Notice of Annual General Meeting in Vostok Emerging Finance Ltd
Stockholm, April 17, 2018 (GLOBE NEWSWIRE) --
Notice is hereby given to the holders of depository receipts in respect of shares in Vostok Emerging Finance Ltd (“Vostok Emerging Finance” or the ”Company”) that an Annual General Meeting (the “Meeting”) of shareholders shall be held on Thursday, 17 May 2018 at 10 am CEST at Advokatfirman Vinge, Norrlandsgatan 10 in Stockholm, Sweden.
Notice to attend etc.
Holders of depository receipts wishing to attend the Meeting shall:
Holders of depository receipts represented by proxy shall issue dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney in original and, where applicable, the registration certificate should be submitted to the Company by mail at the address set forth above well in advance of the Meeting. The form to use for a power of attorney can be found on www.vostokemergingfinance.com.
Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the Meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this well in advance of Friday, 11 May 2018.
Voting forms will be distributed to the holders who have complied with the above requirements and the voting form must be brought to the Meeting.
(a) the 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; and
(b) the appropriation of the Company’s results according to the adopted balance sheet.
Chairman for the Meeting (item 1)
The Nomination committee consisting of Evert Carlsson (Swedbank Robur Fonder), Jake Hennemuth (Ruane Cunniff & Goldfarb), Vipul Pandey (Libra Advisors) and Lars O Grönstedt, (Chairman of the Board), proposes that Jesper Schönbeck, member of the Swedish Bar Association, is elected as Chairman for the Meeting.
The appropriation of the Company’s results (item 8b)
The Board of Directors proposes that no dividend is paid to the shareholders and that the Company’s results are brought forward.
Election of Directors and auditors etc. (items 9-11)
The Nomination committee proposes:
- that the Board of Directors shall consist of six Directors without any deputy members;
- re-election of all of the current Directors, Lars O Grönstedt, Ranjan Tandon, Per Brilioth, David Nangle, Voria Fattahi and Milena Ivanova, for the period until the end of the next Annual General Meeting;
- that the Meeting appoint Lars O Grönstedt to be Chairman of the Board of Directors;
- a total Board remuneration of SEK 1,800,000, of which SEK 600,000 shall be allocated to the Chairman of the Board of Directors and SEK 300,000 to each of the other Directors who are not employed by the Company; and
- that the Company’s auditor, the registered audit company PricewaterhouseCoopers AB be re-elected until the end of the next Annual General Meeting and remunerated upon approval of their invoice.
For information about the current Directors proposed for re-election, please see the Company’s website, www.vostokemergingfinance.com.
Nomination committee (item 12)
The Nomination Committee proposes the following procedure for appointing a Nomination Committee for the purposes of the Annual General Meeting in 2019: A Nomination Committee shall be convened by the Chairman of the Board and comprise of up to four representatives chosen from among the largest holders of depository receipts in the Company and the Chairman of the Board. The ownership shall be based on the statistics from Euroclear Sweden AB over holders of depository receipts as per the last business day in August 2018. The names of the members of the Nomination Committee shall be announced as soon as they have been appointed, which shall take place no later than six months prior to the Annual General Meeting in 2019. In case of a material change in ownership prior to completion of the work to be performed by the Nomination Committee, it shall be possible to change the composition of the Nomination Committee. The Nomination Committee’s mandate period extends up to the appointment of a new Nomination Committee. The Nomination Committee shall appoint a Chairman among them. If the representatives cannot agree upon appointment of a Chairman, the representative representing the holder of depository receipts with the largest number of votes shall be appointed as Chairman. The Nomination Committee shall prepare proposals for the following decisions at the Annual General Meeting in 2019: (i) election of the Chairman for the Meeting, (ii) election of Directors, (iii) election of the Chairman of the Board of Directors, (iv) remuneration to the Directors, (v) election of the Company’s auditors (vi) compensation to the Company’s auditors, and (vii) proposal for how to conduct the nomination process for the Annual General Meeting in 2020.
Remuneration principles for the senior management (item 13)
The Board of Directors proposes that the Meeting resolves to approve the following management remuneration principles.
The remuneration to the Managing Director and other members of the senior management shall consist of fixed salary, variable remuneration, other benefits and pension benefits. Except for the Managing Director, the senior management currently includes two individuals.
