STOCKHOLM, March 31, 2020 /PRNewswire/ -- The shareholders
in Enea AB (publ), corp. id. no. 556209-7146, (the "Company"), are
hereby invited to attend the annual general meeting ("AGM") to be
held on Wednesday May 6, 2020, at
4.30 p.m. at Kista Science Tower,
Färögatan 33 in Kista, Stockholm.
Registration starts at 3.30 p.m.
Information on account of the corona virus
As a precautionary measure to reduce the risk of spreading the
corona virus, the company's board has decided to limit planned
speeches to a minimum and that no food and beverages will be served
at the AGM. The participation of both board members, company
management and the number of non-shareholders present will be
limited.
For shareholders who are concerned about the spread of infection
due to the corona virus, we want to emphasize the possibility of
not attending in person at the AGM but instead attending via a
representative. The company also offers the same opportunity for
shareholders who are ill, have recently been in a risk area or
belong to a risk group.
A proxy for representatives to represent shareholders and
exercise their voting rights is available on the website.
Statement by the CEO will be posted on the company's website
after the meeting.
Notice of attendance
Shareholders who wish to attend the AGM must be recorded as
shareholder in the share register maintained by Euroclear Sweden AB
no later than Wednesday April 29,
2020 and notify the Company no later than 5 p.m. on
Wednesday April 29, 2020. Notice of
attendance can be given by post to Enea AB (publ), P.O. Box 1033,
164 21 Kista, by telephone +46 8 507 140 00 or by e-mail to
agm@enea.com. Notice of attendance shall contain name, personal or
corporate identification number, number of represented shares,
address, telephone no. and assistant, if any, (no more than 2).
Shareholders represented by proxy shall issue a dated proxy. The
proxy may be valid for a maximum of five years if so has been
specifically stated. If no term of validity is stated, the proxy is
valid for one year. The proxy shall be submitted to the Company
well ahead of the AGM to the address stated above. Proxies issued
by a legal entity must be accompanied by an attested copy of the
entity's registration certificate. The registration certificate
must not be older than one year. A proxy form will be kept
available at the Company's website www.enea.com and will also be
sent to shareholders who so request and state their
address.
In order to be entitled to attend the AGM, shareholder having
shares registered in the name of a nominee must request the nominee
to temporarily, and by no later than Wednesday April 29, 2020, have the shares
re-registered in the share register in their own name. The
shareholder shall inform the nominee to that effect well in
advance.
Agenda
Proposed agenda of the AGM
1. Opening of the meeting
2. Election of chairman of the AGM
3. Preparation and approval of the voting list
4. Approval of the agenda of the
AGM
5. Election of one or two persons to verify the minutes and
count votes (tellers)
6. Determination as to whether the AGM has been properly
convened
7. Presentation by the CEO
8. Presentation of the annual report, the consolidated
accounts, the auditors' report and the auditors' report on the
consolidated accounts
9. Resolutions regarding
a. adoption of the income statement and the balance sheet,
the consolidated income statement and the consolidated balance
sheet
b. the appropriation of the Company's profit or loss in
accordance with the adopted balance sheet
c. discharge of liability for the members of the board of
directors and the CEO
10. Determination of the number of board members and deputy
members and the number of auditors and deputy auditors
11. Determination of the fees to the board members and the
auditors
12. Election of
a. members of the board of directors
b. chairman of the board
c. auditor
13. Resolution on the procedure on appointment of the members of
the nominating committee
14. The board's proposition on authorization for the board
to acquire and transfer treasury shares
15. The board's proposition on guidelines for remuneration
of senior executives
16. The board's proposition on authorization for the board to
issue new shares to finance further growth and expansion
17. Closing of the AGM
Propositions
The board's proposition on the appropriation of the Company's
profit or loss (item 9 b)
The board proposes that there will be no dividend distributed to
the shareholders regarding the financial year 2019.
