BERTRANGE, Sweden–(BUSINESS WIRE)–Regulatory News:
The shareholders of Transcom WorldWide AB (publ) (STO:TWW), reg. no.
556880-1277, (the “Company” or “Transcom”) are hereby invited to the
annual general meeting on Thursday 28 April 2016 at 10.00 at
Rålambsvägen 15 in Stockholm.
Right to attend the annual general meeting and notification
Shareholders who wish to attend the annual general meeting must:
i) be registered in the share ledger maintained by Euroclear Sweden AB
on the record day, which is on Friday 22 April 2016. Shareholders whose
shares are registered in the name of a nominee must no later than on
Friday 22 April 2016 temporarily register the shares in their own name
in order to be entitled to participate at the general meeting;
ii) notify the Company of their intention to attend the general meeting
no later than on Friday 22 April 2016. Notice of participation shall be
sent by e-mail to firstname.lastname@example.org
or by regular mail to Transcom WorldWide AB, Box 34220, 100 26 Stockholm
(kindly mark the envelope “AGM”). Upon notification, the shareholders
should state their full name, personal identification number or
registration number, address and telephone number, and, where
applicable, details of representatives, proxy holders and advisors. A
shareholder who wishes to be represented by proxy should, well before
the meeting, provide the Company with a written and dated proxy. If the
proxy is issued by a legal entity, a certified copy of the registration
certificate or corresponding document shall be enclosed.
1. Election of chairman of the general meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one or two persons who shall approve the minutes of the
5. Determination of whether the general meeting was duly convened.
6. Presentation of the business activities in the Transcom group.
7. Submission of the annual report and the auditors’ report as well as
the consolidated financial statements and the auditors’ report for the
8. Resolutions regarding the adoption of the income statement and the
balance sheet as well as the consolidated income statement and the
consolidated balance sheet.
9. Resolutions regarding allocation of the Company’s profits or losses
in accordance with the adopted balance sheet.
10. Resolutions regarding discharge of the members of the board of
directors and the managing director from liability.
11. Determination of the number of members of the board of directors and
number of auditors.
12. Determination of fees for members of the board of directors and
13. Election of the members and the chairman of the board of directors
and of auditors.
14. Adoption of procedures for establishment of a nomination committee.
15. Adoption of guidelines for remuneration to senior executives.
16. Resolution regarding long term share based incentive program (LTIP
17. Conveyance of shares under the LTIP 2016 by inter alia share
A. Issuance of new shares of series C. B. Reduction of the Company’s
share capital. C. Repurchase of shares of series C. D. Approval of
transfer of the Company’s own ordinary shares.
18. Closing of the meeting.
Proposals for resolutions
Item 1: Election of chairman of the general meeting
The Nomination Committee proposes that Carl Svernlöv, attorney at law,
at Baker & McKenzie Advokatbyrå KB is appointed as chairman of the
Item 9: Resolutions regarding allocation of the Company’s profits or
losses in accordance with the adopted balance sheet
The board of directors proposes a dividend of SEK 1.75 per ordinary
share, and further, that the record date for dividend should be 2 May
2016. With this record date, the dividend is scheduled to be sent out by
Euroclear Sweden AB on 6 May 2016.
Items 11-13: Determination of the number and election of members of the
board of directors and auditors, as well as determination of fees for
members of the board of directors and auditors
The Nomination Committee proposes that the board shall consist of six
directors and no deputy directors. The Nomination Committee further
proposes that the number of auditors shall be one registered accounting
The Nomination Committee proposes that the remuneration is to be
unchanged from the previous year and shall be paid to the board of
directors and the members of the established committees in the following
· EUR 95,000 to the chairman of the board of directors;
· EUR 43,000 to each of the other directors of the board;
· EUR 16,000 to the chairman of the audit committee;
· EUR 7,000 to each of the other members of the audit committee;
· EUR 5,000 to the chairman of the remuneration committee; and
· EUR 3,000 to each of the other members of the remuneration committee.
