Apr 18, 2016 8:15 PM CET
The shareholders of Com Hem Holding AB (publ), company reg. no. 556858-6613, ("Com Hem" or the "Company") are hereby invited to attend the annual general meeting (the "AGM") to be held on Thursday, 19 May 2016, at 16.00 (CET) at Lundqvist & Lindqvist Konferens, Klarabergsviadukten 90 in Stockholm. Registration for the AGM will commence at 15.00 (CET).
Notice of attendance etc.
Shareholders who wish to attend the AGM must be recorded in the share register maintained by Euroclear Sweden AB on Friday, 13 May 2016, and give notice of their attendance no later than on Friday, 13 May 2016. Notice of attendance can be made at www.comhemgroup.com/agm2016, or by telephone to +46 (0) 8 402 92 48 (weekdays 9.00 - 16.00 (CET)), or by mail to the following address:
Com Hem Holding AB (publ)
c/o Euroclear Sweden AB
SE-101 23 Stockholm
When giving notice of attendance, please state your name, address, telephone number, personal identity number/corporate identity number and shareholding and, if applicable, representation by proxy and the number of any assistants (no more than two). This information will only be used for preparation of the voting list.
Shareholders represented by proxy must issue a power of attorney for their representative, such power of attorney to be signed and dated by the shareholder. The power of attorney (in original) should in due time prior to the AGM be submitted to the address set out above. If the power of attorney is issued by a legal entity, a certified copy of the legal entity's certificate of registration must be enclosed, or if such document does not exist, a corresponding document of authority. A template power of attorney in Swedish will be available at www.comhemgroup.com/agm2016 and will also be sent to shareholders upon request.
Nominee registered shares
Shareholders with nominee registered shares must, in order to be entitled to participate in the AGM, temporarily have their shares registered in their own name with Euroclear Sweden AB. Such registration must be effective no later than as of Friday, 13 May 2016. This means that shareholders, in due time before that day, should notify their bank or broker.
Entrance cards, to be presented at the entrance to the AGM, will be distributed as of 14 May 2016 and onwards, to those shareholders who have notified their attendance. Where an entrance card has not been received in due time prior to the AGM, an entrance card can be obtained at the entrance to the meeting premises.
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination as to whether the meeting has been duly convened
7. Presentation of
(a) the annual report and the auditor's report; and
(b) the consolidated accounts and the auditor's report over the consolidated accounts
8. Report by the CEO and questions from the shareholders
9. Resolution on:
(a) adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet;
(b) appropriation of the Company's profit as stated in the adopted balance sheet and record date for dividend; and
(c) discharge from liability of the members of the Board and the managing director
10. Report on the work of the nomination committee
11. Determination of the number of members of the Board and deputy members of the Board
12. Determination of the number of auditors and deputy auditors
13. Determination of the remuneration to the members of the Board and the auditor
14. Election of members of the Board and the chairman of the Board:
(a) Re-election of Andrew Barron as member of the Board;
(b) Re-election of Nicholas Stathopoulos as member of the Board;
(c) Re-election of Joachim Ogland as member of the Board;
(d) Re-election of Monica Caneman as member of the Board;
(e) Re-election of Eva Lindqvist as member of the Board;
(f) Re-election of Anders Nilsson as member of the Board; and
(g) Re-election of Andrew Barron as Chairman of the Board.
15. Election of auditor
16. Resolution on the nomination committee
17. Resolution on the Board's proposal for guidelines for remuneration to senior executives
18. on the Board's proposal regarding a long-term share savings incentive program 2016 (LTIP 2016) and transfer of shares under LTIP 2016
19. Resolution on the Board’s proposal for transfer of shares under LTIP 2015
20. Resolution on the Board's proposal for authorization for the Board to resolve on acquisition of own shares
21. Resolution on the Board’s proposal on:
(a) reduction of the share capital by way of cancellation of own shares;
(b) increase of the share capital by way of bonus issue; and;
(c) reduction of the share capital by way of cancellation of own shares.
22. Closing of the meeting
The nomination committee:
The nomination committee prior to the AGM has been comprised of Pierre Stemper (appointed by Norcell S.à.r.l.), chairman, Erik Durhan (appointed by Nordea Funds), Henry Guest (appointed by Adelphi Capital LLP) and Andrew Barron (Chairman of the Board).
The members of the nomination committee have been appointed by shareholders who jointly hold approximately 43 percent of the shares and votes in the Company.
