Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2020
Adapteo Plc Regulatory Press Release 31 January 2020, at 11.00 a.m. CET
The Shareholders’ Nomination Committee (the “Nomination Committee”) of Adapteo Plc (“Adapteo”) has submitted the following proposals to the Annual General Meeting 2020 to be held on 23 April 2020.
Proposal on the number of members and composition of the Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors of Adapteo shall be seven (7).
The Nomination Committee proposes that all current members of the Board of Directors of Adapteo be re-elected, i.e., Peter Nilsson as the Chairman and Carina Edblad, Outi Henriksson, Andreas Philipson and Joakim Rubin as members of the Board of Directors of Adapteo. In addition, the Nomination Committee proposes that Sophia Mattsson-Linnala and Ulf Wretskog be elected as new members of the Board of Directors of Adapteo. The term of office of all members of the Board of Directors of Adapteo will expire at the end of the Annual General Meeting 2021.
Sophia Mattsson-Linnala (born 1966) has 30 years of experience from operational and strategic roles within the real estate industry. She served as CEO of Rikshem between 2016 and 2019. Prior to that Sophia Mattsson-Linnala held several executive positions in the real estate industry, including as CEO of Huge Fastigheter, Sollentunahem and Botkyrkabyggen and as head of the Finance and Economics Department of SABO (currently Public Housing Sweden). Sophia Mattsson-Linnala is a Swedish citizen and holds a Degree of Bachelour of Science in Business Administration and Economics from Stockholm University.
Ulf Wretskog (born 1967) is a senior executive with 25 years of international experience in leadership and management within facility management, construction and real estate industries as well as in smart buildings technology. He currently serves as the Region Chair of Sodexo Nordics and CEO of Sodexo Corporate Services Nordics. Prior to joining Sodexo, Ulf Wretskog held several management positions in Skanska and Coor Service Management, among others. He also has deep knowledge of IoT solutions for smart buildings, as he was responsible for bringing the tech company Yanzi Networks to a global presence as its CEO between 2016 and 2019. Ulf Wretskog is a Swedish citizen and holds a Civil Engineering diploma from the University of Lund.
All the nominees are considered independent of Adapteo, its executive management and major shareholders, except for Joakim Rubin, who is not considered independent of Adapteo’s major shareholder EQT Public Value Investments S.à r.l.
Proposal on the remuneration of the members of the Board of Directors
The Nomination Committee proposes that the members of the Board of Directors of Adapteo shall be paid the following remuneration: To the Chairman of the Board of Directors EUR 92,500 per year and to each other member of the Board of Directors EUR 37,500 per year.
In addition, the Nomination Committee proposes that the member of the Board of Directors elected Chairman of the Audit Committee shall receive an additional compensation of EUR 15,000 per year and each other member of the Audit Committee EUR 7,500 per year. Further, it is proposed that the member of the Board of Directors elected Chairman of the Remuneration Committee shall receive an additional compensation of EUR 10,000 per year and each other member of the Remuneration Committee EUR 5,000 per year. The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed EUR 50,000.
It is further proposed that the remuneration is paid in cash and that the Board of Directors of Adapteo adopt a policy on Board member share ownership. The policy should entail that Board members who do not already have such a holding of Adapteo shares are under a four-year (4) period from the start of their directorship expected to acquire Adapteo shares to a total market value which equals at least one year’s Board fees before taxes, excluding any Committee compensation. The Nomination Committee will as part of its process annually follow up on the Board members’ shareholding and evaluate if it is according to the policy.
Reasonable travel expenses will be refunded in accordance with an invoice.
Proposal on the election and remuneration of the Auditor
The Nomination Committee proposes that the firm of authorised public accountants KPMG Oy Ab, which has appointed APA Toni Aaltonen as responsible auditor, be re-elected as the Auditor of Adapteo for a term ending at the end of the Annual General Meeting 2021.
The Nomination Committee proposes that the Auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.
Proposal on Chairman of the Annual General Meeting of Shareholders
The Nomination Committee proposes that Lagman Johan Aalto be appointed Chairman of the Annual General Meeting.
The Nomination Committee’s statement pursuant to the Swedish Corporate Governance Code as well as the curricula vitae of the proposed members of the Board of Directors of Adapteo will be available on Adapteo’s website at www.adapteogroup.com. The Nomination Committee’s proposals will be included in the notice to the Annual General Meeting of Shareholders, which will be published separately.
The Nomination Committee prior to the 2020 Annual General Meeting of Shareholders comprises Chairman Fredrik Åtting (nominated by EQT Fund Management S.à r.l.), Dr. Giulia Nobili (Sterling Strategic Value Fund S.A., SICAV-RAIF), Jan Särlvik (Nordea Funds) and Peter Nilsson (Chairman of the Board of Directors of Adapteo Plc).
Fredrik Åtting, Chairman of the Nomination Committee, tel. +49 89 255 499 25
Philip Isell Lind af Hageby, CEO, tel. +46 73 022 19 36, firstname.lastname@example.org
Adapteo in brief
Adapteo is a leading Northern European provider of modular space solutions. We operate in Sweden, Finland, Norway, Denmark and Germany. Adapteo is a new brand with over 30 years of experience, born from the acquisition of Nordic Modular Group and the demerger from Cramo. We offer premium modular space solutions to schools, daycare centers, offices, accommodation and events for temporary and permanent needs. In 2018, Adapteo’s pro forma net sales were EUR 221 million. Pro forma net sales include the modular space business of Cramo Plc and acquired Nordic Modular Group’s net sales for full year.
A changing society needs adaptable space. At Adapteo, we make sure everyone has the right kind of space, so that people can grow, and societies can move ahead. We create flexible modular spaces that are good for the planet and great for the future. Adapteo is listed on Nasdaq Stockholm.