The Nomination Committee proposes that the auditor shall be entitled to
a fee in accordance with approved invoice.
The Nomination Committee proposes the re-election of Henning Boysen,
Mikael Larsson, Klas Johansson, Fredrik Cappelen and Per Frankling as
directors of the board, and to re-elect Henning Boysen as the Chairman
of the board. Alexander Izosimov has declined re-election and the
Nomination Committee proposes that Liselotte Hägertz Engstam is elected
as new director of the board.
The Nomination Committee proposes the re-election of Ernst & Young
Aktiebolag as the Company’s auditor for a period of four years in
accordance with § 6 in the Company’s articles of association, with John
Erik Åström as the main responsible auditor.
Information regarding the new proposed director Liselotte Hägertz Engstam
Independence: Independent in relation to both the company, its
management and in relation to the company’s major shareholders.
Direct or related person ownership in Transcom: 0
Liselotte Hägertz Engstam is a current board member of Knowit Aktiebolag
(publ), Zalaris AS and GAIA Leadership. She also serves as chairman of
the board of directors of Digoshen AB. In addition Liselotte Hägertz
Engstam is also a partner at Stockholms Affärsänglar AB, is active as a
startup coach at Chalmers University of Technology and a recurring
lecturer at StyrelseAkademin. Previously a member of the board of
directors of Moment Projektkonsult AB, vice president and head of Nordic
region of HCL Technologies as well as for a period of over 16 years
holding various positions at IBM. Liselotte Hägertz Engstam holds an MSc
in Civil Engineering from Chalmers University of Technology.
Item 14: Adoption of procedures for establishment of a nomination
The Nomination Committee has proposed that the annual general meeting
shall adopt principles for appointing the Nomination Committee in
accordance with the following:
The work of preparing proposals to the 2017 Annual General Meeting
regarding the board of directors and auditor, in the case that an
auditor should be elected, and their remuneration, Chairman of the
Annual General Meeting and the procedure for the Nomination Committee
shall be performed by the Nomination Committee.
The Nomination Committee will be formed during October 2016 in
consultation with the largest shareholders of the Company as per 30
September 2016. The Nomination Committee will consist of at least three
members appointed by the largest shareholders of the Company, (that have
wished to appoint a member). The members of the Committee will appoint
the Committee Chairman at their first meeting.
The Nomination Committee is appointed for a term of office commencing at
the time of the announcement of the interim report for the period
January – September 2016 and ending when a new Nomination Committee is
formed. If a member resigns during the Committee term, the Nomination
Committee can choose to appoint a new member. The shareholder that
appointed the resigning member shall be asked to appoint a new member,
provided that the shareholder still is one of the largest shareholders
in the Company. If that shareholder declines participation on the
Nomination Committee, the Committee can choose to ask the next largest
qualified shareholder to participate. If a large qualified shareholder
reduces its ownership, the Committee can choose to appoint the next
largest shareholder to join. In all cases, the Nomination Committee
reserves the right to reduce its membership as long as the number of
members remains at least three.
The Nomination Committee shall have the right to upon request receive
personnel resources such as secretarial services from the Company, and
to charge the Company with costs for recruitment consultants and related
travel if deemed necessary.
Item 15: Adoption of guidelines for remuneration to senior executives
Upon recommendation of the remuneration committee, the board of
directors proposes that the annual general meeting resolves to adopt the
guidelines for remuneration to senior executives substantially in
accordance with the following:
These guidelines apply to remuneration for senior executives within the
group which currently include eight members of the executive management
of Transcom (“Senior Executives”), as well as members of the board of
directors to the extent they are remunerated outside their directorship.
The total amount of remuneration granted directly or indirectly by
Transcom to the Senior Executives is fully described in the Notes to the
consolidated financial statements of Transcom, as disclosed in its
Annual Report for 2015 which will be made available on Transcom’s
The remuneration to the Senior Executives shall consist of fixed salary,
variable salary as well as the possibility to participate in long-term
incentive programs. These components shall create a well-balanced
remuneration which reflects individual performance and which offers a
competitive remuneration package adjusted to conditions on the market.
