Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2021
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Adapteo Plc Regulatory Press Release 29 January 2021, at 10.00 a.m. CET
The Shareholders’ Nomination Committee (the “Nomination Committee”) of Adapteo Plc (“Adapteo”) has submitted the following proposals to the Annual General Meeting 2021 to be held on 19 April 2021.
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 eight (8).
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, Sophia Mattsson-Linnala Andreas Philipson, Joakim Rubin and Ulf Wretskog as members of the Board of Directors of Adapteo. In addition, the Nomination Committee proposes that Rickard Wilson be elected as a new member 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 2022.
Rickard Wilson (born 1985) has over 10 years of experience from investments and value creation in publicly listed Nordic companies. He is currently part of the Public Value advisory team of EQT Partners AB. Prior to joining EQT Partners in 2018, Rickard Wilson was a Partner at Zeres Capital AB and an Investment Manager at the Public Market Fund of CapMan Plc. Before this he worked as a management consultant at Applied Value. Rickard Wilson is a Swedish citizen and holds a Master of Science in Business and Economics from the Stockholm School of Economics.
All the nominees are considered independent of Adapteo, its executive management and major shareholders, except for Joakim Rubin and Rickard Wilson, who are 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. The Board of Directors of Adapteo has adopted a policy on Board member share ownership. The policy entails 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 2022.
The Nomination Committee proposes that the Auditor of Adapteo be paid reasonable remuneration in accordance with an invoice approved by Adapteo.
Proposal on amendment to the Charter of the Nomination Committee
The Nomination Committee proposes one amendment to the Charter of Adapteo Plc’s Shareholder’s Nomination Committee regarding the date of formation of the Nomination Committee, from end of September to end of August.
Proposal on Chairman of the Annual General Meeting of Shareholders
The Nomination Committee proposes that Mårten Knuts, Managing Partner at Krogerus be appointed Chairman of the Annual General Meeting.
Other
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 2021 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), Marie Karlsson (Nordea Funds) and Peter Nilsson (Chairman of the Board of Directors of Adapteo Plc).
For additional information, please contact
Fredrik Åtting, Chairman of the Nomination Committee, tel. +852 2801 6823, fredrik.atting@eqtpartners.com
Philip Isell Lind af Hageby, CEO, tel. +46 73 022 19 36, philip.isell@adapteo.com
Adapteo in brief
Adapteo is a leading flexible real estate provider in Northern Europe. We build, rent out and sell adaptable buildings for schools, daycare centres, care, offices, accommodation and events. We know that our society will go through an immense change in the years to come. Whatever the future brings, we believe that adaptability is the best solution. With our buildings, we can transform, repurpose, scale up and scale down in a matter of weeks by using a modular and circular building concept. Our buildings can be used for a few days or indefinitely, always optimised for current needs. That is how we build adaptable societies.
Adapteo is listed on Nasdaq Stockholm and operates in Sweden, Finland, Norway, Denmark, Germany, and The Netherlands. In 2019, Adapteo’s Net sales were EUR 216 million.