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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.
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;
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
CFO Transcendent Group AB
charlotte.elsnitz@transcendentgroup.com
+46 73 82 280 40
Avanza Bank AB
08 – 562 250 00
ca@avanza.se
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.
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
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
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
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
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
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.
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: –
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
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.
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
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.
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
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.
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.
§ 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.
Nomination committee appointed ahead of the Annual General Meeting 2022
The Annual General Meeting 2021 (25 May, 2021) 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 31 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 2022. 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 2022 regarding:
After discussions with the four largest shareholders the following representation has been decided by each shareholder
Shareholders are welcome to submit proposals to the Nomination Committee no later than 1 March, 2022 via e-mail to valberedning@transcendentgroup.com or to the chairman of the Nomination Committee, Marek Rydén, at marek_ryden@hotmail.com. The proposals of the Nomination Committee will be presented in the invitation to the Annual General Meeting 2022 and at the website of Transcendent Group.
For further information, please contact:
Charlotte Elsnitz, CFO Transcendent Group
+ 46 738 22 80 40
charlotte.elsnitz@transcendentgroup.com