11 February 2016 р.
Notice to attend the annual general meeting of shareholders in Industrial and Financial Systems, IFS AB (publ)
The shareholders in Industrial and Financial Systems IFS AB (publ.), Corp Id No 556122-0996, are hereby given notice to attend the annual general meeting (AGM) of shareholders on Monday, March 14, 2016, at 9:00 a.m., in the IFS office, Lindhagensgatan 116, in Stockholm, Sweden.
Shareholders intending to attend the AGM must be registered in the stock register maintained by Euroclear Sweden AB on Tuesday, March 8, 2016, and must notify IFS of their intention to attend no later than Wednesday, March 9, 2016 at 12:00 noon.
Notice of attendance may be given by telephone at: +46 8 58 78 45 00 or via the company’s website www.ifsworld.com. When giving notice of attendance, please provide name, personal registration or corporate registration number, if applicable, address, telephone number, stockholding, and information regarding any assistants (not more than two). If attendance is by proxy, the proxy must be submitted to the company together with the notice of attendance. Proxy forms for shareholders wishing to participate in the AGM by proxy will be available from the company’s website at www.ifsworld.com or can be acquired by calling +46 8 58 78 45 00.
Shareholders who have deposited their stock with trustees, to be entitled to attend the AGM and exercise their voting rights, must provisionally register their stock in their own name in the stock register maintained by Euroclear Sweden AB per March 8, 2016. Consequently, shareholders who wish to re-register must notify their stockbrokers of this well in advance of March 8, 2016.
- The meeting is called to order.
- Election of chairman for the meeting.
- Preparation and approval of the register of voters.
- Approval of the agenda.
- Election of one or two members to verify the minutes.
- Determine whether the meeting has been duly convened.
a. Presentation by the chairman of the board.
b. Presentation by the chief executive officer (CEO).
- Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report for the group.
- Resolution to approve the statement of income and the balance sheet as well as the consolidated statement of income and the consolidated balance sheet.
- Resolution on appropriation of the company’s profit or loss in accordance with the approved balance sheet.
- Resolution on discharge from liability for the members of the board and the CEO.
- Determine the number of members of the board and deputies.
- Determine remuneration for the board and the auditors.
- Election of board members, the chairman and the deputy chairman of the board, and auditors.
- Resolution on guidelines for the remuneration of executive management.
- Resolution concerning nomination committee for the next AGM.
- The meeting is closed.
FURTHER DETAILS OF THE PROPOSALS FOR RESOLUTION AT THE AGM
Resolution on dividend (Item 10)
In view of the recent major ownership change and as a new board will be appointed at the AGM, the board has decided not to propose any dividend for fiscal 2015 in order to provide the new board freedom to outline the company's strategy and assess the company's capital requirements.
The board is therefore of the opinion that a dividend under these circumstances would not be justifiable in view of the requirements that may be imposed by the nature, extent, and risks associated with doing business as regards the size of the equity of the company and considering the need of the company to strengthen its balance sheet, liquidity and financial position in general.
Resolution on guidelines for the remuneration of executive management (Item 15)
The board proposes a system of remuneration for the executive management of IFS, including the CEO, that is aligned with market terms and conditions and that is sufficiently competitive to be of interest to the qualified circle of employees that IFS wishes to attract and retain. The board seeks continuity and hence the proposal is essentially in line with the guidelines and remuneration principles from the previous year and are based on existing contracts between IFS and the respective executives.
Remuneration to the executive management in IFS shall be aligned with market terms and conditions, shall be individual and differentiated, and shall support the interests of the stockholders. Remuneration principles shall be predictable, both in terms of costs for the company and benefits for the individual, and shall be based on factors such as competence, experience, responsibility and performance.
Total remuneration paid to executive management shall consist of a basic salary, variable remuneration, an incentive program, pension contributions, and other benefits.
The total annual monetary remuneration paid to each member of executive management, i.e., basic salary and variable remuneration, shall correspond to a competitive level of remuneration in the respective executive's country of residence.