Proposed resolutions etc.
Item 2 – Election of the chairman of the meeting
The nomination committee proposes that Hans Svensson, member of the Swedish Bar Association, is elected as chairman of the meeting.
Item 9 (b) – Appropriation of the Company's profit as stated in the adopted balance sheet and record date for dividend
The Board proposes that of the available profit and unrestricted reserves, amounting to approximately SEK 8,046 million, approximately SEK 296 million is distributed as dividend and the remaining amount of approximately SEK 7,750 million is carried forward. The amount to be distributed as dividend is based on the number of outstanding shares as of 31 December 2015. The Board thus proposes a 50 percent increase of the previous year’s dividend, from SEK 1 per share to a dividend of SEK 1.50 per share and proposes Monday, 23 May 2016, as record date for the dividend. If the AGM resolves in accordance with the proposal, it is expected that Euroclear Sweden AB will distribute the dividend payment on Thursday, 26 May 2016.
Item 11 – Determination of the number of members of the Board and deputy members
The nomination committee proposes that the Board shall consist of unchanged six board members to be elected by the AGM, without any deputy members.
Item 12 – Determination of the number of auditors and deputy auditors
The nomination committee proposes that one registered accounting firm shall be elected as auditor, without any deputy auditors.
Item 13 – Determination of the remuneration to the members of the Board and the auditor
The nomination committee proposes a total remuneration to the Board of SEK 3,689,000 (unchanged), to be allocated as follows:
The nomination committee furthermore proposes that the auditor's fees shall be paid upon approval of their invoice.
Item 14 – Election of members of the Board and the chairman of the Board
For the period up until the end of the next AGM, the Nomination Committee proposes re-election of:
(a) Andrew Barron as Member of the Board;
(b) Nicholas Stathopoulos as Member of the Board;
(c) Joachim Ogland as Member of the Board;
(d) Monica Caneman as Member of the Board;
(e) Eva Lindqvist as Member of the Board;
(f) Anders Nilsson as Member of the Board; and
(g) Andrew Barron as Chairman of the Board.
Item 15 – Election of auditor
The nomination committee proposes re-election of the registered accounting firm, KPMG AB, for the period until the end of the next AGM.
KPMG AB has informed that, subject to the approval of the proposal from the nomination committee regarding auditor, the authorized public accountant Tomas Gerhardsson will be the auditor in charge for the audit.
Item 16 – Resolution on the nomination committee
The Nomination Committee proposes that until the general meeting resolves otherwise, a Nomination Committee shall be appointed by the representatives of the three largest shareholders listed in the Company's share register kept by Euroclear Sweden AB, as of 30 September, as well as the Chairman of the Board. In the assessment of the three largest shareholders by voting rights, a group of shareholders shall be regarded as one single shareholder provided that they (i) have been grouped in the Euroclear Sweden system or (ii) have made public and notified the Company in writing that they have agreed in writing on a long term joint view on the management of the Company by the way of coordinating the use of their voting rights.
If one or more shareholders do not wish to appoint a representative of the Nomination Committee, the shareholder next in line shall be contacted. If any of the shareholders next in line refrain from appointing a representative of the Nomination Committee, the Chairman of the Board will only need to contact the eight largest shareholders in order to obtain a Nomination Committee composed of at least four members (including the Chairman of the Board). If a Nomination Committee composed of four members (including the Chairman) is not obtained after having contacted the eight largest shareholders, the Chairman shall continue to contact the shareholders that are next in line until a Nomination Committee composed of three members (including the Chairman) has been obtained. The term “the largest shareholders" below refers to such number of the largest shareholders which the Chairman of the Board has contacted in order to obtain a Nomination Committee in accordance with the procedure just described.
A shareholder, who has appointed a member of the Nomination Committee, has the right to dismiss its appointed member and appoint a new member of the Nomination Committee.
If, earlier than two months prior to the AGM, a shareholder having appointed a member of the Nomination Committee no longer is among the largest shareholders, the member appointed by such shareholder shall resign and the new shareholder who at such time is among the largest shareholders may appoint a new member. A shareholder who has become one of the three largest shareholders later than two months before the AGM shall, instead of having the right to appoint a member of the Nomination Committee, have the right to appoint a co-opted member of the Nomination Committee.