Proposition by the nomination committee (item 2 and
10-13)
The following persons serve on the nomination committee ("NC")
for the AGM 2020; Per Lindberg,
Jan Dworsky (Swedbank Robur Fonder),
Niklas Johansson (Handelsbanken
Fonder), Henrik Söderberg (C WorldWide Asset Management) and
Anders Lidbeck (chairman of the
board of Enea AB). The NC has appointed Per
Lindberg as its chairman. The propositions by the NC are
supported by a unanimous NC.
The NC proposes that Anders
Lidbeck is appointed to chair the AGM 2020.
The NC proposes that the board shall consist of six ordinary
members elected by the general meeting without any deputy members
and that one auditor is appointed.
According to NC's proposition, the remuneration to the board
shall be a total of SEK 1,915,000 to
be allocated with SEK 500,000 to the
chairman and SEK 235,000 to the rest
of the members elected by the general meeting and SEK 240,000 to be allocated amongst the members
for committee work as follows: SEK
80,000 to the chairman of the audit committee and
SEK 40,000 each to the two members
and SEK 50,000 to the chairman of the
remuneration committee and SEK 30,000
to the member.
The NC proposes that the auditor shall receive reasonable
compensation as per invoice.
The NC proposes re-election of Anders
Skarin, Birgitta Stymne Göransson, Kjell Duveblad and
Mats Lindoff as members of the
board, re-election of Anders Lidbeck
as chairman of the board, and new election of Charlotta Sund as member of the board. The
previous board member Gunilla
Fransson has declined to be re-elected.
The NC proposes re-election of Öhrlings PricewaterhouseCoopers
AB, with the certified accountant Niklas
Kullberg as mainly responsible for the time being, as
auditor for the period until the next AGM.
The NC proposes that a new NC shall consist of representatives
of two of the largest shareholders as well as the chairman of the
board. The NC may, however, also consist of representatives of
three or four of the largest shareholders as well as the chairman
of the board, if the chairman of the board notices such an interest
amongst the largest shareholders in connection with the formation
of the NC. The chairman of the board is assigned to contact the
four largest (according to number of votes) shareholders per
September 30, 2020 and request them
to each appoint a member of the NC. If more than two of those
shareholders do not wish to appoint a member, additional
shareholders (according to number of votes) will be requested to
appoint a member of the NC. A shareholder representative should be
appointed chairman of the NC. The names of the NC members shall be
published in the Company's third quarterly interim report. The
period of mandate for the appointed NC shall run until the next NC
has been appointed. If a substantial change occurs in the
shareholder structure following the constitution of the NC, and
latest three months before the AGM, the NC shall be adjusted in
accordance with the principles above. The NC shall prepare and make
propositions to the AGM regarding election of the chairman of the
AGM, election of the chairman of the board as well as other members
of the board, remuneration for the board divided between the
chairman and the other members as well as the distribution of
remuneration, if any, for work in committees, election and
compensation of auditors and deputy auditors (if any) and
principles for appointment of a new NC. The NC shall have the right
to charge the Company with costs for e.g. recruitment consultants
and other costs that may arise in order for the NC to carry out its
assignment.
The board's proposition on an authorization for the board
to acquire and transfer treasury shares (item 14)
The board proposes that the AGM authorizes the board to acquire
and transfer treasury shares according to the following.
Acquisitions of shares may only be made on Nasdaq Stockholm (the
Marketplace") or in accordance with an offer to all shareholders in
the Company. Acquisition may only be made of such amount of shares
that the Company's holding of treasury shares at each time does not
supersede ten percent of all shares in the Company. Transfer of
shares may be made in other ways than on the Marketplace, including
a right to deviate from the shareholders preferential rights and
that payment may be made by other means than by cash. A maximum of
ten percent of the total number of the shares in the Company may be
transferred. The authorization stated above may be utilized on one
or several occasions up until the AGM 2021. Acquisitions of shares
on the Marketplace may only be made at a price within the
registered price interval at the Marketplace. Transfer of shares in
connection with acquisitions of businesses may be made at a market
price estimated by the board.
The purpose of the authorization above to acquire and transfer
shares is to continuously be able to adjust the capital structure
of the Company to the capital needs of the Company, to enable
financing, in whole or in part, in connection with acquisitions of
businesses and for financing and/or securing delivery of shares in
long-term incentive programs adopted by the AGM.
Decisions following this item on the agenda require support of
shareholders representing at least two-thirds of both cast votes as
well as the shares represented at the meeting.
The board's proposition on guidelines for remuneration of
senior executives (item 15)
The board of directors proposes that the Annual General Meeting
(AGM) approves the following guidelines for remuneration of senior
executives.
Who the guidelines cover, and their applicability
These guidelines for remuneration of senior executives cover the
Chief Executive Officer and other members of group management. The
guidelines should be applied to compensation agreed, and amendments
to compensation previously agreed, after the guidelines have been
adopted by the AGM 2020. Regarding employment terms in other
legislatures than Sweden, the
relevant adaptations should be made to comply with mandatory local
regulation or practice, in order for the overall purpose of these
guidelines to be met. These guidelines do not cover compensation
resolved by the AGM.
The board of directors is entitled to temporarily depart from
these guidelines wholly or partly if there are special reasons for
this in an individual case, and a departure is necessary to serve
the company's long-term interests and sustainability, or to ensure
the company's profitability. If such departure occurs, this should
be stated in the Remuneration Report at the following AGM. These
guidelines apply to the period from the AGM 2020 onwards. Matters
regarding departure from the guidelines should be subject to
consultation by the Remuneration Committee, and decision by the
board of directors.
The guidelines' promotion of the company's business strategy,
long-term interests and sustainability
Enea's ambition is to be a global software company, with a
strong and leading position in those markets that it addresses,
with yearly sales growth, high profitability and healthy cash
flows. Organic growth is the foundation of operations, and work is
ongoing to develop, rationalize and optimize it. Strategic and
complementary acquisitions will be continuously screened, and if
considered to add value for customers and shareholders within a
well-considered risk level, Enea will attempt to execute such
acquisitions. Enea's target is to maintain an EBIT margin of over
20% per year. EBIT margin will vary during quarters, keeping pace
with growth. Growth and earnings will vary between years and
quarters, mainly depending on how individual deals occur, and the
progress of royalty streams. For more information on Enea's
strategy, see www.enea.com
The board of directors' opinion is that the company's ability to
attract, motivate and retain high-performing staff and managers is
critical for successful implementation of the company's business
strategy and protection of the company's long-term interests,
including sustainability. This entails the company being able to
offer competitive benefits packages. Total compensation should
contain a variable component linked to the individual performance
of staff and managers, but that is also synchronized with the
company's profitability and long-term sustainability.
Forms of compensation, etc.
Remuneration and other employment terms of senior executives
should be at market levels. Remuneration consists of basic salary,
variable remuneration and pensions. Additionally-and independent of
these guidelines-the AGM is entitled to resolve on share or share
price-based payments.
Fixed basic salary
The basic salary of the CEO and other senior executives is
subject to yearly review. For the CEO, fixed basic salary may
represent a maximum of 60% of total compensation excluding LTI
(long-term incentive) programs and assuming a 50% outcome of STI
(short-term incentive) programs. For other senior executives, fixed
basic salary may represent a maximum of 90% of total compensation
excluding LTI, and assuming a 50% outcome of STI.
Short-term incentive programs (STI)
Enea's STI program has three parts. Two of these parts relate to
the company achieving specific targets, while one is determined by
the achievement of individual targets. The majority of compensation
is linked to the company's financial targets, while the individual
part of compensation corresponds to a lesser proportion of
them.
The criteria applied relate to the company's targets for sales
and EBIT, pursuant to the adopted annual financial statement. The
criteria applying to the individual targets should be formulated
prior to the end of the first quarter of the financial year the
compensation relates to, and should be as specific as the criteria
relating to the company's targets. The criteria are designed to
promote the company's business strategy, long-term interests, as
well as sustainability, and accordingly, the company's long-term
value creation.
