Investor relations

Investor Relations

At Transcendent Group you will meet experienced consultants within Governance, Risk and Compliance. We are an independent adviser with a clear understanding of risk and business value. Based on our clients’ needs, we support them in projects through the provision of outsourced solutions or through secondment roles. Our clients operate in both the public and private sector, including government agencies, businesses and other organizations in a variety of industries.

Founded in Stockholm in 2001, Transcendent Group is a value-driven company. We hand-pick our employees, and only recruit experienced consultants from within Governance, Risk and Compliance. Today, Transcendent Group has grown to become a consulting business with offices throughout Europe.

Dividend policy

Based on the overall financial targets, as well as the short-term and long-term objectives for the group, the Board has decided on the following dividend policy for the parent company;

  • Excess funds shall be returned to shareholders through dividends. Transcendent Group has the aim to continuously grow dividend per share with an ambition to return 50 percent of the annual profit back to shareholders subject to adjustment for larger non-recurring items.

The Share

Ticker symbol: TRG

ISIN-code: SE0001299064

Marketplace: Nasdaq First North Premier Growth Market

Certified Adviser: Avanza Bank

Largest shareholders


Source: Monitor by Modular Finance. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority (Finansinspektionen). The verification date may vary for certain shareholders.


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Nasdaq First North Premier Growth Market (“First North Premier”) is an alternative market operated by the different exchanges that make up the Nasdaq group. It does not have the same legal status as a regulated market. A company traded on Nasdaq First North Premier is subject to the same Market Abuse Regulation as the companies on the main market Nasdaq, the issuer rulebook on First North Premier is lighter than Nasdaq and adjusted for growth companies. The risk of an investment in a company traded on First North Premier may be higher than an investment in a company admitted to trading on a regulated market. All companies listed on First North have a certified adviser that monitors compliance with the rules.

Financial Reports

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Financial Calendar

Transcendent Group expects to publish the following financial reports, in accordance with the timetable below:

18 May 2021 Interim Report Q1 2021

25 May 2021 Annual General Meeting

17 August 2021 Interim Report Q2 2021

28 October 2021 Interim Report Q3 2021

31 January 2022 Year-End Report 2021

IR Contact

For questions please e-mail: info.ir@transcendentgroup.com

Martin Malm

CEO Transcendent Group AB
martin.malm@transcendentgroup.com
+46 733 359426

Martin Malm

Charlotte Elsnitz

CFO Transcendent Group AB
charlotte.elsnitz@transcendentgroup.com
+46 73 82 280 40

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Certified Adviser

Avanza Bank AB
08 – 562 250 00
ca@avanza.se

Corporate Governance

Transcendent Group is a Swedish public limited liability company. Prior to the listing on Nasdaq First North Premier Growth Market, corporate governance in the Company was based on Swedish laws and regulations, the Company’s article of associations as well as internal rules and instructions.

As a company listed on Nasdaq First North Premier Growth Market, the Company will apply the Swedish Corporate Governance Code hereafter referred to as “the Code”. The Code is based on the principle “comply or explain”.

The company will comply with the Nasdaq First North Rulebook, as well as other Swedish and foreign laws and regulations, the company’s articles of associations as well as its internal rules and instruction.

Board of Directors

The Board has the ultimate responsibility for the overall governance of Transcendent Group, its administration and organization and the handling of the Group’s affairs. The board must, like Transcendent Group, apply the Swedish Corporate Governance Code (“the Code”).

The board of Directors shall be made up of a minimum of 3 and a maximum of 8 board members with a maximum of 3 deputy board members. The board members and deputy board members are elected annually at the annual general meeting for a period of one year,

Sigrun Hjelmqvist

Member of the board since 2018. Chairman of the board since 2021.

Sigrun has worked for 20 years at Ericsson in several senior roles, including CEO of Ericsson Components AB. After her time at Ericsson, she was one of the founders of the Venture Capital company, Brainheart Capital HB. Sigrun has, since 2010, mostly dedicated herself to board assignments and is currently a member of the board in five listed companies; Addnode Group AB, Eolous Vind AB, Teqnion AB, Azelio AB and Edgeware AB.

Born: 1956

Education: Degree in Engineering, Technical Physics and Technology Licentiate, Applied Physics at the Royal Institute of Technology.