The total remuneration shall correspond to the prevailing market conditions and be competitive. The fixed and variable remuneration shall correspond to the respective individual’s responsibility and authority. The variable component should, in the first instance, be covered within the parameters of the Company’s long term incentive plan and shall, where payable in other instances, be related to milestone or extraordinary accomplishments of the Company and/or its portfolio investments, e.g. particularly successful investments, exits or similar events.
The period of notice of termination of employment shall be three to six months in the event of termination by the member of the senior management. In the event of termination by the Company, the total of the period of notice of termination and the period during which severance compensation is payable shall not exceed 12 months.
Pension benefits shall be either benefit-based or contribution based or a combination thereof, with individual retirement ages. Benefit based pension benefits are conditional on the benefits being earned during a predetermined period of employment.
The Board of Directors shall be entitled to deviate from these guidelines in individual cases should special reasons exist.
Resolution regarding long term incentive programme (item 14)
The Board of Directors proposes that the Meeting resolves on a long term incentive programme for up to five employees in Vostok Emerging Finance (“LTIP 2018”) in accordance with the below. LTIP 2018 is a three year performance based incentive programme which is substantially the same as the depository receipt based incentive programme from 2017 (“LTIP 2017”).
Adoption of an incentive programme
Summary of the programme
The Board of Directors proposes that the Meeting resolves to adopt LTIP 2018. LTIP 2018 is proposed to include up to five current or future employees in Vostok Emerging Finance. The participants in LTIP 2018 are required to invest in Vostok Emerging Finance by acquiring shares in the form of depository receipts in Vostok Emerging Finance (“Saving DRs”). These Saving DRs are received by way of purchase of depository receipts (representing shares in Vostok Emerging Finance) at market value or transfer of depository receipts that such participant already holds in accordance with the terms set out under “Personal investment” below. The participants will thereafter be granted the opportunity to receive depository receipts free of charge in accordance with LTIP 2018, so called “Performance DRs” in accordance with the terms set out below.
In the event that delivery of Performance DRs cannot be achieved at reasonable costs, with reasonable administrative efforts or due to market conditions, participants may instead be offered a cash-based settlement.
In order to participate in LTIP 2018, the participant must have made a private investment by (i) purchase of depository receipts (representing shares in Vostok Emerging Finance) at market value and for a value of up to SEK 750,0001 depending on the participants’ position in Vostok Emerging Finance in accordance with what is further described below, or (ii) by transfer of depository receipts that such participant already holds (provided that the participant holds at least 100% of annual net base pay in depository receipts) for a value of up to SEK 750,0002 depending on the participants’ position in Vostok Emerging Finance in accordance with what is further described below. For each Saving DR held under LTIP 2018, the Company will grant the participants ten rights to Performance DRs, meaning rights to receive Performance DRs free of charge (“Rights”). The number of Performance DRs each participant’s Saving DRs entitles to depends on the Company’s fulfilment of the performance conditions. A participant cannot receive more than ten Performance DRs per Saving DR.
The maximum amounts for the personal investments are based on an assumed market price of Vostok Emerging Finance’s depository receipts of SEK 2.08 The market price of the depository receipts may have increased or decreased by the time of the personal investment and the Board of Directors is authorised to change the maximum amount of the personal investment to take into account any material changes to the price of Vostok Emerging Finance’s depository receipts, in order to give as positive effects as possible for depository receipt holders in the Company.
General terms and conditions
Subject to the fulfilment of the entry level of the performance based conditions for the period 1 January 2018 to 31 December 2020 and provided that the participant has kept its investment in Saving DRs during the period from the day of allocation of the Rights until the day of the release of the interim report for the period 1 January to 31 March 2021 (the vesting period) and kept its employment within the Vostok group and not given notice of termination at such point in time, two Rights per Saving DR will vest and each Rights will entitle the participant to receive one Performance DR free of charge.
Retention and performance conditions
The number of Performance DRs each of the participant’s Saving DR entitles to depends on the Company’s fulfilment of the performance conditions during the measurement period. The performance conditions are based on the Net Asset Value per share (“NAV per share”).
