The shareholders of Acando AB (publ), Reg. No. 556272-5092, are hereby convened to the Annual General Meeting of shareholders (AGM) to be held on Wednesday, 22 May 2019 at 16.00, at Cirio Advokatbyrå, Mäster Samuelsgatan 20, Stockholm, Sweden.
NOTIFICATION OF INTENTION TO ATTEND, AND RELATED ITEMS
Shareholders who wish to attend the AGM must
- be listed in the register of shareholders maintained by Euroclear Sweden AB Thursday 16 May 2019;
- and notify Acando of their intention to attend the AGM at the latest by 12 noon on Thursday 16 May 2019.
Notification of intention to attend may be made by one of the following ways:
- by telephone to +46 (0)8-699 70 00, weekdays 08:00–17:00 hrs
- by post to: Acando AB, Box 16061, SE-103 22 Stockholm, Sweden
- via Acando's website: www.acando.com.
Notifications must include the shareholder's name, address, telephone number, personal ID number or corporate registration number, as well as the names of any assistants.
Shareholders represented by proxy must enclose a power of attorney for the proxy together with the notification to attend. Persons who represent a legal entity must produce a copy of the certificate of incorporation or similar document that states the company's authorised signatories. Shareholders may appoint one or more representatives. If more than one representative is appointed, it must be stated in respective proxy which share the representative may vote for. Proxy form will be available at www.acando.com.
Shareholders whose shares are registered with a trustee (through bank notary or other administrator) must ensure that they be temporarily entered in the register of shareholders held by Euroclear Sweden AB in order to take part at the AGM. Shareholders must inform their trustee of this well before 16 May 2019, date by which such temporary registration must be completed.
1. Opening of meeting and election of chairman of the meeting.
2. Establishment and approval of a voting list.
3. Election of one or two persons to verify and sign the minutes.
4. Approval of the agenda.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual accounts, the consolidated accounts and their respective audit reports.
7. Resolutions in respect of:
a) Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) Appropriation of the Company's profits according to the adopted balance sheet;
c) Discharge from liability for the members of the board of directors and the managing director.
8. Resolution to amend the articles of association concerning the composition of the board.
9. Determination of number of board members and auditor or authorised accounting firm.
10. Determination of remuneration of board members and the auditors.
11. Details of board-member candidates' positions in other companies, as well as election of board members.
12. Election of chairman of the board.
13. Election of auditor.
14. Closing of the meeting.
Appropriation of profits (item 7 b)
The board of directors proposes that no dividend be paid for the financial year 2018 and that the result is carried forward.
Resolution to amend the articles of association concerning the composition of the board (item 8)
CGI proposes that the AGM resolves to change the number of board members from no less than five (5) and no more than eight (8) members to no less than three (3) and no more than ten (10) members. The proposal means that item 7 of Acando’s articles of association is amended in accordance with below.
|Item||Current wording||Proposed wording|
|§ 7||The Board of Directors shall consist of no less than five (5) and no more thaneight (8) members. Board members are elected at the Annual General Meeting.||The Board of Directors shall consist of no less than three (3) and no more thanten (10) members. Board members are elected at the Annual General Meeting.|
The resolution according to CGI’s proposal requires approval from shareholders representing at least two-thirds of both the number of votes cast as well as the shares represented at the AGM in order to be valid.
Proposed chairman of the AGM, number of board members and auditor or authorised accounting firm, remuneration, as well as election of board members, board chairman and auditor (items 1, 9, 10, 11 and 12, 13)
The board of directors has been notified that CGI proposes the following:
- That Annika Andersson is elected as chairman of the AGM;
- That there be three board members elected by the AGM and that the number of auditors shall be one;
- That there be no remuneration to the board members;
- That the remuneration of the auditors be in accordance with their agreed invoice;
- That the AGM elects Francois Boulanger, Heikki Nikku and Charles Gill as board members;
- That the AGM elects Francois Boulanger as chairman of the board;
- That as auditor, for the period up until the end of next AGM (2020), elect the firm Öhrlings PricewaterhouseCoopers AB.
Please see below information regarding all those proposed to be members of the board of directors of Acando.
- Francois Boulanger, born 1966, Executive Vice-President and Chief Financial Officer, CGI
- Heikki Nikku, born 1956, President, CGI Northern Europe operations
- Charles Gill, born 1965, VP Finance Northern Europe, CGI
Number of shares and votes in the Company
On the date on which this notice to attend was issued, the total number of shares in Acando amounted to 105,857,419 of which 1,289,990 are class A shares,103,667,429 class B shares and 900,000 class C shares, and the total number of votes in the Company amounted to 117,467,329. Acando holds 741,833 class B shares and 900,000 class C shares that cannot be represented at the AGM.
The board of directors or the person appointed by the board of directors is with full right of substitution proposed to be authorised 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.
The annual report and audit report are available at Acando’s website, www.acando.com and at the Company's office at Vasagatan 16, Stockholm. Shareholders who wish to have these documents sent to them by post may request this via email to firstname.lastname@example.org.
Information at annual general meeting
The board of directors shall, if any shareholder requesting it, and the board believes that it can be done without substantial injury to the company, provide information regarding the circumstances that may affect the assessment of an item on the agenda, and conditions that may affect the assessment of the company’s and subsidiary’s financial situation and the company’s relationship to other group company.
Processing of personal data
For information on how personal data is processed in relation the Meeting, see the privacy notice available on Euroclear’s website:
Stockholm, April 2019
Acando AB (publ)
The Board of Directors
Acando is the consulting company who with equal parts of technical excellence and insight in human behavior innovates, streamlines and mobilizes organizations to sustainable change. The Group has approximately 2,100 employees allocated over five countries. Acando had sales of more than SEK 2.8 billion in 2018 and is listed on Nasdaq Stockholm.