Other assignments: Chairman of the board at Igot AB, Facesso AB and Teqnion AB. Member of the board at Addnode Group AB, Eolus Vind AB, Ragnsellföretagen AB and Azelio AB.

Previous assignments the last five years: Chairman of the board at Almi Invest Östra Mellansverige AB, Almi Invest Stockholm AB and Fouriertransform AB. Member of the board at Saminvest AB, Clavister AB and Edgeware AB.

Shareholding: 5 000 shares

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Lars O Andersson

Member of the board since 2018.

After 17 years with IBM, Lars developed consultancies within IT such as Corda Consulting AB, Mind AB and Canvisa Consulting AB. Canvisa AB was integrated with Tieto at the end of 2013, whereas Lars received the overall responsibility for Tietos business transformation for clients within the financial sector. In 2015, Lars also undertook  the responsibility for Tietos M&A activities within the financial sector. As of today, Lars is a member of the board in Forex Bank, Biocool, Crosskey Banking Solutions Ab Ltd and Anerli Förvaltning AB.

Born: 1953

Education: Degree in Business Administration, Stockholm School of Economics.

Other assignments: Member of board in Forex Bank AB, Crosskey Banking Solutions Ab Ltd and Anerli Förvaltning AB.

Previous assignments the last five years: Member of the board at Nasdaq Broker Services AB and Biocool AB. CEO and member of the board at Lomaragd Invest, Canvisa Consulting AB and Corda Consulting AB.

Shareholding: 5 000 shares

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Ingrid Nordlund

Member of the board since 2018.

Ingrid started her career with Proffice. She then joined NGS Group in 2008 and took the role as CEO in 2010. NGS is a market leading staffing and recruitment company listed on Nasdaq with an annual turnover of around 700 MSEK. Ingrid is also a member of the board at OEM International AB, listed on Nasdaq.

Born: 1968

Education: Degree in Business Administration, Lund University

Other assignments:CEO of NGS Group AB. Member and Chairman of the board in Source Executive Recruitment AB, Human Capital Group HCG AB, Nurse Partner Scandinavia AB.

Precious assignments the last five years: Member of the board at e-Quality Personalkraft AB, Octapod AB, Klona Rekrytering AB, Decennium3 Nordic AB.

Shareholding: 5 000 shares

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Magnus Juvas

Member of the board since 2015.

Magnus was one of the four founders of Transcendent Group back in 2001. Magnus is still one of the main owners of TG and is also partner and CEO of Solidify AB.

Born: 1971

Education: Master of Science in Computer Science, University of Colorado.

Other assignments:Member of the board and CEO of Solidify AB and Solidify Holding AB, member of the board at Koppslahyttan Holding AB.

Previous assignments the last five years: 

Shareholding: 912 996 shares

Independent in relation to the company and management: No

Independent in relation to major shareholders: No

Jan Palmqvist

Member of the Board since 2021.

Jan has extensive experience from auditing and advisory services primarily within the financial sector and financial reporting in listed companies and companies reporting according to IFRS.

Born: 1962

Education: Degree in Business Administration, Växjö University

Other assignments: Member of the board in Hälsinglands sparbank, Roslagens sparbank, Bergslagens sparbank AB, Södra Dalarnas Sparbank AB and Svealand Risk & Compliance AB.

Previous assignments the last five years: Audit partner Deloitte until May 2019.

Shareholding: 326.300 shares

Independent in relation to the company and management: Yes

Independent in relation to major shareholders: Yes

Management team

As of today, Transcendent Group’s executive management team consists of five senior executives, including the CEO.

The CEO and management team are responsible for the Company’s ongoing management and is subordinate to the Board of Directors. The division of duties between the Board and the CEO is stated in the rules of procedure and in the instructions for the CEO.

The CEO shall keep the Board of Directors continuously informed of the development of the Company’s business, results and financial position, important business events and any other event or circumstances that can be of importance for the Company’s shareholders.

Martin Malm

CEO of Transcendent Group AB since 2016.

Born: 1973

Education: Master of Science in Computer and Systems Science at Stockholm University

Previous assignments the last five years: Member of the board Maquire AB.

Shareholding: 1 556 521 shares, owned via companies and privately.

Martin Malm

Charlotte Elsnitz

CFO at Transcendent Group AB since 2020.