The determined levels of the conditions include an entry, a target and a stretch level as regards the number of Rights that vest. The entry level constitutes the minimum level which must be exceeded in order to enable vesting of Rights. If the entry level is reached or exceeded, each participant will receive two Performance DRs per Saving DR. If the target level is reached or exceeded, each participant will receive five Performance DRs per Saving DR. If the stretch level is reached or exceeded, each participant will receive ten Performance DRs per Saving DR.
The Board of Directors intends to disclose the outcome of the performance-based conditions in the annual report for the financial year 2020.
The Rights shall be governed by the following terms and conditions:
- Rights are granted free of charge as soon as possible after the annual general meeting 2018.
- Vest following the publication of the Company’s interim report for the period 1 January – 31 March 2021 (the vesting period).
- May not be transferred or pledged.
- Two Rights per Saving DR will vest and each Right will entitle the participant to receive one Performance DR after the end of the vesting period, if the entry level of the performance-based conditions has been fulfilled and the participant, at the time of the release of the interim report for the period 1 January – 31 March 2021, maintains its employment within the Vostok group, has not given notice of termination and maintains the invested Saving DRs.
- In order to align the participants’ and the depository receipt holders’ interests, the Company will compensate the participants for any dividends paid during the three-year vesting period. Compensation will only be made for dividend resolved after the time of allocation.
Preparation and administration
The Board of Directors shall be responsible for preparing the detailed terms and conditions of LTIP 2018, in accordance with the mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions. The Board of Directors may also make other adjustments if significant changes in the Vostok group or its operating environment would result in a situation where the decided terms and conditions of LTIP 2018 no longer serve their purpose.
The participants are divided into different categories and in accordance with the above, LTIP 2018 will maximum comprise the following number of Saving DRs and maximum number of Rights for the different categories:
• the CEO: may acquire up to SEK 750,000 worth of Saving DRs3 within LTIP 2018, entitling the holder to allotment of not less than two and up to ten Rights per Saving DR; and
• other member of management than the CEO and other employees (four individuals): may acquire up to SEK 250,000 worth of Saving DRs4 respectively within LTIP 2018, entitling the holders to allotment of not less than two and up to ten Rights per Saving DR.
The Board will determine the final amount of Saving DRs each participant may acquire, which may be the maximum amount set out above or less.
Scope and costs of LTIP 2018
LTIP 2018 will be accounted for in accordance with IFRS 2 which stipulates that the Rights should be recorded as a personnel expense in the income statement during the vesting period. The costs for LTIP 2018 is estimated to amount to approximately SEK 8.75 million, excluding social security costs, calculated in accordance with IFRS 2.
The costs for social security charges are calculated to approximately SEK 1.76 million, based on the above assumptions.
In addition to what is set forth above, the costs for LTIP 2018 have been based on LTIP 2018 comprising of up to five participants and that each participant makes a maximum investment.
If the maximum result is reached, and all invested Saving DRs are retained under LTIP 2018 and a fulfilment of the performance conditions of 100 percent, the maximum cost of LTIP 2018 as defined in IFRS 2 is approximately SEK 17.5 million and the maximum social security cost is estimated to approximately SEK 3.5 million.
The costs are expected to have a marginal effect on key ratios of the Vostok group.
Upon maximum allotment of Performance DRs, 8,413,350 depository receipts representing shares in the Company may be allocated within the framework of LTIP 2018, which would correspond to approximately 1.27 percent of the share capital and the votes in the Company. 5,080,000 depository receipts, which comprise currently outstanding options under the 2015 Incentive Programme (including 3,905,000 allocated options and 1,175,000 options that have not yet been allocated), maximum allotment of 11,315,790 depository receipts under LTIP 2016, maximum allotment of 8,035,700 depository receipts within the framework of LTIP 2017 and maximum allotment of 8,413,350 depository receipts within the framework of 2018, would correspond to approximately 4.97 percent of the share capital and the votes in the Company.
Delivery of Performance DRs under LTIP 2018
To ensure delivery of Performance DRs under LTIP 2018, the Company may hedge LTIP 2018 by either repurchasing depository receipts or by taking other measures deemed necessary by the Company.
The rationale for the proposal
The objective of LTIP 2018 is to create incentives for the management to work for a long-term development in the Company. Furthermore, LTIP 2018 shall create conditions for retaining competent employees in the Vostok group through the offering of competitive remuneration. LTIP 2018 has been designed based on the view that it is desirable that employees within the group are depository receipt holders in the Company and that they see that working with a long-term horizon pays off. Participation in LTIP 2018 requires a personal investment in Saving DRs.
