Notice of Annual General Meeting in Transcom WorldWide AB (publ)
Stockholm, 27 March 2017
The shareholders of Transcom WorldWide AB (publ), reg. no. 556880-1277, (the “Company” or “Transcom”) are hereby invited to the annual general meeting on Wednesday 26 April 2017 at 10.00 at Gjörwellsgatan 30, 2nd floor 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 Thursday 20 April 2017. Shareholders whose shares are registered in the name of a nominee must no later than on Thursday 20 April 2017 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 Thursday 20 April 2017. 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. In order to facilitate the registration at the general meeting, 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. Forms of power of attorney are available at the Company’s website, www.transcom.com.
- Election of chairman of the general meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes of the meeting.
- Determination of whether the general meeting was duly convened.
- Submission of the annual report and the auditors’ report as well as the consolidated financial statements and the auditors’ report for the group.
- Resolutions regarding the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
- Resolutions regarding allocation of the Company’s profits or losses in accordance with the adopted balance sheet.
- Resolutions regarding discharge of the members of the board of directors and the managing director from liability.
- Determination of the number of members of the board of directors.
- Determination of fees for members of the board of directors.
- Election of the members and the chairman of the board of directors.
- Adoption of guidelines for remuneration to senior executives.
- Closing of the meeting.
Proposals for resolutions
Item 1: Election of chairman of the general meeting
Altor AB which, following its public offer to the shareholders of Transcom, holds more than 90 percent of the shares and votes in the Company, proposes that Carl Svernlöv, attorney at law, at Baker & McKenzie Advokatbyrå KB is appointed as chairman of the general meeting.
Item 8: Resolutions regarding allocation of the Company’s profits or losses in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Items 10-12: Determination of the number and election of members of the board of directors as well as determination of fees for members of the board of directors
The Company has been informed that Altor AB intends to provide the Company with proposals in respect of items 10-12 well in advance of the annual general meeting. The Company will announce these proposals as soon as they have been provided to the Company..
Item 13: Adoption of guidelines for remuneration to senior executives
The board of directors proposes that the annual general meeting resolves to adopt guidelines for remuneration to senior executives in accordance with the following:
The remuneration to the senior executives shall consist of a well-balanced combination of fixed salary, variable cash remuneration and/or long term incentive programs, pension benefits and other benefits.
Performance targets for variable remuneration may be quantitative and/or qualitative and shall aim to fulfill Transcom’s long term strategy. Variable cash remuneration shall not exceed the fixed salary.
Pension benefits shall as far as possible be defined contribution. The managing director’s and the other senior executives’ notice period shall be a maximum 18 months. Fixed salary during notice periods and severance pay are together not to exceed an amount equivalent to the individual’s fixed salary for two years.
In special circumstances and in a certain case, the board of directors may deviate from these guidelines.
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 2016 which is available at Transcom’s website, www.transcom.com.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 26,916,584, of which 26,322,212 are ordinary shares and 594,372 are shares of series C. Each share (regardless of series) represents one vote. The Company does today own 108,594 ordinary shares and all 594,372 issued shares of series C. The Company will not exercise voting rights connected to the shares held in the Company’s custody.
Accounts, audit report and auditor statement regarding the guidelines for remuneration to senior executives, will be available at the Company at Gjörwellsgatan 30 in Stockholm and at the Company’s website www.transcom.com, at least three (3) weeks in advance of the annual general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are reminded of their right to request information at the annual general meeting from the board of directors and the managing director in accordance with Ch. 7 § 32 of the Swedish Companies Act.
Stockholm in March 2017
Transcom WorldWide AB (publ)
The board of directors
For further information, please contact:
Johan Eriksson, President and CEO
Telephone +46 70 776 80 22
Ulrik Englund, CFO
Telephone +46 70 286 85 92
Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88