11 March 2016 р.
Proposals for resolution to the annual general meeting in Industrial and Financial Systems, IFS AB (publ.)
The board of Industrial and Financial Systems, IFS AB (“IFS”, the “company”) has received proposals for resolution to the annual general meeting (“AGM”) from the main owner, IGT Holding IV AB (“IGT Holding”), holding approximately 82.5 percent of the shares and 86.4 percent of the votes in the Company.
The IFS nomination committee was established in accordance with the guidelines adopted by the AGM of 2015, consisting of representatives of the company’s largest shareholders on the basis of the ownership situation per the end of August 2015. As a result of the new ownership situation the conditions for the nomination committee have substantially changed, meaning that the current ownership structure cannot be meaningfully reflected in the nomination committee as composed according to the principles adopted by the AGM. IGT Holding has declared to the board that, for the forthcoming AGM, it intends to prepare the proposals that would otherwise have been the mandate of the nomination committee. The board has now received the following proposals from IGT Holding for resolution at the AGM:
- that adjunct professor Svante Johansson be appointed to chair the AGM;
- that the board be comprised of seven members and no deputies;
- that Neil Masom be reelected to the board, and that Lars Wollung, Måns Hultman, Jonas Person, Markus Roithmeier, Per Franzén and Johannes Reichel be elected to the board;
- that Lars Wollung be elected as chairman of the board and Per Franzén as deputy chairman of the board;
- that, as communicated in the notice to convene the AGM, the registered public accounting firm PricewaterhouseCoopers AB be reelected as the company’s auditors until the end of the next AGM;
- that directors’ fees amount to a total of SKr 2,300,000, whereof SKr 1,000,000 to the Chairman and SKr 300,000 to each of the other board members who are not employed by the Company and who are not employed by EQT Partners AB or its affiliates, and an unchanged fee of SKr 100,000 as additional remuneration for work as chairman of the audit committee;
- that, as communicated in the notice to convene the AGM, fees be paid to the company’s auditors according to approved invoices.
Lars Wollung has previously been CEO for 15 years and management consultant for 15 years. He is the co-founder, and former president and CEO of the IT company Acando, and former president and CEO of the credit management company Intrum Justitia. At present, Lars Wollung is the chairman of the board of the communication group The Northern Alliance and board director of the IT company Tieto, the software firm Dlaboratory, the bank TF and the payment service provider Bambora.
Måns Hultman has previously been the CEO & chairman of the board of Qlik Technologies, partner in Sundet Investment AB, board director of Hybris AG, Digital Route AB, Mamut AS, NetAdmin AB, Apptus AB. At present he is board director of Ikano Group, itslearning AS, StormGeo AS, Automic Holding AG, and Crossbow AB.
Jonas Persson is the former CEO of Microsoft Sweden and has held a number of senior positions within Microsoft, including as COO of cloud services and software development engagements. He has also worked as a sales leader for consumer mobility solutions and vertical industry solutions in Europe. At present Jonas Persson is an advisor to Microsoft and board director at Automic Software and Tia Technologies.
Markus Roithmeier has previously held positions within Investor Panopticon AB, and has been board director of DataVirtuality, VP Sales of QlikTech AB, VP Sales & Marketing Jedox AG, and managing consultant with PA Consulting Group. At present he is board director of TIS GmbH and board observer of Automic Software.
Per Franzén has previously been board director of AcadeMedia, Duni, Securitas Direct and SSP. At present, he is partner at EQT Partners, board director of Anticimex, Automic Software, Eton, Evidensia, and board observer of Piab.
Johannes Reichel has previously held positions within Deutsche Bank. He is currently a director at EQT Partners and deputy board director of Automic Software, CBR Fashion Group and Lima Corporate.
The board of IFS has also received the following proposal for resolution to the annual general meeting from minority shareholders The Liverpool Limited Partnership and Elliott International L. P. (the “Shareholders”), holding approximately 12.1 percent of the shares and 9.5 percent of the votes in the Company.
“The Shareholders propose that the annual general meeting, in accordance with Chapter 18 Section 11 of the Companies Act, resolves on a minority dividend of SKr 3.18 per share [based on the assumption that 426,600 shares of series B are held by IFS in own custody]. March 16, 2016 shall be the record date for the dividend.
According to the annual financial statements for 2015, the annual profits for IFS amount to SKr 198 million. IFS has no accumulated losses from the previous year and IFS is not under requirement to allocate any part of such profits to non-distributable equity (and no such allocations have been made).
It can be concluded that the annual general meeting shall, in accordance with Chapter 18 Section 11 paragraph 1 of the Companies Act, resolve to distribute SKr 99 million, which equals half of the remaining profits for the year.
With reference to the fact that the annual general meeting is not obliged to resolve on a dividend of more than 5 percent of IFS’s equity (SKr 1,563 million), compare Chapter 18 Section 11 paragraph 4 of the Companies Act, the Shareholders have accordingly decided to propose a dividend of a total of SKr 78.15, which equals SKr 3.18 per share.
Based on available information, such a dividend would, according to the Shareholders’ opinion, be compliant with the provisions in Chapter 17 Section 3 of the Companies Act.”
Statement of the board of IFS on the proposed minority dividend
In view of The Liverpool Limited Partnership’s and Elliott International L.P.’s proposal for a dividend of SKr 3.18 per share, totaling SKr 78.15 million, in accordance with the provisions of Chapter 18, Section 11 of the Swedish Companies Act, and taking into account that the Company’s main owner IGT Holding IV AB has declared to the Board that it will not oppose such proposal, the Board has reason to revise its assessment regarding the justifiability to pay dividends previously made in the notice to convene the AGM.
The proposed dividend will reduce the Company’s equity ratio from 70 percent to 69 percent, and the IFS Group’s equity ratio from 45 percent to 44 percent. The proposed measure is not expected to affect the Company's ability to timely fulfill current and future payment obligations. The Company’s liquidity forecast comprises a readiness to handle variations in the current payment obligations. The Company's financial position does not give rise to any assessment other than that the Company can continue its business and that it can be expected to fulfil its short-term and long-term commitments.
The Board is of the opinion that the size of the equity as reported in the latest annual report is in reasonable proportion to the scale of the Company's operations and the risks associated with its operations, taking into account the proposed dividend.
In view of the above and based on what the Board is otherwise aware of, the Board considers that the proposed dividend, based on a comprehensive assessment of the financial position of the Company and the IFS Group, is justifiable in accordance with Chapter 17, Section 3, Paragraphs 2 and 3 of the Swedish Companies Act, i.e. taking into consideration the requirements imposed by the business’ nature, scope, and associated risks as regards the size of the equity of the Company and the IFS Group and considering the need of the Company and the IFS Group to strengthen its balance sheet, liquidity, and financial position in general.
The AGM will take place on Monday, March 14th, 2016.
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 2,800 employees. IFS supports more than 1 million users worldwide from its network of local offices and through a growing ecosystem of partners. For more information visit: www.ifsworld.com.
Follow us on Twitter: @ifsworld
Visit the IFS Blog on technology, innovation and creativity: http://blog.ifsworld.com/
IFS discloses the information provided herein pursuant to the Financial Instruments Trading Act (1991:980) and/or the Securities Markets Act (2007:528).
The information was submitted for publication March 11, 2016 at 8:45 a.m. (CET).