The outcome of compensation is subject to consultation by the
Remuneration Committee, and decided by the board of directors for
the CEO. For other senior executives, the outcome of compensation
is consulted and decided by the Remuneration Committee. Payment of
compensation is as soon as possible after the Board meeting where
the company's annual financial statement is adopted for the vesting
year. Variable remuneration is not pensionable, nor used to
calculate vacation pay. The company is not entitled to reclaim this
compensation.
For the CEO, the STI may be a maximum of 100% of fixed basic
salary, and may be a maximum of 50% of total compensation excluding
LTI. For other senior executives, the STI may be a maximum of 120%
of fixed basic salary, and may be a maximum of 60% of total
compensation excluding LTI.
Long-term incentive programs (LTI)
Senior executives are eligible for incentive programs that are
basically share, or share price, related. An incentive program
should be designed to increase participants' commitment to the
company's progress, and be implemented on market terms. Share and
share price-related incentive programs are subject to AGM
resolution, and accordingly, are not covered by these
guidelines.
Pension
The CEO's agreed retirement age is 67, and other senior
executives do not have any specifically agreed retirement ages. All
pension benefits of senior executives are defined contribution.
This means that for senior executives, the company pays
individually agreed defined contribution pension premiums. Apart
from these pension benefits, the company has no pension obligations
to senior executives.
For the CEO, pension will be a maximum of 20% of total
compensation excluding LTI, assuming a 50% outcome from the STI.
For other senior executives, pension will be a maximum of 20% of
total compensation excluding LTI, and assuming a 50% outcome from
the STI.
Senior executives employed in countries other than Sweden are subject to local pension plans in
their respective home countries. Such plans are consistent with
those offered to other employees in the same countries.
Accordingly, in terms of retirement age and any additional pension
obligations, there may be some variation in employment terms in
other legislatures than Sweden
where mandatory local regulation or practice requires, and
accordingly, the overall purpose of these guidelines should still
be met.
Notice period and severance pay
The employment or service contracts of senior executives should
apply until further notice, or for a specific period. For the CEO,
a six-month notice period applies for termination by the company.
In addition to dismissal pay, the CEO is entitled to severance pay
of six times fixed monthly salary. During the notice period, the
employment contract and associated benefits apply. For other senior
executives, maximum notice periods of six months apply to
termination by the company. Apart from dismissal pay, other senior
executives are not entitled to severance pay. Applicable employment
contracts and associated benefits apply during notice periods.
Where severance pay is due, no other benefits are payable after the
end of the notice period.
Salary and employment terms of employees
Consultation on the board of directors' proposal on guidelines
for remuneration of senior executives considers salary and
employment terms of the company's employees. Information on
employees' total compensation, the components of such compensation,
as well as increases and rates of increase of compensation over
time, have been collated and served as part of the decision-support
data for the Remuneration Committee and the board of directors when
appraising the reasonableness of the guidelines and their ensuing
limitations.
Decision-making process
The board of directors should prepare a proposal for new
guidelines when a need for significant amendments arise, although
at least every fourth year. The board of directors' proposal is
subject to consultation by the Board's Remuneration Committee. The
Chairman of the Board should serve as Chairman of the Remuneration
Committee. With the aim of resolving conflicts of interest, other
Board members elected by the AGM that are members of the
Remuneration Committee should be independent of the company and its
management.
The duties of the Remuneration Committee should include
monitoring and evaluating application of the guidelines for
remuneration of senior executives as approved by the AGM. When the
Remuneration Committee has consulted on the proposal, it is
referred to the board of directors for decision. The Chef Executive
Officer or other members of group management should not participate
in the board of directors' consideration of, and decisions on,
remuneration-related issues, to the extent they are affected by
these issues.
If the Meeting does not resolve to adopt the guidelines as
proposed, the board of directors should submit a new proposal by no
later than at the next AGM. In such case, remuneration should be
paid in accordance with the guidelines that applied previously, or
if there are no such guidelines, consistently with the company's
practice.
In consultation on these issues, external advisors may be
appointed as considered necessary.