Should a member of the Nomination Committee resign more than two months before the AGM, the shareholder who appointed the resigning member shall have the right to appoint a new member, or if the shareholder no longer is among the largest shareholders, the largest shareholder next in line shall have such right. Should this occur later than two months before the AGM, the resigning member shall only be replaced if the Nomination Committee finds it necessary.
Changes to the composition of the Nomination Committee shall be announced immediately.
The Chairman of the Board shall convene the first meeting of the Nomination Committee. Chairman of the Nomination Committee shall, if the members of the committee unanimously do not agree otherwise, be the member that represents the shareholder controlling the largest number of votes.
The Nomination Committee’s term of office extends until a new Nomination Committee has been appointed.
The Company provides the Nomination Committee with secretarial services. The Nomination Committee members are not entitled to remuneration, except that the Company may cover for reasonable expenses in connection with the performance of the Nomination Committee’s assignment.
Item 17 – Resolution on the Board's proposal for guidelines for remuneration to senior executives
The Board of Directors of Com Hem Holding AB (publ) proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives in Com Hem.
The total amount of remuneration for a person with a senior executive position in Com Hem shall correspond to market practice and shall be competitive in order to attract, motivate and retain key employees. The aim is to create incentives for senior executives to execute strategic plans and deliver excellent operating results and to align such persons' interests with the interests of the shareholders.
Remuneration of the CEO and other senior executives shall consist of a fixed salary, short-term incentives (STI) with variable remuneration paid annually in cash which are linked to achievement of financial targets for Com Hem and individual performance targets, and long-term incentives (LTIP) that are share based or share linked, in addition to pension and other customary benefits.
If there are particular grounds for it in a specific case, the Board of Directors may deviate from the guidelines.
Item 18 – Resolution on the Board's proposal regarding a long-term share savings incentive program 2016 (LTIP 2016) and transfer of shares under LTIP 2016
The Board hereby proposes that the AGM resolves on the implementation of a long-term share savings incentive program (LTIP 2016). The program corresponds to the long-term share savings incentive program adopted by the AGM 2015 (LTIP 2015).
For a description of LTIP 2015 and the other share related incentive programs, reference is made to note 6 in Com Hem’s Annual Report for 2015.
This proposal is divided into four items:
Item A: Terms of the long-term share savings incentive program (LTIP 2016).
Item B: Transfer of treasury shares as hedge for delivery of shares under LTIP 2016.
Item C: If item B is not approved, the Board proposes that delivery of shares under LTIP 2016 shall take place by the Company ensuring delivery via a third party.
Item D: Other matters and reasons for the proposal etc.
A. Share Savings Program 2016 (LTIP 2016)
The Board would like to launch a new incentive program in order to increase and strengthen the potential for recruiting and retaining key individuals. The Board therefore proposes that the AGM approves the implementation of a long-term share savings incentive program 2016 (the "LTIP 2016") for senior managers and certain other key employees within the Com Hem Group. The aim is also to use LTIP 2016 to create an individual long-term ownership of Com Hem shares among the participants. Participants will, after a qualifying period and assuming an investment of their own in Com Hem shares, receive allotments of additional Com Hem shares without consideration. The number of allotted shares will depend on the number of Com Hem shares they have purchased themselves and on the fulfilment of certain performance targets. The term of LTIP 2016 is proposed to be three years.
A.2 Basic features of LTIP 2016
LTIP 2016 will be directed towards senior managers and other key employees in the Com Hem Group primarily based in Sweden. Participation in LTIP 2016 assumes that the participant acquires and locks Com Hem shares into LTIP 2016 ("Saving Shares"). The Board can in certain cases which the Board deems appropriate, allow Com Hem shares already owned by the participant to qualify as Saving Shares, on condition that they are locked into LTIP 2016 and are not included in LTIP 2015 or any other similar incentive program.
For each acquired Saving Share, the participant shall be entitled to, after a certain qualification period (defined below), receive an allotment of one Com Hem share (“Matching Share”). Dependent on the fulfilment of certain performance targets, the participant may also be entitled, to receive allotment of additional Com Hem shares (”Performance Shares”). The participant shall not pay any consideration for the allotted Matching Shares and Performance Shares.
A.3 Participation in LTIP 2016
The Board will decide during Q2 2016 on participation in LTIP 2016 and the assignment of participants to a certain category.
