On October 20, 2019, the board of directors of Telia Company received a request from its major shareholder, the Swedish state, to call for an EGM regarding the election of a new board member and board chair that will take over from the current chair Ms. Marie Ehrling.
The nomination committee has endeavoured to find a chair who, with a strong commercial drive and experience from the telecommunications sector, can lead the work of the board of directors. Taking into account the competencies and experiences needed in the future, the owner representatives of the nomination committee have decided to nominate Mr. Lars-Johan Jarnheimer as a new board member as well as chairman of the board of directors (see below).
Under ITEM 6, the nomination committee proposes to newly appoint Mr. Lars-Johan Jarnheimer as Member of the board of directors. Although Mr. Jarnheimer would be considered independent, ECGS has concerns over his aggregate time commitments. Mr. Jarnheimer is already serving as chairman of the board of directors of Ingka Holding B.V (IKEA) and Egmont International Holding AS (both substantial non-listed companies) and non-executive director of SAS AB (listed). Taking into account his proposed appointment (as board chairman) at Telia Company AB (listed), the number of mandates held would exceed ECGS¶guidelines. In view of concerns over aggregate time commitments, ECGS therefore recommends to vote OPPOSE.
Under ITEM 7, the nomination committee proposes to appoint Mr. Lars-Johan Jarnheimer as Chairman of the board of directors. As already mentioned above, ECGS has some concerns over the appointment of Mr. Jarnheimer. Consequently, ECGS does not support his election as Chairman of the board of directors either and accordingly recommends to vote OPPOSE.
Finally, ITEMS 8a and 8b are proposals made by shareholders. ECGS recommends to vote in favour of ITEM 8a, but does NOT support ITEM 8b.
Telia Company provides telecommunication services in the Nordic and Baltic countries, the markets of Eurasia, including Russia, Turkey and Spain. Co. has three business segments: Mobility Services, which comprises operations in Sweden, Finland, Norway, Denmark, Lithuania, Latvia, Estonia and Spain; Broadband Services, which comprises operations in Sweden, Finland, Denmark, Lithuania, Latvia (49.0%), Estonia and international carrier operations; and Eurasia, which comprises mobile operations in Kazakhstan, Azerbaijan, Uzbekistan, Tajikistan, Georgia, Moldova and Nepal. The business area also includes Co.'s shareholdings in OAO MegaFon, Russia and Turkcell Iletisim Hizmetleri A.S., Turkey.
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Three has been the most aggressive operator in the Swedish market with its fighting brand Hallon in the Consumer segment and its main brand Three in the Corporate segment with unlimited data for SEK249 per month. With Telia, Telenor and Tele2 all launching family plans, we believe it was just a matter of time before Three responded, and this is a very price competitive offer. If adding the maximum number of six people, all get unlimited data for SEK166 per month. This is negative news for those who had expected a positive price trend in the Swedish market.
Le principal objet de la présente assemblée est d’approuver le projet d’Offre publique de Rachat (OPRA) suivie d’une augmentation de capital portant sur le même montant, proposée au même prix que l’OPRA, et garantie par le premier actionnaire, Xavier Niel. De façon générale, cette opération, financièrement innovante, porte un risque de renforcement au capital du premier actionnaire. Cependant, celui-ci est déjà l’actionnaire de contrôle puisqu’il détient plus de 50% du capital. De la même façon, il contrôle également d’ores et déjà l’issue des votes en AG. Ainsi, cette opération ne porte pas d...
ITEMS 1 and 2: It is proposed to approve a share buyback offer followed by a capital increase with the same amount and price. Thus the share buyback offer is fully financed by the capital increase, which is guaranteed by the main shareholder. The only risk identified in this global operation is that the main shareholder could strengthen his stake and control of the General meeting. However, Xavier Niel, main shareholder, already controls the capital and the General meeting votes. Thus, this operation seems more to be a confidence signal sent by the controlling shareholder to the market.
MISE A JOUR SUITE A LA COMMUNICATION DU 2 DECEMBRE DE LA SOCIETE : Tout d’abord, Proxinvest tient à féliciter Claranova d’avoir écouté ses actionnaires et d’avoir entrepris un dialogue avec Proxinvest afin d’échanger sur les réserves qui avaient été évoquées lors de la publication de la lettre conseil de Proxinvest le 28 novembre 2018. Suite à ces échanges, la société a ainsi accepté d’inscrire à l’ordre du jour les deux demandes (résolution A et 19 Bis) qui avaient été faites par l’association ADANOVA. Un geste que Proxinvest apprécie fortement et qui démontre que Claranova est à l'écoute de ...
ITEMS 1 to 7: the board seeks shareholder approval of the re-election of 5 members, and the election of 2 new nominees. ECGS notes that the board previously had only 40% of independent members, which did not respect our recommendations. After the AGM, ECGS considers 4 of the 7 shareholder-elected directors to be independent (57%), which respects our minimum of 50%. Furthermore, there will be 2 women on board (29%), which does not respect our minimum of 30%, but the fact that one out of the two nominees proposed at the current AGM is a woman, the percentage increased from 20% to 29%, which is s...
In general, Takeaway.com is in compliance with the Dutch regulations relating to the organization and procedures of the Extraordinary General Meeting. Under ITEM 2a approval of a combination with UK-based Just Eat is sought. ECGS deems it a rather bold move of Takeaway.com, a company that has never been profitable, to enter into a combination with UK-based Just Eat, which, in terms of size and complexity, is the substantially larger company of the two. Pursuant to the terms of the Offer, Takeaway.com offers 0.09744 company shares for each share held in Just Eat. On the basis of the closing p...
The Company called the general meeting under short notice authority. The notice of meeting was released only16 days before. However, the intention to call the meeting was announced on 22 August 2019. There are two items on the agenda: a share buy-back programme and the Directors' remuneration policy. None of these points justify the use of short-term notice. tem 1: NMC Health seeks approval of a new share buy-back. The Company has an acceptable ability to generate cash flows and debt burden enabling it to comfortably finance the dividends and share buybacks. However, the EPS performance metr...