
- It is proposed that, for the period until the end of the next annual general
meeting, the board shall consist of four (4) members without any deputy
members of the board.
- For the forthcoming period of office, it is proposed that the members of the board
shall be paid a total amount of SEK 675,000, of which SEK 225,000 shall be paid
to the chairman of the board and SEK 150,000 shall be paid to each other
member of the board elected by the Meeting and who is not employed by the
Company. It is proposed that auditor fees shall be paid in accordance with an
- The registered auditing company Ernst & Young AB is proposed as auditor.
- Tony Gardner-Hillman, Andrew Wignall, Ramanan Raghavendran and JohnChapman are proposed for re-election as members of the board. It is also
proposed that John Chapman is re-elected as chairman of the board.
Item 13: Proposal regarding principles for appointment of a nomination
committee for the annual general meeting 2016
The nomination committee proposes that the annual general meeting shall resolve to
adopt the following principles for the appointment of a nomination committee for the
annual general meeting 2016.
The nomination committee shall have three members. The chairman of the board shall
contact the two largest shareholders, with respect to voting power as per the end of the
third quarter of the year. These two shareholders are offered to appoint one member
each to the nomination committee, in which a member of the board also shall be a
member. If any such shareholder chooses not to exercise its right to appoint a member,
the right shall pass on to the shareholder who, after the aforementioned shareholder, has
the largest shareholding. The chairman of the nomination committee shall be elected by
and from the members of the nomination committee. However, a member of the board
of the Company may not be chairman of the nomination committee.
If a shareholder, who has appointed a member of the nomination committee, sells a
not insignificant part of its shareholding during the tenure of the nomination
committee and thereby ceases to be a shareholder with rights to appoint a member
of the nomination committee, the member appointed by such shareholder should
resign from the nomination committee. Such member shall then be replaced by a
member appointed by the shareholder who, based on voting power following the sale,
is one of the two largest shareholders in the Company. If such shareholder does not
exercise its right to appoint a member of the nomination committee, the procedure
above shall be applicable.
In the event a member no longer represents the shareholder who appointed him or her,
or in any other way is dismissed from the nomination committee prior to the completion
of the nomination committee’s work, such shareholder shall be allowed to appoint a new
member of the nomination committee.
No fees shall be paid to the members of the nomination committee. The nomination
committee shall pursue the tasks that, according to the Swedish Code of Corporate
Governance, are of the responsibility of a nomination committee.
Proposals of the board
Item 8b: Appropriation of the Company’s results
The funds at the Meeting’s disposal consists of the result of the year, SEK 58,742,297,
the share premium reserve, SEK 577,705,947, and the Company’s accumulated results,
SEK -30,741,815, in total SEK 605,706,429.
The board proposes that the funds at the annual general meeting’s disposal,
SEK 605,706,429, shall be allocated as dividends to the shareholders of SEK 2.30 per
share, in total SEK 34 199 970, and that the remaining unrestricted equity, SEK
571 506 459, is carried forward. Wednesday 3 June 2015 is suggested as record day for
dividends. If the annual general meeting adopts a resolution in accordance with the
proposal the dividend is estimated to be paid through Euroclear Sweden AB on Monday
8 June 2015.
Item 14: Proposal for remuneration guidelines for the senior management
The board proposes that the Meeting resolves that the following guidelines shall apply
for remuneration to the Company’s senior management for the time until the end of the
next annual general meeting.
Remuneration to the Company’s senior management shall be market based and
competitive in order to enable the Company to attract and keep competent senior
management. Remuneration shall be appropriate in such way as to justify a long-term
value creation for the Company. Remuneration may consist of four parts:
- fixed salary and fees,
- variable remuneration, which includes share and share price related incentiveprograms,
- pensions, as well as
- other economic benefits.The board decides which structure the remuneration shall consist of in order to
efficiently fulfil its purpose. If variable remuneration shall be paid, this remuneration
shall be linked to predetermined and measurable criteria, as well as be designed with
the purpose to promote the Company’s long term value creation. Variable remuneration
may amount to a maximum of 50 per cent of the fixed annual salary. Share and share
price related incentive programs, if any, shall be designed to align the interest of the
owners of the Company and the senior management.
The board shall be entitled to deviate from the guidelines above if the board, in certain
cases, deems that there are special reasons to motivate such deviation.
Item 15: Proposal to authorise the board to acquire the Company’s own shares
The board proposes that the Meeting resolves to authorise the board to decide on the
acquisition of the Company’s own shares where, principally, the following shall apply;
- Theauthorisationmaybeutilisedononeorseveraloccasions,howevernotlongerthan until the 2016 annual general meeting.
- SharesmaybeacquiredtotheextentthattheCompany’sholdingofitsownshares,on any occasion, does not exceed ten (10) per cent of the Company’s total shares.
occasion, recorded on Nasdaq Stockholm, which refers to the interval between the
highest buying price and the lowest selling price.
The purpose of the proposed authorisation is to provide flexibility in relation to the
Company’s possibilities to return capital to its shareholders and to improve the capital
efficiency in the Company.
A resolution in accordance with the board’s proposal shall only be valid where supported
by not less than two-thirds of both the votes cast and the shares represented at the
The annual report and the auditor’s report, as well as the proposals from the board
according to item 14-15, the auditor’s statement under Chapter 8 Section 54 of the
Swedish Companies Act and the board’s statement under Chapter 19 Section 22 of the
Swedish Companies Act will be held available at the Company’s office on Grev Turegatan
10, 1st floor, Stockholm, Sweden as from Monday, 11 May 2015, and will be sent to the
shareholders who so request and who inform the Company of their postal address. The
documents, together with the nomination committee’s proposals, will also be held
available on the Company’s website www.naxs.se. All documents above will also be
presented at the Meeting.
Stockholm, April 2015
The board of NAXS Nordic Access Buyout Fund AB (publ)