Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2020

Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2020

Adapteo Plc Regulatory Press Release 31 January 2020, at 11.00 a.m. CET

The Shareholders’ Nomination Committee (the “Nomination Committee”) of Adapteo
Plc (“Adapteo”) has submitted the following proposals to the Annual General
Meeting 2020 to be held on 23 April 2020.

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 seven (7).

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, Andreas Philipson and Joakim Rubin as members of
the Board of Directors of Adapteo. In addition, the Nomination Committee
proposes that Sophia Mattsson-Linnala and Ulf Wretskog be elected as new members
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 2021.

Sophia Mattsson-Linnala (born 1966) has 30 years of experience from operational
and strategic roles within the real estate industry. She served as CEO of
Rikshem between 2016 and 2019. Prior to that Sophia Mattsson-Linnala held
several executive positions in the real estate industry, including as CEO of
Huge Fastigheter, Sollentunahem and Botkyrkabyggen and as head of the Finance
and Economics Department of SABO (currently Public Housing Sweden). Sophia
Mattsson-Linnala is a Swedish citizen and holds a Degree of Bachelour of Science
in Business Administration and Economics from Stockholm University.

Ulf Wretskog (born 1967) is a senior executive with 25 years of international
experience in leadership and management within facility management, construction
and real estate industries as well as in smart buildings technology. He
currently serves as the Region Chair of Sodexo Nordics and CEO of Sodexo
Corporate Services Nordics. Prior to joining Sodexo, Ulf Wretskog held several
management positions in Skanska and Coor Service Management, among others. He
also has deep knowledge of IoT solutions for smart buildings, as he was
responsible for bringing the tech company Yanzi Networks to a global presence as
its CEO between 2016 and 2019. Ulf Wretskog is a Swedish citizen and holds a
Civil Engineering diploma from the University of Lund.

All the nominees are considered independent of Adapteo, its executive management
and major shareholders, except for Joakim Rubin, who is 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 and that the Board
of Directors of Adapteo adopt a policy on Board member share ownership. The
policy should entail 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 2021.

The Nomination Committee proposes that the Auditor of Adapteo be paid reasonable
remuneration in accordance with an invoice approved by Adapteo.

Proposal on Chairman of the Annual General Meeting of Shareholders

The Nomination Committee proposes that Lagman Johan Aalto 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 2020 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),
Jan Särlvik (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. +49 89 255 499 25
Philip Isell Lind af Hageby, CEO, tel. +46 73 022 19 36,
[email protected]

Adapteo in brief

Adapteo is a leading Northern European provider of modular space solutions. We
operate in Sweden, Finland, Norway, Denmark and Germany. Adapteo is a new brand
with over 30 years of experience, born from the acquisition of Nordic Modular
Group and the demerger from Cramo. We offer premium modular space solutions to
schools, daycare centers, offices, accommodation and events for temporary and
permanent needs. In 2018, Adapteo’s pro forma net sales were EUR 221 million.
Pro forma net sales include the modular space business of Cramo Plc and acquired
Nordic Modular Group’s net sales for full year.

A changing society needs adaptable space. At Adapteo, we make sure everyone has
the right kind of space, so that people can grow, and societies can move ahead.
We create flexible modular spaces that are good for the planet and great for the
future. Adapteo is listed on Nasdaq Stockholm.

www.adapteogroup.com

Space to grow

Attachments: