Regulatory News:
The shareholders of Cision AB (publ) (STO:CSN), reg. no.
556027-9514, are hereby convened to the annual general meeting on
Tuesday, May 27, 2014, at 4.00 p.m. CEST at Garnisonen Konferens,
Karlavägen 100, Stockholm, Sweden.
In accordance with NASDAQ OMX Stockholm Rule Book for Issuers,
Cision AB (publ), reg. no. 556027-9514, hereby discloses the
contents of the notice of the annual general meeting which will be
held on Tuesday May 27, 2014.
This notice of the annual general meeting will be available on
the company's website on Friday April 25, 2014. The notice will be
published in the Official Swedish Gazette and information that the
notice has been given will be announced in Svenska Dagbladet on
Tuesday April 29, 2014.
Participation
Shareholders of Cision AB (the "Company") who wish to
participate in the annual general meeting
must be recorded in the register of shareholders maintained by
Euroclear Sweden AB on Wednesday, May 21, 2014, and
must notify the Company of their intention to attend the annual
general meeting not later than on Wednesday, May 21, 2014 by:
- post to Cision AB, Att: Angela Elliot, P.O. Box 24194, SE-104
51 Stockholm, Sweden;
- e-mail to angela.elliot@cision.com;
- telephone, +46 (0)8 507 410 00; or - fax, +46 (0)8 507 410
25.
In the notification, shareholders (and, where applicable,
proxies of shareholders) should state their name,
personal/corporate identity number, address, telephone number
during business hours, the number of shares held and, where
applicable, (a maximum of two) advisors participating. In order to
facilitate admission to the annual general meeting, the Company
wishes to receive powers of attorney, certificates of incorporation
and other authorisation documents no later than Friday, May 23,
2014. Please note that powers of attorney must be presented in
their original copy. Power of attorney forms will, without charge,
be sent by post to shareholders who so request, stating their
address, and are available for download on the Company's website:
http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2014/.
Shareholders whose shares are registered in the name of a
nominee through the trust department of a bank or similar
institution must temporarily register their shares in their own
name in the shareholders' register maintained by Euroclear Sweden
AB, in order to be entitled to participate in the annual general
meeting. This procedure, known as voting right registration, must
be effected no later than Wednesday, May 21, 2014, which means that
the shareholder must inform the nominee well in advance of this
date.
Proposed agenda
1. Opening of the annual general meeting.
2. Election of chairman of the annual general meeting.
3. Drawing up 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 annual general meeting has
been duly convened.
7. Chief Executive Officer's (the "CEO") address.
8. Report on the work of the board of directors and the
compensation and audit committees.
9. Presentation of the annual report, the audit report, the
consolidated financial statements and the consolidated audit report
for the financial year 2013.
10. Resolution regarding adoption of the income statement and
the balance sheet, and of the consolidated income statement and the
consolidated balance sheet.
11. Resolution regarding allocation of the Company's earnings in
accordance with the adopted balance sheet.
12. Resolution regarding discharge from liability of the
directors of the board and the CEO.
13. Resolution on the number of directors of the board and
deputy directors to be elected by the annual general meeting.
14. Resolution regarding remuneration to the board, the auditor
and for committee work.
15. Election of directors of the board, chairman of the board
and deputy directors, if any.
16. Election of auditor.
17. Resolution regarding procedure for the nomination
committee.
18. Presentation of the board's proposal for guidelines for
salary and other remuneration to the Company's CEO and other senior
executives.
19. Resolution regarding re-allocation of shares bought back for
LTI 2011.
20. Closing of the annual general meeting.
Proposals for resolutions
The board of directors' proposal regarding allocation of the
Company's earnings in accordance with the adopted balance sheet
(item 11)
The following unappropriated earnings in the Company are at the
disposal of the annual general meeting:
Retained earnings: SEK 575,613,337
Fair value reserve: SEK -120,398,395
Share premium reserve: SEK 136,493,405
Net result for the year: SEK -257,495,493
Total: SEK 334,212,854
The board of directors proposes to the annual general meeting
that the unappropriated earnings of SEK 334,212,854 in aggregate
are allocated as follows: retained earnings of SEK 575,613,337,
fair value reserve of SEK -120,398,395, share premium reserve of
SEK 136,493,405 and the net result for the year of SEK -257,495,493
to be carried forward into new account.
The change of the board of directors' proposal in this matter in
relation to what was stated in the Company's annual report for the
financial year 2013, where the Board of Directors set out a
dividend, is caused by the competing takeover bids made by Blue
Canyon Holdings AB and Meltwater Drive Sverige AB to the
shareholders of the Company.
Resolution regarding appointment of the chairman of the meeting,
the number of directors of the board, the compensation to the
directors of the board and the auditor, the election of the
chairman of the board and other directors, the election of the
auditor and procedure for the nomination committee (items 2 and
13-17)
The members of the Company's nomination committee appointed by
the Company's former larger shareholders - G�ran Espelund
(representing Lannebo Fonder AB), Bengt A. Dahl (representing
Fairford Holdings Finance AB), Roger Hagborg (representing Cyril
Acquisition AB) and Mark H. Shay (representing Accendo Capital
SICAV-SIF) – have in connection with the sale by these shareholders
of all of their shares in the Company to Blue Canyon Holdings AB on
April 4, 2014, resigned from their positions in the nomination
committee.
Considering the limited period of time between the above
mentioned events and the day of the annual general meeting and the
other circumstances in connection with the competing takeover bids
made by Blue Canyon Holdings AB and Meltwater Drive Sverige AB to
the shareholders of the Company, there has been no possibility for
the appointment of a new nomination committee for preparation, in
accordance with sections 1.4 and 2.1 of the Swedish Corporate
Governance Code, of proposals for resolutions regarding chairman of
the meeting, the number of directors of the board, the compensation
to the directors of the board and the auditor, the election of the
chairman of the board and other directors, the election of the
auditor and procedure for the nomination committee (items 2 and
13-17).
The board of directors of the Company has been notified that the
shareholder Blue Canyon Holdings AB, a company controlled by GTCR
Investment X AIV Ltd. and holding shares representing 63.4 per cent
or more of the shares and votes in the Company, intends to present
proposals regarding the above mentioned matters not later than at
the annual general meeting. In the event that the board of
directors is notified about the content of these proposals before
the time of the annual general meeting, the proposals will be
announced by the Company by way of press release and held available
at the Company's premises and on the Company's website.
The board of directors' proposal for guidelines for salary and
other remuneration to the Company's CEO and other senior executives
(item 18)
The board of directors' below proposal for guidelines for salary
and other remuneration to the Company's CEO and senior executives
has been prepared in order to secure that the Cision group offers a
reward system that is competitive, business driven, performance
focused and meets the highest standard on ethics and morale.
For a description of the Company's outstanding remuneration
programs, reference is made to note 8 of the Company's Annual
Report for 2013.
Guidelines for salary and other remuneration of the Company's
CEO and senior executives
The board of directors proposes that the annual general meeting
approves the board's proposal regarding guidelines for salary and
other remuneration of the CEO and senior executives of the Company.
The proposed guidelines mainly correspond to the guidelines for
remuneration that have been applied in previous years and are based
on existing agreements between the Company and the Company's senior
executives. The guidelines apply to the CEO, senior executives that
report directly to the CEO as well as selected other senior
executives in the Company group. The remuneration structure for the
senior executives shall comprise of both fixed and variable salary,
pension, other benefits and when appropriate a long term incentive
plan.
Fixed salary
The Company shall offer market level terms that enable the
Company to attract, develop and retain senior executives. The fixed
salary level is based on what the local market pays for an
equivalent position, based on qualification and performance and is
therefore a market-based salary. The fixed salary is reviewed on a
yearly basis.
