IFS (STO:IFSA) (STO:IFSB)
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 Wednesday, March 26, 2014, at
3:00 p.m., at hotel Courtyard by Marriott, Rålambshovsleden 50, in
Shareholders intending to attend the AGM must be registered in the stock
register maintained by Euroclear Sweden AB on Thursday, March 20, 2014,
and must submit their application to IFS no later than Monday, March 24,
2014 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 20, 2014.
Consequently, shareholders who wish to re-register must notify their
stockbrokers of this well in advance of March 20, 2014.
1. The meeting is called to order.
2. Election of chairman for the meeting.
3. Preparation and approval of the register of voters.
4. Approval of the agenda.
5. Election of one or two members to verify the minutes.
6. Determine whether the meeting has been duly convened.
a. Presentation by the chairman of the board.
b. Presentation by the chief executive officer (CEO).
8. Submission of the annual report and the auditor’s report as well as
the consolidated statement of income and the consolidated balance sheet.
9. Resolution to approve the statement of income and the balance sheet
as well as the consolidated statement of income and the consolidated
10. Resolution on allocations concerning group income in accordance with
the approved balance sheet.
11. Resolution on discharge from liability for the members of the board
and the chief executive officer.
12. Determine the number of members of the board and deputies.
13. Determine remuneration for the board and the auditors.
14. Election of board members, the chairman and the deputy chairman of
the board, and auditors. 15. Resolution concerning guidelines for the
remuneration of the executive management and incentive program:
a. Resolution concerning guidelines for the remuneration of the
b. Resolution concerning incentive program.
16. Proposal concerning the establishment of a nomination committee.
17. Resolution to authorize the board to resolve to repurchase shares.
18. The meeting is closed.
PROPOSALS OF THE BOARD OF DIRECTORS FOR RESOLUTION AT THE AGM
Disposition of earnings (Item 10)
The board proposes that a dividend of SKr 3.50 per share be paid. Monday
March 31, 2014, is proposed as the record day. Should the AGM resolve in
accordance with the board’s proposal, the dividend is expected to be
distributed by Euroclear Sweden AB on Thursday, April 3, 2014.
Resolution concerning guidelines for the remuneration of executive
management and incentive program (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
Resolution concerning guidelines for the remuneration of executive
management (Item 15.a)
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
2014, 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. Long-term incentive programs are
treated under Item 15.b below. 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 executives 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 (previously 62). In such a case, the CEO shall receive the
equivalent of 60 percent of the basic salary until he is 65. 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. 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.
Resolution concerning incentive program (Item 15.b)
The board proposes that the AGM resolves to adopt an incentive program
with a corresponding structure as last year, which entails that
executive management, other officers, and key personnel in the IFS group
are offered the opportunity to subscribe for warrants in the company at
market price. Each warrant shall be exercisable to subscribe for one
issued Series-B share during an exercise period from the day after the
release of the first quarterly report 2017 until and including June 28,
2019. To stimulate participation in the program, it is proposed that for
each warrant acquired at market price, the participant may be allotted a
maximum of additional three warrants free of charge. The number of
warrants that participants can be allotted free of charge is dependent
on the outcome of a performance condition linked to the company’s
earnings-per-share target for 2014 in accordance with predetermined
criteria established by the board. Warrants allotted free of charge may
be exercised only on the condition that the warrants acquired at market
price have been retained by the participant until the first day on which
they are exercisable for share subscription as per the above. The
proposal entails the issue of not more than 247,000 warrants. Each
warrant carries the right to acquire one Series-B share at a
subscription price corresponding to 110 per cent of the volume-weighted
average price paid for the company’s share on the NASDAQ OMX Stockholm
Exchange between April 22, 2014 and April 28, 2014. The right to
subscribe for warrants shall accrue to wholly owned subsidiaries, which
will transfer the warrants to current and future members of executive
management, other officers, and key personnel within the group. The
company CEO shall be assigned no more than 74,100 warrants, other
members of executive management no more than 49,400 warrants in total,
and other officers and key personnel no more than 24,700 warrants in
total. If all 247,000 warrants are exercised to subscribe for a maximum
of 247,000 Series-B shares, the company’s capital stock will increase by
SKr 4,940,000, corresponding to approximately 1.0 per cent of the
capital stock and 0.7 percent of the voting rights after dilution.
Together with the warrants issued at the respective AGMs in 2011, 2012
and 2013, the four programs, on full subscription, can entail a dilution
of approximately 2.7 percent of the existing capital stock and of
approximately 1.9 percent of the voting rights. Based on the assumptions
of a share price of SKr 177.00 (closing share price of the IFS Series-B
share on February 19, 2014), a subscription price of 194.70, a maximum
participation and a maximum fulfillment of the performance condition,
the cost for the program is estimated at approximately SKr 4 million.
The cost will be allocated over the years 2014–2017. To minimize
dilution and share price exposure resulting from the incentive program,
the board, on the basis of mandates granted by the AGM, intends to
purchase Series-B shares in the company in an amount corresponding to
the number of warrants issued within the framework of the incentive
program. The purpose of the incentive program is to create conditions
for retaining and recruiting competent personnel and to increase
employee motivation. The board considers that the introduction of the
incentive program as outlined above will benefit the group and the
company’s shareholders. The board shall be responsible for the exact
wording and management of the incentive program within the framework of
the given terms and conditions and guidelines. In this connection, the
board shall have the right to make adjustments to fulfil particular
legislation or market conditions internationally. A valid resolution to
adopt the incentive program under this item 15.b requires that it be
supported by shareholders representing at least nine tenths of the
shares and votes represented at the AGM.