The fixed salary and the bonus percentage may vary amongst Senior
Executives according to their level of responsibility or seniority.
The level of variable salary shall be in accordance with market practice
and shall depend on the level of responsibility and seniority and shall
be calculated according to a combination of results achieved and
individual performances. The maximum bonus entitlement is capped at 80 %
of the fixed annual salary.
Other benefits shall only constitute of a limited amount in relation to
the total remuneration and shall correspond to local practice.
In the event of notice of termination of employment being served by
Transcom, there is entitlement to salary during such notice period
according to law governing the respective employment relationship.
The Senior Executives shall be entitled to pension commitments based on
those that are customary in the country in which they are employed. The
maximum pension commitment shall not exceed 30 % of the fixed annual
salary. Pension commitments will be secured through premiums paid to
Members of the board of directors, elected at shareholders’ meetings,
receive a fixed fee for their services. The board of directors may in
exceptional cases receive a fee for services performed within their
respective areas of expertise and outside of their duties on the board
of directors. (No such fees have been paid out in 2015). Compensation
for these services shall be paid on market terms and be approved by the
board of directors.
In special circumstances, the board of directors may deviate from the
above guidelines. In such case, the board of directors is obligated to
give account for the reason for the deviation on the following annual
general meeting of shareholders.
The board of directors’ view is that the remuneration to the CEO and the
other members in the executive management strikes an appropriate balance
between motivating the members of the executive management and achieving
a well-balanced competitive compensation that aligns the members’
incentives with the interests of Transcom and the shareholders.
Item 16: Resolution regarding long-term incentive program
Upon recommendation of the Remuneration Committee, the board of
directors proposes that the annual general meeting resolves on a long
term share based incentive plan (LTIP 2016) in accordance with the
below. The purpose of the LTIP 2016 is to allow the Company to attract
senior executives in order to ensure a stable leadership team, to
encourage members of the existing leadership team selected to stay with
Transcom group, and to encourage the executives to drive shareholder
value. Linking the employee’s remuneration to the Company’s result and
value creation will promote continued loyalty to the Company and thereby
long-term value. The proposed LTIP 2016 has a similar structure,
although slightly revised, as the LTIP that was adopted at the Company’s
annual general meeting in 2015.
Participants in LTIP 2016
The LTIP 2016 comprises not more than eight employees consisting of
senior executives and certain key employees within the Transcom Group,
divided into two categories (the “Senior Executives”). The first
category comprises the CEO and the second category comprises seven)
other Senior Executives.
The personal investment, allotment of Share Rights and Vesting Period
To participate in the LTIP 2016, a Senior Executive must own ordinary
shares in the Company (“Investment Shares”) and allocate these to the
LTIP 2016. These Investment Shares can either be ordinary shares already
held (provided that they have not already been allocated to an on-going
incentive plan) or ordinary shares purchased for the purpose to
participate in the LTIP 2016. The participants are offered to allocate,
as a maximum, such number of Investment Shares to the LTIP 2016 that is
equal to ten per cent of their respective annual base salary for 2016.
If the Senior Executive has insider information which prevents him/her
from purchasing ordinary shares in the Company in connection with the
notification to participate in the LTIP 2016 the ordinary shares shall
be purchased as soon as possible, but prior to the next annual general
meeting. The Senior Executives will, free of charge, be granted a
certain number of share rights (each a “Share Right”) per Investment
Share. The Share Rights will be granted to the Senior Executive
following the annual general meeting 2016 in connection with, or shortly
thereafter, an agreement is made between the Senior Executive and the
Company concerning participation in the LTIP 2016. Each Share Right
will, free of charge, if vested, entitle to one ordinary share in the
Company. Allotment of ordinary shares under the LTIP 2016 shall be made
following the AGM held in 2019. The time period that runs from the date
the incentive plan agreement is entered into, and which ends on the day
of the annual general meeting 2019, is referred to as the “Vesting
Conditions for Share Rights
The Share Rights are divided into Series A Rights, Series B Rights and
Series C Rights. Vesting of these Share Rights is dependent on the
degree of fulfillment of certain financial and operational performance
conditions during the measurement period 1 January 2016 – 31 December
2018 (the “Measurement Period”).