Review of guidelines
The guidelines for remuneration of senior executives were
reviewed due to the amendments to the Swedish Companies Act that
came into effect on 10 June 2019. The
proposed amendments are not expected to imply any significant
alteration of the remuneration paid according to current
guidelines. The company did not receive any points of view from
shareholders.
The board's proposition on authorization for the board to
issue new shares to finance further growth and expansion (item
16)
The board proposes that the AGM authorizes the board until the
AGM 2021, on one or more occasions, to decide on new issues of
shares as follows.
This authorization entails the right to issue a maximum of 1,965
023 shares, i.e. maximum ten percent of the number of issued shares
on the day of this notice.
Share issues may be made with or without deviation from the
shareholders' preferential rights.
The issue price shall be based on market practice.
New shares may be paid in cash, by set-off or by contribution in
kind or otherwise be subject to conditions referred to in chapter
13 § 5 first paragraph 6 of the Companies Act. The board shall have
the right to decide the other terms and conditions of the share
issue.
The board proposes that the CEO shall, with full right of
substitution, be authorized to make necessary and small adjustments
in order to enable registration of the resolution at the Swedish
Companies' Registration Office.
Decisions following this item on the agenda require support of
shareholders representing at least two-thirds of both cast votes as
well as the shares represented at the meeting.
Other issues
The total amount of shares and votes in the Company at the time
of the issuance of this notice is 21,615,231 of which the Company
has re-purchased and holds 314,760 treasury shares. The
shareholders are reminded of their right to request information
from the board and the CEO in accordance with chapter 7 section 32
of the Swedish Companies Act.
Authorization
The board of directors or the person appointed by the board of
directors is with full right of substitution proposed to be
authorized to make necessary and small adjustments in order to
enable registration of the resolutions at the Swedish Companies
Registration Office and/or Euroclear Sweden AB.
Documentation
The annual report and the auditor's report, a compilation of the
proposed board members' other engagements as well as the board's
complete proposals and other documentation will be available at the
Company no later than three weeks prior to the AGM. The documents
will also be available at www.enea.com. Copies of the documents
will be sent by post to shareholders requesting so and stating
their postal address and will also be available at the AGM.
Personal data processing
For information on how your personal data is processed, please
see the privacy policy that is available at Euroclear's website
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Enea AB (publ)
Kista, March 2020
The Board
This English version is an unofficial translation. In case of
discrepancies, the Swedish version of this document shall
prevail.
About Enea
Enea is a world-leading supplier of innovative software
components for telecommunications and cybersecurity. Focus areas
are cloud-native, 5G-ready products for mobile core, network
virtualization, and traffic intelligence. More than 3 billion
people rely on Enea technologies in their daily lives. Enea is
listed on Nasdaq Stockholm. For more
information: www.enea.com
Enea®, Enea OSE®, Netbricks®, Polyhedra®, Zealcore®, Enea®
Element, Enea® Optima, Enea® LINX, Enea® Accelerator, Enea® dSPEED
Platform and COSNOS® are registered trademarks of Enea AB and its
subsidiaries. Enea OSE®ck, Enea OSE® Epsilon, Enea® Optima Log
Analyzer, Enea® Black Box Recorder, Polyhedra® Lite, Enea® System
Manager, Enea® ElementCenter NMS, Enea® On-device Management and
Embedded for LeadersTM are unregistered trademarks of
Enea AB or its subsidiaries. Any other company, product or service
names mentioned above are the registered or unregistered trademarks
of their respective owner. © Enea AB 2020
For more information contact:
Anders Lidbeck, Chairman of the
board
Phone: +46-8-507-140-00
Jan Häglund, President & CEO
Phone: +46-8-507-140-00
E-mail:
jan.haglund@enea.com
Lotta Trulsson, Executive
Assistant
Phone: +46-8-507-140-00
E-mail: lotta.trulsson@enea.com
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/enea-ab/r/notice-of-annual-general-meeting-of-shareholders-in-enea-ab--publ-,c3077663
The following files are available for download:
|
https://mb.cision.com/Main/1006/3077663/1221625.pdf
|
Release
|