Born: 1969

Education: Degree of Bachelor of Science with a major in Business Administration at Stockholm University

Other assignments: Member of the board Solhagens Samfällighetsförening, Member of the board Transcendent Group Stockholm AB

Previous assignments the last five years:
Head of Baltic Banking, Swedbank 2019 12 – 2017 07, CFO Baltic Banking Swedbank 2017 06 – 2014 05

Shareholding:

Lars Reidar Vold-Andersen

COO of Transcendent Group AB since 2020.

Born: 1980

Education: Bachelor of Computer Science, Sør-Trøndelag University College, Master of Business Administration (MBA), University of Technology, Sydney.

Previous assignments the last five years: Member of the board at Transcendent Group AB, CEO of Transcendent Group Norge AS, CEO of New Markets Transcendent Group

Shareholding: 252 800 shares

Lars Reidar Vold-Andersen

Martin Bohlin

CEO of Transcendent Group Stockholm AB since 2018 and Transcendent Group Väst AB since 2019.

Born: 1979

Education: Master of Science in Business Administration at Linköping University.

Other assignments: Member of the board AB E. Bohlins Maskiner, Anna B Inredning AB and MLB Invest AB.

Previous assignments the last five years: Member of the board at Transcendent Group AB.

Shareholding: 700 285 shares, owned via companies and privately.

Martin Bohlin

Carsten Maartmann-Moe

CEO of Transcendent Group Norge AS since 2019.

Born: 1981

Education: Master of Science in Telematics, Computer and Network Security, Norwegian University of Science and Technology.

Previous assignments the last five years: Manager EY.

Shareholding: 87 000 shares

Carsten Maartmann-Moe

Auditors

The auditor’s role is to examine Transcendent Group’s annual reports and accounts as well as the administration of the board and the CEO. After each financial year, the auditor must submit an audit report to the Annual General Meeting.

The noted auditing firm KPMG AB (P.O. Box 362, 101 27 Stockholm) has been Transcendent Group’s auditors since the general meeting in 2018 and was re-elected at the Annual General meeting 2020 until the end of the Annual General Meeting in 2021. Mattias Johansson (authorized accountant and member of FAR) has been responsible for auditing since the general meeting in 2018.

Remuneration

The Board of Directors’ proposal for remuneration guidelines for Group executives is presented and subject for approval at the Annual General Meeting. The Board shall prepare a proposal for new guidelines at least every fourth year and submit to the Annual General Meeting. The latest guidelines were adopted by the Annual General Meeting 2020. The guidelines have been developed taking into account the new EU rules on shareholders’ rights that have been implemented through amendments to the Swedish Companies Act and the Swedish Corporate Governance Code.

Read the complete guidelines here: English / Swedish

Annual General Meetings

The general meeting is Transcendent Group’s highest governing body in accordance with the Swedish Companies Act  (2005:551). It is at the general meeting that the shareholders can exercise their influence in the company. The annual meetings will, under normal circumstances, be held in Stockholm where the Company has its headquarter.

The notice for the General Meeting will be made public on the Company’s webpage (https://transcendentgroup.com/investor-relations/#general-meetings) and published in Post- och Inrikes tidningar. An announcement that notice had been given will be published in a domestic newspaper.

Articles of association

The English version of the articles of association is an unofficial translation of the Swedish original and in case of any discrepancies between the Swedish version and the English translation, the Swedish version shall prevail.

§ 1 FIRMA/ COMPANY NAME
Bolagets företagsnamn är Transcendent Group AB (publ).
The name of the company is Transcendent Group AB (publ).

§ 2 SÄTE/ HEADQUARTERS
Styrelsen skall ha sitt säte i Stockholms kommun.
The headquarters of the board of directors shall be in the municipality of Stockholm.

§ 3 VERKSAMHET/ BUSINESS ACTIVITIES
Föremålet för bolagets verksamhet är att, direkt eller indirekt via hel- eller delägda företag, bedriva konsultverksamhet gentemot myndigheter, företag och organisationer inom verksamhetsstyrning, riskhantering, riskkontroll samt regelefterlevnad, äga och förvalta aktier och fastigheter samt därmed förenlig verksamhet.
The business activities of the company shall be to, directly or indirectly, through wholly or partly owned companies, provide consultancy services to authorities, companies and organizations in the field of operations management, risk management, risk control and compliance, own and manage shares and real estate and to conduct activities related thereto.