LTIP 2016 is directed towards four categories of participants:
|Category||Saving Shares, average number at investment corresponding to 10% of base salary||Matching Shares maxper Saving share||Performance Shares maxper Saving share|
|B (CFO and COO)||4,569||1.0x||5.0x|
|C (other senior managers of the Company management, maximum 14 persons)||2,053||1.0x||4.0x|
|D (other key employees, maximum 28 persons)||1,221||1.0x||2.0x|
The above is based on a share price of SEK 74.85 (closing price as at 31 March 2016). If the market price, as at the day of launching of the program, materially deviates from this price, the number of Saving Shares may be adjusted. The maximum number of Saving Shares for each participant shall be decided by the Board within the program’s maximum amount of shares. For the respective participant, the investment in Saving Shares shall not exceed 10 percent of the participant’s annual base salary.
Any resolution on participation in or implementation of LTIP 2016 shall be conditional on that it, in the Board’s judgement, can be offered with reasonable administrative costs and financial effects.
A.4 Allotment of Matching Shares and Performance Shares
Allotment of Matching Shares and Performance Shares within LTIP 2016 will be made during a limited period of time following presentation of the Interim Report for the first quarter 2019. The period up to this date is referred to as the qualification period (vesting period). A condition for the participant to receive allotment of Matching Shares and Performance Shares, is that the participant remains an employee of the Com Hem Group (and has not resigned) during the full qualification period up until allotment and that the participant, during this period, has kept all Saving Shares. Allotment of Matching Shares also requires that the TSR (defined below) for the period has been positive in absolute terms. In addition hereto, allotment of Performance Shares requires that the performance targets for relative TSR and free cash flow are fulfilled.
The TSR (total shareholder return) shall be calculated as the return on Com Hem shares with reinvested dividends during the qualification period. For the Performance Shares, the target shall be set in relation to the TSR performance in a peer group of relevant companies. In order to have any allotment of Performance Shares, Com Hem must reach the median value in the peer group. Maximum allotment assumes performance that is better than 90 percent of the peer group. Allotment will be linear for performance in-between these values. The Board intends to include the following companies in the peer group but may adjust the companies included if any of the companies become delisted or undergo other significant changes that disqualify them from being part of the peer group: Liberty Global, Telenet, Altice, TeliaSonera, Tele2, Modern Times Group MTG, TDC, Time Warner Cable, Comcast, Charter Communications and Cablevision. Adjustments of the peer group and calculation of TSR performance shall be carried out by the Board after consultation with external experts.
Free cash flow shall be measured on cumulative basis for the consolidated Com Hem Group during the term of LTIP 2016. The Board shall establish appropriate target levels in order to make the targets relevant and challenging. Allotment is contingent on Com Hem achieving 90 percent of the target level. The maximum allotment will be made upon achieving 110 percent of the target level. The target level for 2016 is set ensuring that it will only be achieved if the Company delivers in accordance with the financial guidance made by the Company in connection with the Year-end report for 2015.
When assessing the fulfillment of the performance targets for allotment of Performance Shares, the Board shall allocate 60 percent to relative TSR and 40 percent to free cash flow.
Prior to the allotment of Matching Shares and Performance Shares, the Board shall assess whether the allotment is reasonable in relation to the Company’s financial results, position and performance, as well as other factors.
A.5 Implementation and administration etc.
The Board, or a committee established by the Board, shall in accordance with the AGM decision:
(h) be responsible for the detailed design and implementation of LTIP 2016;
(i) prepare and execute the necessary full-text documentation to the participants; and
(j) otherwise manage and administer LTIP 2016.
The Board may also resolve on the implementation of an alternative cash based incentive program for participants in countries where the acquisition of Saving Shares or allotment of Matching and/or Performance Shares is not appropriate, as well as if otherwise considered appropriate. Such alternative incentive program shall to the extent practically possible be designed to correspond to the terms of LTIP 2016.
The intention is that the Board shall launch LTIP 2016 before the end of the second quarter of 2016.
B. Transfer of treasury shares in LTIP 2016
The Board proposes that the AGM resolves that the transfer of up to 420,000 Com Hem shares under LTIP 2016 (includes a 21 percent buffer in the event the share price materially deviates from SEK 74.85 per share when the program is launched) may take place in accordance with the conditions stated herein. The number is calculated on the basis of maximum participation and fulfilment of performance targets. Transfers of shares to participants in LTIP 2016 shall be made without consideration on the date and under the other conditions on which participants in LTIP 2016 are entitled to acquire shares. The number of Com Hem shares that may be transferred under LTIP 2016 may be subject to customary recalculations as a result of bonus issue, split, rights issue and/or similar events.