The financial and operational performance conditions relate to:
Series A: The total shareholder return (“TSR”) of the Company’s ordinary
shares during the Measurement Period >0 per cent. Each Investment Share
entitles to 1.0 Share Right of Series A.
Series B: The normalized earnings before interest and tax (“EBIT”)
margin during the Measurement Period. Each Investment Share entitles to
a maximum of 4.0 Share Rights of Series B for the CEO and a maximum of
3.0 Share Rights of Series B for the other Senior Executives.
Series C: The average normalized earnings per share (“EPS”) of the
Company’s ordinary shares during the Measurement Period. Each Investment
Share entitles to a maximum of 3.0 Share Rights of Series C for the CEO
and a maximum of 2.25 Share Right of Series C for the other Senior
The number of ordinary shares that will be allotted based on the Share
Rights of Series B and Series C will depend on the level of fulfillment
of two performance targets, one of which relates to the Company’s EBIT
margin and the other to the Company’s EPS. A minimum level and a maximum
level for each of the performance targets have been established by the
board of directors. Where the level of fulfilment is between the minimum
and maximum levels, allotment will occur on a linear basis within the
three levels as described below.
· The minimum level is set at 80 per cent of target and entitles to 10
per cent of the Share Rights for the respective target.
· Target achievement entitles to 60 per cent of Share Rights.
· The maximum level is 110 per cent of target and entitles to 100 per
cent of the rights for respective target.
Further, the following conditions shall apply for all Share Rights:
· The Share Rights are granted free of charge.
· Entitlement to ordinary shares (based on Share Rights) is further
conditional upon the Senior Executive remaining employed by the Transcom
group and that all his/her Investment Shares are retained under the LTIP
2016 during the Vesting Period.
· The Senior Executives are not entitled to transfer, pledge or dispose
of the Share Rights or exercise any shareholders’ rights regarding the
Share Rights during the Vesting Period.
· So-called “good leaver” and “bad leaver” provisions will be agreed
with the Senior Executives, tailored to incentivize the Senior
Executives to stay with Transcom group.
· The number of ordinary shares that may be allotted will be subject to
recalculation in case the Company resolves on a bonus issue with
issuance of new shares, split of shares or reverse split of shares,
issue of new shares with preferential rights for the shareholders or
similar corporate actions.
· Dividends paid on the underlying share will increase the number of
ordinary shares that the Share Rights entitle to in order to treat the
shareholders and the Senior Executives equally.
· The Senior Executives’ maximum profit per Share Right is SEK 415
(corresponding to five times the average closing price of the Company’s
ordinary shares on Nasdaq Stockholm in January 2016 (rounded to closest
SEK 1)). If the value of the Company’s ordinary share (including any
dividends paid and other adjustments) exceeds SEK 415 at vesting, the
number of ordinary shares that each Share Right entitles the Senior
Executive to receive will be reduced correspondingly.
Scope and effects on important key ratios
As a result of the LTIP 2016, a maximum of 210,000 ordinary shares in
the Company may be allotted, including compensation for dividends paid
(if any) on the underlying share. The dilution impact on the total share
capital and voting powers in the Company will as a maximum be app. 0.8
per cent, based on the number of shares in Company currently outstanding.
In the event of full participation in the LTIP 2016, the Company’s
annual staff costs are expected to increase by approximately SEK 3.2
million (EUR 0.34 million). On a pro forma basis for 2016, these costs
have an insignificant impact on the Company’s operating margin.