Variable remuneration shall be linked to predetermined measurable criteria designed to promote long-term value generation in the company. The relationship between basic salary and variable remuneration shall be proportionate to the executive’s responsibility and powers. Variable remuneration varies according to position. For 2016, it is proposed that the guidelines for the variable remuneration payable to the executive management be unchanged from the previous year. For the CEO this means that the maximum variable remuneration shall not exceed 50 percent of the basic salary, and for the other members of executive management variable remuneration shall be payable in the interval 25–60 percent of the basic salary, based on achievement of 80–120 percent of individual goals.
Pension benefits shall correspond to a competitive level in the respective executive’s country of residence and shall, as in previous years, consist of a premium-based pension plan or its equivalent. The CEO is entitled to a premium-based pension plan with a premium that is 20 percent of the basic salary. The retirement age for the CEO and other members of executive management is 65, but the CEO and the company are entitled to invoke the right to early retirement for the CEO at the age of 64. In such a case, the CEO shall receive the equivalent of 60 percent of the basic salary until he is 65. Moreover, the retirement of the CEO will not affect the warrants acquired by him within the scope of adopted incentive programs.
Other benefits are chiefly related to company cars and telephones and shall, where they exist, constitute a limited portion of the remuneration and be competitive in the local market.
If the company terminates the employment, the period of notice is normally 6–12 months; if the executive terminates the employment, the period of notice is normally 3–6 months. The basic salary during the period of notice, together with severance pay, shall not exceed an amount corresponding to two years’ basic salary.
As regards the issue of long-term incentive programs, in view of the recent major ownership change and as a new board will be appointed at the AGM, the board has decided not to propose any new incentive program so as to give the new board the freedom to outline the company's strategy in this matter.
The board of directors shall have the right to deviate from the above guidelines in individual cases if there is good reason to do so. In such an event, the board shall inform the immediately following AGM and explain the reason for the deviation.
The guidelines apply to employment contracts entered into after the resolution is adopted by the AGM and to changes made to existing terms and conditions after this point in time.
The chairman of the AGM, the number of board members and deputies, remuneration of the board members and the auditors, election of board members, the chairman and the deputy chairman of the board, and auditors, and resolution concerning nomination committee for the next AGM (Items 2, 12, 13, 14, and 16)
It is proposed that PricewaterhouseCoopers AB be re-elected as the company’s auditor. Pursuant to the Swedish Companies Act the term will apply until the end of the next AGM.
Further, it is proposed that the auditors’ fees be paid according to approved invoices.
Other proposals under these agenda items are currently being prepared and will be presented later when finalized, however no later than at the AGM.
The complete list of proposals for resolution, including the company’s annual report and auditor’s report for fiscal 2015, will except where otherwise provided above be available for inspection as of February 22, 2016, at the company’s head office in Linköping, at the company’s office in Stockholm, and via the company’s website, www.ifsworld.com. The information will be sent upon request to any shareholders who submit their postal addresses.
Information at the AGM
The board and the CEO will, if any shareholder so requests and the board deems that it can be done without material harm to the company, provide information at the AGM regarding circumstances that may affect the agenda, or conditions that may affect the assessment of the financial situation of the company or any subsidiary or the company's relationship to any group company.
Outstanding shares and votes
At the time this notice was issued, the number of outstanding shares in the company amounted to 24,971,830, representing a total of 3,423,589.9 votes, of which 1,029,341 Series-A shares represent 1,029,341 votes and 23,942,489 Series-B shares represent 2,394,248.9 votes. The number of shares held by the company in own custody was 426,600 Series-B shares, representing 42,660 votes and corresponding to approximately 1.7 per cent of the capital stock of the company. The shares held by the company in own custody may not be represented at the AGM.
Linköping, February 2016
The Board of Directors
IFS™ is a globally recognized leader in developing and delivering enterprise software for enterprise resource planning (ERP), enterprise asset management (EAM) and enterprise service management (ESM). IFS brings customers in targeted sectors closer to their business, helps them be more agile and enables them to profit from change. IFS is a public company (XSTO: IFS) founded in 1983 and currently has over 2,700 employees. IFS supports more than 2,400 customers worldwide from its network of local offices and through a growing ecosystem of partners. For more information visit: www.ifsworld.com.
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