By offering an allotment of Performance DRs which are based on performance-based conditions, the participants are rewarded for increased depository receipt holder value. Further, LTIP 2018 rewards employees’ loyalty and long-term value growth in the Company. Against this background, the Board of Directors is of the opinion that the adoption of LTIP 2018 will have a positive effect on the Vostok group’s future development and thus be beneficial for both the Company and its depository receipt holders.
The Company’s Board of Directors has prepared LTIP 2016 and 2017, on which LTIP 2018 is based, in consultation with external advisors. LTIP 2018 has been reviewed by the Board of Directors at its meeting in April 2018.
Other incentive programmes in the Company
Below are summaries of the current outstanding incentive programmes in the Company. For more information about the incentive programmes, please see the annual report 2017.
The 2015 Incentive Programme
The incentive programme, that was authorised by a Special General Meeting in Vostok New Ventures Ltd on June 9 2015 and adopted by resolution of the sole member of the Company on the same day, entitles present and future employees to be allocated call options to acquire shares represented by depository receipts in the Company. The incentive plan includes granting of not more than 2,000,000 (post rights issue 5,080,000) options. A total of 3,905,000 options are currently outstanding. The option life is until 8 September 2020, 31 July 2021 and 24 November 2021 and the options may be exercised during a period of three months starting five years from the time of grant. In the event all options are fully exercised, the holders will acquire shares represented by depository receipts corresponding to a maximum of approximately 2.7 (post rights issue: 0.8) percent of the share capital in the Company.
The 2016 Incentive Programme
At the 2016 annual general meeting held on 19 May 2016, it was resolved to implement a share-based long-term incentive programme for management and key personnel in Vostok Emerging Finance. The programme runs from 1 January 2016 through 31 March 2019, and encompasses a maximum of 11,315,790 depository receipts, corresponding to a dilution of 1.7% of the total number of depository receipts outstanding. Programme participants purchase depository receipts in the Company, and for each purchased depository receipt is entitled to receive a number of additional depository receipts, so-called performance depository receipts, free of charge, subject to fulfilment of a performance condition set by the Board of Directors on the basis of the Company’s Net Asset Value per share.
The 2017 Incentive Programme
At the 2017 annual general meeting held on 18 May 2017, it was resolved to implement a share-based long-term incentive programme for management and key personnel in Vostok Emerging Finance. The programme runs from 1 January 2017 through 31 March 2020, and encompasses a maximum of 8,035,700 depository receipts, corresponding to a dilution of 1.21% of the total number of depository receipts outstanding. Programme participants purchase depository receipts in the Company, and for each purchased depository receipt is entitled to receive a number of additional depository receipts, so-called performance depository receipts, free of charge, subject to fulfilment of a performance condition set by the Board of Directors on the basis of the Company’s Net Asset Value per share.
Resolution in accordance with the Board of Directors’ proposal in respect of item 14 requires support of shareholders representing not less than half of the votes cast as well as of the shares represented by depository receipts represented at the Meeting.
The annual accounts and the auditors’ report will be available at the office of the subsidiary of the Company, Vostok Emerging Finance AB, at Hovslagargatan 5 in Stockholm, Sweden and on its website www.vostokemergingfinance.com.
The Board of Directors of Vostok Emerging Finance Ltd.
Registered office: Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda
Pareto Securities AB
For further information please contact:
Henrik Stenlund, CFO: +46 (0) 8-545 015 50
Vostok Emerging Finance is an investment company with the goal of investing in early stage modern financial services companies across emerging and frontier markets. VEF trades in Sweden on Nasdaq First North under the ticker VEMF SDB.
Vostok Emerging Finance’s Certified Adviser on Nasdaq First North is Pareto Securities AB.
1 Corresponding to 360,575 depository receipts based on an assumed price of SEK 2.08 per depository receipt.
2 Corresponding to 360,575 depository receipts based on an assumed price of SEK 2.08 per depository receipt.
3 Corresponding to 360,575 depository receipts based on an assumed price of SEK 2.08 per depository receipt
4 Corresponding to 120,190 depository receipts based on an assumed price of SEK 2.08 per depository receipt