Since the Board considers that the most cost-effective and flexible method of transferring Com Hem shares under LTIP 2016 is to transfer treasury shares (the Company’s own holding of acquired shares), the Board proposes that the transfer is hedged in accordance with this item B.
The reason for the deviation from the shareholders’ pre-emptive rights to acquire the treasury shares is for the Company to hedge the delivery of shares under LTIP 2016.
C. Agreement on delivery via a third party
The Board proposes that the AGM, should the necessary majority not be obtained for item B above, resolves to instruct the Board to ensure that delivery of shares to the participants in LTIP 2016 is made via a third party.
In order to cover the costs for a potential delivery of shares via a third party, the Board will at the AGM 2018 request an authorization to resolve on transfer of up to 420,000 shares on Nasdaq Stockholm.
D. Other matters
D.1 Majority requirements etc.
The resolution by the AGM regarding the implementation of LTIP 2016 according to item A above shall be conditional on the AGM resolving either in accordance with the Board’s proposal under item B above or in accordance with the Board’s proposal under item C above.
The resolution according to items A and C above will require a majority of more than half of the votes cast at the AGM. A valid resolution under item B above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the AGM approve the resolution.
D.2 Estimated costs, expenses and financial effects of LTIP 2016
LTIP 2016 will be accounted for in accordance with “IFRS 2 – Share-based payments”. IFRS 2 stipulates that the share allotment shall be expensed as personnel costs during the qualification period and recognition is made directly against equity. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the qualification period.
Assuming a share price at the time of implementation of SEK 74.85, that 50 percent of the maximum number of Performance Shares is allotted and an annual share price increase of 10 percent during the qualification period, the total cost for LTIP 2016, including social security costs, is estimated to approximately SEK 13.3 million before tax. The corresponding total cost with full achievement of the performance targets is estimated to approximately SEK 17.7 million before tax.
LTIP 2016 will in total comprise of maximum 420,000 shares, which corresponds to approximately 0.2 percent of the total outstanding shares and votes in the Company. The number of shares that are included in previous and outstanding incentive programs amounts to 182,610 shares as regards LTIP 2015 and 4,579,464 shares under the outstanding warrant programs, corresponding to approximately an additional 2.5 percent of the total outstanding shares.
The above calculations are based on a resolution in accordance with item B, i.e. transfer of treasury shares. To the extent that a transfer is made in accordance with item C in order to hedge the obligations under LTIP 2016, other accounting principles may apply.
In the view of the Board, the positive effects expected to arise from LTIP 2016, outweigh the costs associated with LTIP 2016.
D.3 Impact on key ratios
If LTIP 2016 had been implemented in 2015 and if the performance targets had been fully achieved in accordance with the example set out in the paragraph above, the earnings per share for the financial year 2015 should have decreased with SEK 0.02 on a pro forma basis.
D.4 Preparation of the proposal
This proposal to the AGM on LTIP 2016 has been designed by Com Hem’s Remuneration Committee and the Board with the help of external advisors. With the exception of members of staff who prepared the material on instructions from the remuneration committee, no employee who may be a participant in LTIP 2016 has participated in preparing the terms for LTIP 2016.
D.5 The Board’s explanatory statement
The Board wishes to increase the ability of the Company to recruit and retain key employees. Moreover, an individual long-term ownership among the participants in LTIP 2016 is expected to stimulate greater interest and motivation in the Company's business operations, results and strategy. The Board believes that the implementation of LTIP 2016 will benefit the Company and its shareholders. LTIP 2016 will provide a competitive and motivation-improving incentive for senior managers and other key employees within the Group.
LTIP 2016 has been designed to reward the participants for increased shareholder value by allotting shares, based on the fulfilment of conditions in respect of results and operations. Allotments shall also require a private investment by each respective participant through the acquisition of shares by them at market price. By linking the employees' remuneration to an improvement in the Company's results and value, the long-term value growth of the Company is rewarded. Based on these circumstances, the Board considers that the implementation of LTIP 2015 will have a positive effect on the Com Hem Group's continued development, and will thus be beneficial to the shareholders and the Company.
Item 19 – Resolution on the Board's proposal regarding transfer of shares under LTIP 2015
The AGM 2015 did not approve the Board’s proposal on transfer of treasury shares to the participants of LTIP 2015, despite that the AGM approved the actual program. Nonetheless, the Board is of the opinion that this is the most cost-efficient way to fulfil the Company’s obligations, and therefore again proposes that the AGM resolves to transfer the Company’s treasury shares to the participants of LTIP 2015.
For a detailed description of LTIP 2015, reference is made to note 6 in the annual report of Com Hem for 2015. LTIP 2015 has a similar structure and design as the proposal for LTIP 2016 above, including performance targets of relative TSR and cash flow. Included in the peer group for relative TSR, are the eleven international and Nordic telecom and cable companies, as stated above under the proposal for LTIP 2016. For allotment of Performance Shares, Com Hem must achieve the peer group median (resulting in a 30 percent allotment) and for maximum allotment, Com Hem must perform better than 90 percent of the peer group. Between these values, allotment will be made linear. The assessment period is from May 2015 until May 2018. For the sub-period May to December 2015, Com Hem’s relative TSR performance was higher than nine companies of the peer group, corresponding to 82 percent of the peer group.
The performance target for cash flow is measured on a cumulative basis over the financial years 2015-2017 and is based on the audited consolidated financial statements for the consolidated Com Hem Group. The Board has determined appropriate target levels for cash flow (defined as cash flow excluding financing activities) for all years, based on the Company’s business plan and in line with the Company’s financial guidance of mid-single-digit growth of Underlying EBITDA, and total capex of SEK 1-1.1 billion per year. To be eligible for Performance Share allotment, Com Hem must achieve 90 percent of the cumulative target levels for the financial years 2015-2017 (resulting a 30 percent allotment), and for maximum allotment, cumulative cash flow must be 110 percent of the cumulative target level. For the 2015 financial year, the actual cash flow was 121 percent of the target level, due to a temporary low level of investment during the second half of the year (total capex of SEK 991 million for the financial year) and a positive change in working capital of SEK 100 million for the year. Underlying EBITDA outcome was in line with the target for the year.
Thus, the Board proposes that the AGM resolves on a transfer of up to 182,610 Com Hem shares under LTIP 2015, in accordance with the conditions specified herein. The number is calculated on the basis of actual participation and fulfilment of the performance targets to date.
Transfer of shares shall be made without consideration to participants in LTIP 2015 at the time and on the conditions, on which the participants in LTIP 2015 may acquire shares. The number of Com Hem shares that may be transferred under LTIP 2015 may be subject to recalculation as a result of bonus issue, split, rights issue and/or similar events.
The reason for the deviation from the shareholders’ pre-emptive rights to acquire the treasury shares is for the Company to hedge the delivery of shares under LTIP 2015.
A valid resolution requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the AGM approve the resolution.
Item 20 – Resolution on the Board's proposal for authorization for the Board to resolve on acquisition of own shares
The Board proposes that the AGM resolves to authorize the Board to, until the end of the next AGM, on one or more occasions, resolve on acquisition of shares in the Company to such extent that the Company's holding at any time does not exceed a tenth of the total number of shares in the Company. Acquisition of shares may take place on Nasdaq Stockholm. Acquisition of shares on Nasdaq Stockholm shall take place at a price within the officially quoted price range at each occasion, where the price range shall refer to the interval between the highest buying price and the lowest selling price. Payment for shares shall be made through available funds. The purpose of this proposal is to give the Board the possibility to, during the period until the next AGM, adjust the Company's capital structure and to implement the long term incentive program as proposed by the Board under item 18 above.
A valid resolution requires that shareholders representing not less than two-thirds of the votes cast as well as the shares represented at the AGM approve the resolution.
Item 21 – Resolution on the Board's proposal on a) reduction of the share capital by way of cancellation of own shares , b) increase of the share capital by way of bonus issue, and c) reduction of the share capital by way of cancellation of own shares
a) Reduction of the share capital by way of cancellation of own shares
The Board proposes that the AGM resolves to reduce the share capital by way of cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity to be used as resolved by the AGM in accordance with item b) below. The reduction of the share capital shall be made by cancellation of such own shares that are held by the Company three weeks prior to the AGM. The reduction of the share capital may be made with no more than SEK 14,453,550 by way of cancellation of no more than 14,000,000 shares. The exact reduction amount and the exact number of shares proposed to be cancelled will be presented in the complete proposal, which will be held available no later than three weeks prior to the AGM.