Resolution to authorize the board to resolve to repurchase shares (Item
The board proposes that the AGM authorize the board to resolve, on one
or more occasions until the next AGM, to repurchase the company’s own
Series-B shares. The authorization to repurchase Series-B shares shall
be limited to such an amount that the company’s stockholding on each
occasion does not exceed 10 percent of the total number of shares in the
company. The shares shall be acquired through the NASDAQ OMX Stockholm
Exchange in compliance with stock exchange regulations and only at a
price within the registered interval on each occasion, by which is meant
the interval between the highest buying price and the lowest selling
price. The purpose of the authorization is to accord the board a greater
opportunity to continuously adjust the company’s capital structure and
thereby contribute to increased shareholder value, for example, by
minimizing the effects of dilution and the effect on the share price as
well as to facilitate the implementation of the incentive program
outlined in Item 15.b as well as previously adopted or any subsequent
incentive programs that may be adopted. A valid resolution to adopt the
board’s proposal under this item 17 requires that it be supported by
shareholders representing at least two thirds of the shares and votes
represented at the AGM.
PROPOSALS OF THE NOMINATION COMMITTEE FOR RESOLUTION AT THE AGM
The chairman of the AGM, the number of board members, remuneration of
board members, auditors’ fees, election of board members, the chairman
and the deputy chairman of the board, and auditors, and resolution
concerning establishment of a nomination committee (Items 2, 12, 13, 14,
and 16) The nomination committee, consisting of Gustaf Douglas
(Förvaltnings AB Wasatornet, committee chairman), Lars Bergkvist
(Lannebo Fonder), Ulf Strömsten (Catella Capital), Bengt Nilsson
(Founders) and Anders Böös (chairman of the board of IFS), who represent
approximately 54 percent of the total number of votes in the company,
· Anders Böös chair the AGM
· Six ordinary board members be elected, without deputies
· Directors’ fees (including remuneration for work on the audit
committee) shall amount to a total of SKr 3,050,000, of which SKr
1,400,000 be paid to the chairman of the board and SKr 375,000 be paid
to each of the remaining board members, with the exception of the CEO.
It is proposed that a fee of SKr 100,000 be paid to the chairman and SKr
50,000 to other members of the audit committee, both unchanged from the
· Auditors’ fees be paid according to approved invoices.
· Board members Anders Böös, Bengt Nilsson, Ulrika Hagdahl, Birgitta
Klasén, Neil Masom, and Alastair Sorbie be re-elected.
· Anders Böös be re-elected as chairman of the board
· Bengt Nilsson be re-elected deputy chairman of the board
· PricewaterhouseCoopers AB be re-elected as the company’s auditor.
· As regards the establishment of a nomination committee and its work
for the AGM 2015, it is proposed that it be established on basis of the
corresponding principles and procedures applicable to the nomination
committee for the AGM 2014.
Finally, it is proposed that the AGM authorize the board of directors,
the CEO or other person appointed by the board to make such amendments
to resolutions that may be required in connection with registration with
the Swedish Companies Registration Office (Bolagsverket). The complete
list of proposals for resolution above, including the statement by the
board in respect of profit allocation and authorization to repurchase
shares, and the company’s annual report and auditor’s report for fiscal
2013 will be available for inspection as of March 5, 2014, at the
company’s head office in Linköping, at the company’s office in
Stockholm, and via the company’s website, www.ifsworld.com.
Further information about the directors proposed as members of the board
and the reasoned opinion of the nomination committee in respect thereof
are also available on the company’s website. The information will be
sent upon request to any shareholders who submit their postal addresses.
The proposal detailed under Item 15.b, Long-term Incentive Program, will
also be sent by post to shareholders who duly give notice of their
intention to attend the AGM. Pursuant to Chapter 7 Section 32 of the
Swedish Companies Act (2005:551), at the AGM shareholders have a right
to request information from the board of circumstances that may affect
the agenda and conditions that may affect the company's financial
At the time this notice was issued, the number of outstanding shares in
the company amounted to 24,971,830, representing a total of 3,538,487.5
votes, of which 1,157,005 Series-A shares represent 1,157,005 votes and
23,814,825 Series-B shares represent 2,381,482.5 votes. The number of
shares held by the company in own custody was 200,000 Series-B shares,
representing 20,000 votes and corresponding to approximately 0.8 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 2014
The Board of Directors
a public company (XSTO: IFS) founded in 1983 that develops (http://www.ifsworld.com/en/solutions/architecture-and-technology/),
supplies, and implements (http://www.ifsworld.com/en/services/)
IFS Applications (http://www.ifsworld.com/en/solutions/ifs-applications-8/)™,
a component-based extended ERP suite. IFS focuses on industries (http://www.ifsworld.com/en/industries/)
where management of any of the following four core processes is
strategic: service (http://www.ifsworld.com/en/solutions/field-service-management-software/)
& asset (http://www.ifsworld.com/en/solutions/enterprise-asset-management-software/),
supply chain (http://www.ifsworld.com/en/solutions/supply-chain/),
and projects (http://www.ifsworld.com/en/solutions/projects/).
The company has 2,200 customers (http://www.ifsworld.com/en/customers/)
and is present in approximately 60 countries with 2,600 employees in
total. Net revenue in 2013 was SKr 2.7 billion.
More information on IFS is available at www.IFSWORLD.com
Follow us on Twitter: @ifsworld (http://twitter.com/ifsworld)
Visit the IFS Blogs on technology, innovation and creativity: http://blogs.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 on February
24, 2014 at 5:00 p.m. (CET).
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