Annual General Meeting 2017
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 Friday 26 May 2017; 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 Friday 26 May 2017. Notification shall be sent in writing to NAXS AB
(publ), Attn: Lennart Svantesson, Grev Turegatan 10, 1st floor, SE-114 46
Stockholm, Sweden or by e-mail (info@naxs.se). 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.
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 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.
NOMINEE-REGISTERED SHARES
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 Friday 26 May 2017, and the
shareholders must therefore advise their nominees well in advance of this date.
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 933,469 own shares as of the date of this notice.
AGENDA
1. Opening of the Meeting
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
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 chairman of the
Meeting
Determination as to whether the Meeting has been duly convened
Presentation by the CEO, submission of the annual accounts and the auditor’s
report, as well as consolidated accounts and auditor’s report on consolidated
accounts
Resolution on
- the adoption of the profit and loss statement and balance sheet, as well asthe consolidated profit and loss statement and the consolidated balancesheet;
- appropriation of the Company’s result according to the adopted balancesheet; 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 appointment of a
nomination committee for the annual general meeting 2018
The proposal from the board of NAXS for remuneration guidelines for the
senior management
The proposal from the board of NAXS to authorise the board to acquire the
Company’s own shares
The proposal from the board of NAXS to resolve to reduce the share capital
and resolve on a bonus issue
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 the
Meeting. - 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 753,750, of which SEK 258,750 (an increase of 15 %
compared to the previous year) shall be paid to the chairman of the board and SEK
165,000 (an increase of 10 % compared to the previous year) 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
approved invoice. - The registered auditing company Ernst & Young AB is proposed to be re-elected as
auditor with Jesper Nilsson as auditor in charge. - Tony Gardner-Hillman, Andrew Wignall and John Chapman are proposed for
re-election as members of the board and Damhnait Ni Chinneide is proposed for
election as member of the board. It is also proposed that John Chapman is re-elected
as chairman of the board.
Damhnait Ni Chinneide
Damhnait graduated with a BA in Finance from National University of Ireland in 1995
and a Masters in Financial Services from University College Dublin in 1996. Upon
graduation Damhnait joined JPMorgan’s graduate program in London where she spent
8 years. As a Vice President in the UK foreign exchange derivatives sales team she
focused on advisinghedge funds, institutional and corporate clients on risk
management solutions. In 2003 Damhnait joined Lee Overlay Partners in Dublin and
as Head of Portfolio Management she was involved in business development and in
the establishment and development of a currency (UCITS) fund. In 2010 Damhnait
joined the global head office of Pioneer Investments in Dublin where as a member of
the client reporting and sales team she oversaw a number of change and efficiency
programs for the firms Dublin RFP process.
Item 13: Proposal regarding principles for appointment of a nomination
committee for the annual general meeting 2018
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 2018.
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 147,566,233, the
share premium reserve, SEK577,705,947, and the Company’s accumulated results,
SEK 117,349,505, in total SEK 842,621,685.
The board proposes that the funds at the Meeting’s disposal shall be carried forward and
that no dividends are paid out for the financial year 2016.
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 incentive
programs,
- 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;
- AcquisitionofownsharesshalltakeplaceonNasdaqStockholm.
- The authorisation may be utilised on one or several occasions, however not longer thanuntil the 2018 annual general meeting.
- Shares may be acquired to the extent that the Company’s holding of its own shares, onany occasion, does not exceed ten (10) per cent of the Company’s total shares.
- Acquisition of shares may only take place at a price within the price interval, on any
occasion, recorded on Nasdaq Stockholm, which refers to the interval between thehighest 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, to improve the capital efficiency
in the Company, and to prevent an excessively wide NAV/share price discount in relation to
the Company’s shares, which altogether is deemed to be susceptible to have a positive
impact on the Company’s share price and thereby contribute to an increased shareholder
value.
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 Meeting.
Item 16: Proposal to resolve to reduce the share capital and resolve on a bonus
issue
The board proposes that the Meeting resolves to reduce the share capital and resolves on a
bonus issue in accordance with item (a) – (b) below. The resolutions are contingent of each
other and are therefore proposed to be adopted as one resolution.
(a) Reduction of the share capital by way of cancellation of own shares
The board proposes that the Meeting resolves to reduce the Company’s share capital with
SEK 46,673.45 for allocation to unrestricted equity. The reduction shall be made by
cancellation of acquired own shares that are held by the Company on the day of the notice
to the annual general meeting.
(b) Bonus issue without the issuance of new shares
The board proposes that the Company’s share capital shall be increased with SEK 46,673.45
with the amount being transferred from unrestricted equity (according to the balance sheet
to be adopted by the Meeting). The bonus issue shall be carried out without the issuance of
new shares.
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 Meeting.
The annual report and the auditor’s report, as well as the proposals from the board
according to items 14-16 and the auditor’s and the board’s statements according to the
Swedish Companies Act will be held available at the Company’s office on Grev Turegatan 10,
1st floor, Stockholm, Sweden as from Thursday, 11 May 2017, 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.
Contact information
Lennart Svantesson, CEO
Telephone: +46 733-110 011