The resolution to reduce the share capital under this item a) may be effectuated without obtaining an authorization from the Swedish Companies Registration Office or, in disputed cases, a court of general jurisdiction, as the Company simultaneously effectuates a bonus issue, as set out under item b) below, with an amount corresponding to no less than the amount the share capital is being reduced with, as set out above. Combined, these measures entail that neither the Company’s restricted equity nor its share capital is reduced.
b) Increase of the share capital by way of bonus issue
With the purpose of restoring the share capital after the proposed reduction of the share capital, as set out under item a) above, the Board proposes that the AGM simultaneously resolves to increase the share capital by way of a bonus issue with an amount corresponding to no less than the amount the share capital is reduced with by way of cancellation of shares, as set out under item a) above. No new shares shall be issued in connection with the bonus issue. The exact amount of the increase will be presented in the complete proposal, which will be held available no later than three weeks prior to the AGM.
c) Reduction of the share capital by way of cancellation of own shares
The Board proposes that the AGM resolves to reduce the share capital by way of cancellation of own shares. The purpose of the reduction is allocation to unrestricted equity. The reduction of the share capital shall be made by cancellation of such own shares that are held by the Company at the date of the notification of the resolution to the Swedish Companies Registration Office. The reduction of the share capital may be made with no more than SEK 21,333,788 by way of cancellation of no more than 19,264,338 shares. The reduction of the share capital is based on the highest quota value that the Company’s shares can have following the reduction and bonus issue, as set out under items a)-b) above.
Under the Swedish Companies Act, the resolution on reduction may only be effectuated following filing of the resolution with the Swedish Companies Registration Office and after authorization from the Swedish Companies Registration Office has been obtained. The Board shall submit the resolution for filing in the Companies Register within four months from the resolution on the reduction of the share capital.
Resolutions by the AGM in accordance with items 21 a)-b) above shall be adopted as a joint resolution. Resolutions in accordance with items 21 a)-c) above require approval by shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM. The Board further proposes that the AGM authorizes the Board to make such minor adjustments to the above resolutions as may be required to file the resolutions with the Swedish Companies Registration Office or Euroclear Sweden AB and to take such other measures required to execute the resolutions.
The accounts and auditor's report, the complete proposals of the Board and the Nomination Committee in respect of the above items, the Board's statement over the proposal for authorization for the acquisition of own shares, the statement regarding the proposed dividend and the statement regarding the proposals on reduction of the share capital by way of cancellation of own shares and the increase of the share capital by way of bonus issue, will be available at the Company at the address, Fleminggatan 18, Stockholm, and on the Company's website, www.comhemgroup.com, during a minimum of three weeks prior to the AGM, and will also be sent to those shareholders who so request and state their address.
Number of shares and votes in the Company
As per 31 March 2016, the number of shares and votes in the Company amounted to 206,643,376. At such point in time, the Company held 13,138,897 own shares in the Company.
Information at the AGM
The Board and the managing director shall according to the Swedish Companies Act (2005:551) upon request by a shareholder and where the Board is of the opinion that it may be accommodated without significant harm to the Company provide information at the AGM in respect of any circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company's or a subsidiary's financial position. The duty to provide information also applies in relation to the Company's relationship to a group company as well as the consolidated accounts.
Stockholm in April 2016
Com Hem Holding AB (publ)
The Board of Directors
For queries, please contact:
Petra von Rohr, Director IR & Corporate Communications
Tel: +46(0)734 39 06 54
Fredrik Hallstan, Head of PR
Tel: +46(0)761 15 38 30
Com Hem Holding AB discloses the information provided herein pursuant to the Swedish Securities Markets Act (2007:528) and/or the Swedish Financial Instruments Trading Act (1991:980). The information was submitted for publication at 20:15 CET on April 18, 2016.
About Com Hem
Com Hem offers broadband, TV, play and telephony services to Swedish households and companies. Approximately 40 percent of the country’s households are connected to Com Hem’s network, making Com Hem an important driver of digital Sweden. We offer broadband speeds of up to 1 Gbit /s and a wide range of channels via digital TV at home or mobile via Com Hem Play. The company was founded in 1983 and has approximately 1,200 employees including about 700 employees within customer service. Com Hem is headquartered in Stockholm and operates through three subsidiaries; Com Hem AB, Phonera Företag AB and iTUX Communication AB. In 2015, Group sales totaled SEK 5,000 million. Since 2014 the Com Hem share is listed on Nasdaq Stockholm. www.comhemgroup.se.