§ 4 AKTIEKAPITAL/ SHARE CAPITAL
Aktiekapitalet skall vara lägst 500 000 kronor och högst 2 000 000 kronor.
The share capital shall be not less than SEK 500 000 and not more than SEK 2 000 000.

§ 5 ANTAL AKTIER/ NUMBER OF SHARES
Antalet aktier skall vara lägst 5 000 000 stycken och högst 20 000 000 stycken.
The number of shares shall be not less than 5 000 000 and not more than 20 000 000.

§ 6 STYRELSEN/ BOARD OF DIRECTORS
Styrelsen skall bestå av lägst 3 och högst 8 styrelseledamöter med högst 3 styrelsesuppleanter. Styrelseledamöterna och styrelsesuppleanterna väljs årligen på årsstämma för tiden intill slutet av nästa årsstämma.
The board of directors shall be made up of a minimum of 3 and a maximum of 8 board members with a maximum of 3 deputy board members. The board members and deputy board members are elected annually at the annual general meeting for the period until the end of the next annual general meeting.

§ 7 REVISORER/ AUDITORS
Bolaget ska ha 1-2 revisorer med högst 2 revisorssuppleanter eller ett registrerat revisionsbolag.
The company shall have 1-2 auditors and not more than 2 alternate auditors or a registered audit firm.

§ 8 KALLELSE/ NOTICE
Kallelse till bolagsstämma ska ske genom annonsering i Post- och Inrikes Tidningar och genom att kallelsen hålls tillgänglig på Bolagets webbplats. Samtidigt som kallelse sker ska Bolaget genom annonsering i Svenska Dagbladet upplysa om att kallelse har skett.
Notice to attend a general meeting shall take place through an announcement in the Official Swedish Gazette and by making the notice to attend available on the company’s website. Concurrently with issuance of notice to attend, the company shall announce, in Svenska Dagbladet that notice to attend has taken place.

Rätt att delta i stämman har sådana aktieägare som anmält sig hos bolaget senast den dag och tidpunkt som anges i kallelsen till stämman. Denna dag får inte vara söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton och inte infalla tidigare än femte vardagen före stämman.
The right to participate at general meetings shall vest in any shareholder who has notified the company thereof not later than the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

§ 9 ÄRENDEN PÅ ÅRSSTÄMMAN/ MATTERS FOR THE ANNUAL GENERAL MEETING
På årsstämman skall följande ärenden behandlas.
The following matters shall be addressed at the annual general meeting.

  1. Val av ordförande.
    Election of the chairman.
  2. Upprättande och godkännande av röstlängd.
    Preparation and approval of the voting register.
  3. Val av en eller två justeringsmän.
    Election of one or two persons to attest the minutes.
  4. Prövande av om stämman blivit behörigen sammankallad.
    Determination of whether the meeting was duly convened.
  5. Godkännande av dagordning.
    Approval of the agenda.
  6. Framläggande av årsredovisningen och revisionsberättelsen samt, i förekommande fall, koncenredovisningen och koncernrevisionsberättelsen.
    Presentation of the annual report, auditor’s report and, if applicable, the consolidated accounts and the auditor´s report on the group.
  7. Beslut om följande:
    Resolution regarding the following:
  • Fastställande av resultaträkningen och balansräkningen samt, i förekommande fall koncernresultaträkningen och koncernbalansräkningen;
    Adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
  • Dispositioner beträffande aktiebolagets vinst eller förlust enligt den fastställda balansräkningen;
    Allocation of the company’s profit or loss according to the adopted balance sheet;
  • Ansvarsfrihet åt styrelseledamöterna och verkställande direktören.
    Discharge from liability for board members and the managing director.
  • Fastställande av arvoden till styrelsen och till revisorerna.
    Determination of fees for the board of directors and the auditors.
  • Val till styrelsen och av revisorer.
    Election of the board of directors and auditors.
  • Annat ärende, som skall tas upp på stämman enligt aktiebolagslagen (2005:551) eller bolagsordningen.
    Any other matter to be addressed at the meeting according to the Swedish Companies Act (2005:551) or the articles of association.

§ 10 RÄKENSKAPSÅR/ FINANCIAL YEAR
Bolagets räkenskapsår skall vara 1 januari- 31 december.
The company’s financial year shall be January 1 – December 31.

§ 11 AVSTÄMNINGSFÖRBEHÅLL/ RECORD DAY
Bolagets aktier ska vara registrerade i ett avstämningsregister enligt lagen (1998:1479) värdepapperscentraler och kontoföring av finansiella instrument.
The company’s shares shall be registered in a CSD register (central securities depository) pursuant to the Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).

§ 12 FULLMAKTSINSAMLING, POSTRÖSTNING OCH UTOMSTÅENDES NÄRVARO VID BOLAGSSTÄMMA/ PROXY COLLECTION, POSTAL VOTING AND PRESENCE OF THIRD PARTIES AT GENERAL MEETING
Styrelsen får samla in fullmakter enligt det förfarande som anges i 7 kap. 4 § andra stycket aktiebolagslagen.
The board of directors may collect power of attorneys in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

Styrelsen får inför en bolagsstämma besluta att aktieägarna skall kunna utöva sin röst per post före bolagsstämman enligt det förfarande som anges i 7 kap. 4 a § aktiebolagslagen.
Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their vote by post before the general meeting in accordance with the procedure specified in Chapter 7, Section 4 a of the Swedish Companies Act.

Den som inte är aktieägare i bolaget ska ha rätt att på de villkor som styrelsen bestämmer närvara eller på annat sätt följa förhandlingarna vid bolagsstämma.
Anyone who is not a shareholder in the company shall have the right to attend or otherwise follow the negotiations at a general meeting on the terms determined by the board of directors.

Memorandum of association

Corporate Governance Reports

Nomination committee


Annual General Meeting 2020

The Annual General Meeting 2020 resolved to instruct the chairman of the Board of Directors to contact the four largest registered shareholders listed in the Transcendent Group’s share register kept by Euroclear Sweden as of the final bank day in August, each of which shall appoint a representative who is not a member of the Board of Directors of the Company, to constitute the Nomination Committee ahead of the Annual General Meeting 2021. For the full instruction, please see the notice to the Annual General Meeting 2020.

The Nomination Committee shall draw up proposals for presentation to and decision by the Annual General Meeting 2021 regarding:

  • proposal of chairman of the Annual General Meeting,
  • proposal of members of the Board of Directors,
  • proposal of chairman of the Board of Directors,
  • proposal of remuneration to each member of the Board of Directors,
  • proposal of compensation for eventual committee work,
  • proposal of auditors and remuneration to the auditors,
  • proposal of nomination procedure for the following year.


Text updated 2020-05-27

 

Annual General Meeting 2021

The Annual General Meeting 2020 (26 May, 2020) of Transcendent Group resolved to instruct the chairman of the Board of Directors to contact the four largest registered shareholders listed in the Transcendent Group’s share register kept by Euroclear Sweden as of the final bank day in August, each of which shall appoint a representative who is not a member of the Board of Directors of the Company, to constitute the Nomination Committee ahead of the Annual General Meeting 2021. The chairman of the Nomination Committee shall represent the largest shareholder, as regards votes. The chairman of the Board of Directors of Transcendent Group shall be present at the meetings of the Nomination Committee, but shall not be a member of the Nomination Committee.

The Nomination Committee shall draw up proposals for presentation to and decision by the Annual General Meeting 2021 regarding:

  • chairman of the Annual General Meeting
  • members of the Board of Directors
  • chairman of the Board of Directors
  • remuneration to each member of the Board of Directors
  • compensation for eventual committee work
  • nomination procedure for the following year
  • auditors and remuneration to the auditors

After discussions with the four largest shareholders the three largest shareholders have agreed that Marek Rydén, Susanne Lindqvist and Anna Nielanger shall make up the Nomination Committee. The fourth largest shareholder, Robur, has declined from appointing a representative. The fifth largest shareholder, Montaro AB, represented by Håkan Berg, chairman of the Board of Directors of Transcendent Group, has appointed Jan Larsson.

Shareholders are welcome to submit proposals to the Nomination Committee no later than 23 March, 2021 via e-mail to info@transcendentgroup.com or to the chairman of the Board of Directors of Transcendent Group, hakan.berg@transcendentgroup.com.

The proposals of the Nomination Committee will be presented in the invitation to the Annual General Meeting 2021 and at the website of Transcendent Group.

Text updated 2021-02-04

 

For further information, please contact:
Charlotte Elsnitz, CFO Transcendent Group
+ 46 738 22 80 40
charlotte.elsnitz@transcendentgroup.com