Short term incentive plan (STI)
Variable cash remuneration is paid in the form of an annual
performance based bonus. The target bonus for the Company's senior
executives varies depending on their position. The target bonus for
the CEO is 50 per cent of the fixed annual salary and the maximum
bonus is 100 per cent of the fixed annual base salary when
performance exceeds targets. For the Company's senior executives
being part of the executive committee the target bonus is 30-50 per
cent of the fixed annual base salary and the maximum bonus is
60-100 per cent of the fixed annual base salary, and for other
senior executives the target bonus is 20-30 per cent of the fixed
annual base salary and the maximum bonus is 40-60 per cent of the
fixed annual base salary. For the CEO, the senior executives being
part of the Company's executive committee, excluding country
leaders, and for the central finance function members, the bonus is
based on (i) the Company's achieved operating result ("EBIT") at
group level as compared to budget for the financial year 2014 and
(ii) organic growth in revenue at group level as compared to budget
for the financial year 2014 and (iii) specific corporate targets
set at group or country level. For other senior executives, the
bonus is based on (i) EBIT and organic growth in revenue for the
financial year 2014 as compared to budget, calculated based on a
group and/or country level depending on their position and (ii)
specific corporate targets as mentioned above. For each individual
and based on position, the allocation of bonus is based on a
weighting of the different components. In order for any bonus to be
payable with respect to the financial components, at least 86 per
cent of the target for EBIT at the level relevant for the executive
must be attained. Maximum bonus for the financial components will
be payable upon attainment of 140 per cent of each such relevant
component. In order for any bonus relating to corporate targets to
be payable, at least 86 per cent of the relevant target must be
attained, and maximum payment for the corporate targets will be
payable upon attainment of 100 per cent of each such target. The
aggregate amount of the cash bonus earned during 2014 under this
incentive plan will, on the basis of the current composition of the
executive committee of the Company, amount to a maximum of
approximately 75 per cent of the aggregate amount of the
annual fixed salaries for all of the members of the executive
committee participating in the STI program.
Long term incentive plans (LTI)
Long term incentive programs shall be linked to certain
pre-determined financial performance criteria and shall ensure
long-term commitment to the development of the Company. The Company
has two on-going share and share price related incentive programs,
adopted at the annual general meetings held in 2011 and 2013,
respectively.
Pension
The basic principle with respect to pension arrangements shall
be that the terms and conditions correspond with market terms in
the country where the Company's senior executives are domiciled.
The retirement age for the executives varies in accordance with
local customs. For the CEO, the Company shall allocate an amount
corresponding to 20 per cent of the CEO's pension qualifying
salary for pension and insurance solutions. Pensions are defined
contribution and are paid on a fixed percentage of base salary. The
percentage ranges from 10 per cent to 21 per cent for senior
executives. The Company's senior executives follow local practice
for supplementary pensions for salaried employees or corresponding
arrangements. Other pension allocations are made in accordance with
local customs and after approval from HR and the CEO.
Other benefits
The Company's CEO and senior executives are eligible for
customary benefits connected with their position, such as health
care, medical insurance and a company car or car allowance.
Benefits vary between the countries and are based on local
customs.
Severance payment and notice period
The CEO's employment contract is valid until further notice,
with a mutual notice period of six months. The CEO is entitled to a
severance payment equal to the annual base salary of the CEO. The
notice period for the Company's senior executives being part of the
executive committee varies between zero and six months. For the
Company, the notice period to the Company’s senior executives
varies between zero and six months. The Company's senior executives
being part of the executive committee are entitled to severance
payment equal to one to nine monthly salaries. Further, where the
board of directors deems it required in order to secure the
Company's need for continuity in the senior executive team in
connection with significant changes to the structure or ownership
of the Company, additional arrangements for senior executives may
be implemented in relation to notice periods, severance payments
and financial incentives to remain in the Company's service.
Preparation and resolution
In respect of the CEO, the compensation committee proposes,
after discussions between the chairman of the board and the CEO,
the salary, criteria for variable remuneration and other terms of
employment, which are then approved by the board. For the Company's
other senior executives, the CEO proposes terms and conditions
which are then approved by the compensation committee and reported
to the board of directors.
The board of directors shall have the right to deviate from
these principles in individual cases if there is a solid business
rationale and good reason for such a decision.
The board of directors' proposal regarding re-allocation of
shares bought back under LTI 2011 (item 19) The board of directors
proposes that the annual general meeting resolves upon a
re-allocation of shares bought back under the long term
share-related incentive program adopted by the annual general
meeting held in 2011 (LTI 2011) to the long term share-related
incentive program adopted by the annual general meeting held in
2013 (LTI 2013). In brief, the proposal means that a number of the
69,442 shares bought back under LTI 2011, which will not be
required for delivery under LTI 2011, are re-allocated to LTI 2013
so that the re-allocated shares can be used to secure delivery of
shares to participants in LTI 2013 and to secure for future cash
flow effects due to payments of social security costs related to
LTI 2013. It is proposed that an aggregate number of 19,116 shares
are re-allocated from LTI 2011 to LTI 2013. It is further proposed
that transfers of re-allocated shares shall be made on the same
principles as prescribed in connection with the adoption of LTI
2013 at the 2013 annual general meeting.
Majority requirement
An adoption to authorise the board of directors to resolve on a
re-allocation of bought back shares shall be valid only where
approved by shareholders holding not less than nine-tenths of both
the shares voted and of the shares represented at the annual
general meeting.
Shareholder's right to request information
Shareholders of the Company are, where the board of directors
believes that it may take place without significant harm to the
Company, at the annual general meeting entitled to receive
information in respect of any circumstances which may affect the
assessment of a matter on the agenda or of the Company's or a
subsidiary's financial position (i.e. the right to request
information pursuant to Chapter 7, Section 32 of the Swedish
Companies Act).
Number of shares and votes
The Company has in total 14,909,583 shares, each representing
one vote, i.e. in total 14,909,583 votes. At the time of this
notice the Company's holding of own shares, which cannot be
represented at the annual general meeting, amounted in total to
69,442 shares.
Further information
The board of directors' complete proposals for the resolutions
in item 11 (allocation of the Company's earnings) and item 18
(guidelines for salary and other remuneration to the Company's CEO
and other senior executives) are as set out above.
The complete proposal with respect to the re-allocation of
shares bought back for LTI 2011 (item 19), the accounting documents
and the audit report for the financial year 2013 as well as the
auditor's statement pursuant to Chapter 8, Section 54 of the
Swedish Companies Act regarding compliance with the guidelines for
compensation to senior executives, respectively, will be available
at the Company's premises as from Tuesday, May 6, 2014, and will,
without charge, be sent by mail to shareholders who so request,
stating their address. All these documents will also as from
Tuesday, May 6, 2014 be available on the Company's website:
http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting/Annual-General-Meeting-2014/.
_________________
Stockholm, 25 April 2014
The Board of Directors of Cision AB (publ)
Cision AB (publ)
P.O. Box 24194
SE-104 51 Stockholm, Sweden
Corp Identity No. SE556027951401
Telephone: 46 (0)8 507 410 00
http://corporate.cision.com
The information provided herein is such that Cision AB (publ) is
obligated to disclose pursuant to the Swedish Securities Markets
Act (SFS 2007:528) and/or the Swedish Financial Instruments Trading
Act (SFS 1991:980). The information was submitted for publication
at 08:30 AM CEST on April 25, 2014.
N.B. The English text is an unofficial translation. In case of
any discrepancies between the Swedish text and the English
translation, the Swedish text shall prevail.
Cision is a leading provider of cloud-based PR software,
services and tools for the marketing and public relations industry.
Marketing and PR professionals use our products to help manage all
aspects of their brands – from identifying key media and
influencers to connecting with audiences; monitoring traditional
and social media; and analyzing outcomes. Journalists, bloggers,
and other influencers use Cision’s tools to research story ideas,
track trends, and maintain their public profiles. Cision is present
in Europe, North America and Asia and quoted on the Stockholm Stock
Exchange with revenue of approx. SEK 0.9 billion in 2013. For more
information, visit www.cision.com (http://us.cision.com/).
This information was brought to you by Cision
http://news.cision.com
Cision ABCharlotte Hansson, CFOTelephone +46 8 507 410
11E-mail: investorrelations@cision.com
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