Hedging and delivery of shares under the LTIP 2016
The board of directors has considered two alternative hedging methods
for the LTIP 2016; either (1) a combination of re-allocating shares of
series C held by the Company that are no longer needed in previously
resolved incentive programs to the LTIP 2016 and transfer of own
ordinary shares to participants in the LTIP 2016 who are entitled to
such (the latter option involving the following actions in addition to
the re-allocation from previous programs: (i) issuing shares of series C
with deviation of the shareholders’ preferential rights, (ii) reduction
of the Company’s share capital, (iii) repurchase of all issued shares of
series C, (iv) conversion of shares of series C to ordinary shares and
(v) transfer of own ordinary shares to participants in the LTIP 2016) or
(2) entering into an equity swap agreement (so called “hedging
arrangement”) with a third party (e.g. a bank) securing delivery of
shares under the plan. The board of directors considers the first
alternative to be the main alternative. The board of directors has
therefore proposed that the general meeting shall resolve in accordance
with item 17 (including items 17A-17D).
If the annual general meeting should not approve the proposal by the
board of directors according to item 17, the board of directors may
enter into the equity swap arrangement set out above with a third party
to secure the obligation of the Company to deliver ordinary shares under
the plan. Such a hedging arrangement with a third party may also be used
for the purpose to cover social security fees that accrue under the LTIP
2016. In case the equity swap arrangement is applied the third party
will deliver the ordinary shares to the Senior Executives in the LTIP
2016 once vested. In the meantime, while the shares are in the third
party’s custody, the Company will pay interest on the cost for
purchasing the ordinary shares. Any dividend on the ordinary shares
during such period will be refunded to the Company. Any remaining
ordinary shares not delivered to the Senior Executives will be sold on
the Nasdaq Stockholm. Any profit will be paid to the Company, who also
will carry the risk of potential losses. As an alternative, the ordinary
shares in the swap arrangement may be rolled-over to future LTIP
Estimated costs and value of LTIP 2016
The LTIP 2016 will be accounted for in accordance with IFRS 2 which
stipulates that the Share Rights should be recorded as a personnel
expense in the income statement during the Vesting Period. Based on the
assumptions of a share price of SEK 79.70 (average share price during
the period between 19 February 2016 – 20 March 2016), a maximum
participation, an annual employee turnover of ten percent among the
participants of the LTIP 2016, an average fulfillment of performance
conditions for Series B and Series C of approximately 50 per cent, and
full vesting of the Share Rights in all other respects, the cost for the
LTIP 2016, excluding social security costs, is estimated to
approximately SEK 6.3 million (EUR 0.67 million). Social security costs
will also be recorded as a personnel expense in the income statement by
current provisions. The estimated social security cost is approximately
SEK 2.9 million (EUR 0.31 million). The cost will be allocated over the
Assuming that a maximum profit of SEK 415 (EUR 44.31) per Share Right is
achieved, all the Senior Executives’ allocated Investment Shares have
remained in the LTIP 2016 and a 100 per cent fulfillment of the
performance conditions, the maximum cost for the LTIP 2016 is
approximately SEK 13.2 million (EUR 1.41 million) in accordance with
IFRS 2 and the maximum cost for social charges approximately SEK 21.6
million (EUR 2.31 million).
Item 17: Conveyance of shares under the LTIP by inter alia share issuance
The board of directors’ proposal according to this item 17 (including
17A-17D) is subject to the condition that the annual general meeting has
passed a resolution in accordance with item 16 above. It shall be noted
that the proposals in 17A-17D is conditioned by each other and can only
be adopted as one resolution.
17A: Issuance of new shares of series C
The board of directors proposes that the general meeting resolves to
increase the Company’s share capital with EUR 441,000 by issuance of
210,000 shares of series C, each with a quota value of EUR 2.10. The
right to subscribe for the new shares of series C shall, with deviation
from the shareholders’ preferential right, be attributed to Nordea Bank
Johan Eriksson, President and CEO
Telephone +46 70
776 80 22
Ulrik Englund, CFO
Telephone +46 70 286 85 92
Pettersson, Head of Group Communications
Telephone +46 70 776 80 88