Notice of Annual General Meeting of Rezidor Hotel Group AB
(Thomson Reuters ONE) -
The shareholders of Rezidor Hotel Group AB (publ) (the "Company") are hereby
summoned to the Annual General Meeting of the shareholders to be held on
Wednesday 25 April 2012, 10 am CEST, at Radisson Blu Strand Hotel, Nybrokajen 9
in Stockholm. Registration for the meeting will commence at 8.30 am CEST.
A. Participation
Shareholders who wish to participate in the Annual General Meeting must be
recorded as shareholder in the print out of the register of shareholders made by
Euroclear Sweden AB on 19 April 2012, and notify the Company of their intention
to attend the Annual General Meeting no later than on 19 April 2012, at 4 pm
CEST. The notification shall be made in writing to Rezidor Hotel Group AB
(publ), Annual General Meeting, PO Box 7832, 103 98 STOCKHOLM, by telephone +46
(0)8 - 402 90 65, Mondays to Fridays 9 am - 4 pm CEST, or by e-mail to
AGM(at)Rezidor.com or via the Company's website www.Rezidor.com. When notifying the
Company the shareholders shall state their name, personal identity
number/registration number, address, telephone number and registered holding of
shares. Shareholders who are represented by a proxy should send the original
power of attorney, signed and dated by the shareholder, to the Company in
advance of the Annual General Meeting. Notification forms and form powers of
attorney are available at the Company's website www.Rezidor.com. Shareholders
wishing to bring one or two assistants should notify the Company thereof by the
same procedure as stated above for the shareholders participation in the Annual
General Meeting. Shareholders whose shares are registered in the name of a
nominee through the trust department of a bank or similar institution must, in
order to be entitled to participate in the Annual General Meeting, request that
their shares are temporarily re-registered in their own names in the register of
shareholders maintained by Euroclear Sweden AB. Such registration must be
effected by Euroclear Sweden AB by 19 April 2012. This means that shareholders
who need such registration must well in advance of 19 April 2012 notify the
nominee thereof.
Any personal record data from powers of attorney and the register of
shareholders maintained by Euroclear Sweden AB will be used for necessary
registration and preparation of the voting list for the Annual General Meeting.
B. Matters at the Annual General Meeting
B.1 Proposed Agenda
1. Opening of the meeting.
2. Election of the chairman of the meeting.
3. Election of one or two persons to certify the minutes.
4. Preparation and approval of the voting list.
5. Approval of the agenda.
6. Consideration of whether the meeting has been properly convened.
7. Presentation of the annual accounts and the auditors' report and the
consolidated accounts and the consolidated auditors' report.
8. The President & Chief Executive Officer's speech.
9. Report by the chairman of the Board of Directors on the work of the Board
of Directors, the compensation committee, the audit committee and the
finance committee and report on the work of the Nominating Committee.
10. Resolutions regarding:
a) adoption of the profit and loss account, the balance sheet and the
consolidated profit and loss account and the consolidated balance sheet,
b) allocation of the Company's result according to the approved balance
sheet, and
c) discharge from liability for the members of the Board of Directors and
the President & Chief Executive Officer.
11. Determining the number of members of the Board of Directors.
12. Decision on remuneration of the Board of Directors and of the auditor.
13. Election of the Board of Directors and Chairman of the Board of Directors.
14. Decision on the Nominating Committee for the next Annual General Meeting.
15. Decision on the principles for compensation of the Company's key
management.
16. Decision on authorisation for the Board of Directors to resolve on the
acquisition and transfer of the Company's own shares.
17. Other matters incumbent on the Annual General Meeting under the Companies
Act or the Company's articles.
18. Closing of the meeting.
B.2 Proposals for decision
Item 2 - Proposal for chairman of the meeting
As chairman of the Annual General Meeting the Nominating Committee proposes Dick
Lundqvist, attorney at law.
Item 10b) - Allocation of the Company's result
The Board of Directors proposes that no dividend be paid for the year 2011 and
that the distributable funds are brought forward.
Items 11-13 - Proposal for the election of the Board of Directors, remuneration,
etc.
The Nominating Committee, established in accordance with the nomination
procedure decided by the Annual General Meeting on 13 April 2011, which
represents the three largest shareholders, has stated, in relation to these
items on the agenda that it will make the following proposals for decision by
the shareholders:
that the number of members of the Board of Directors shall amount to eight;
that the total remuneration to be apportioned amongst the members of the Board
of Directors elected at the Annual General Meeting shall be unchanged and
thus amount to 367.000 Euro, of which 50.000 Euro relates to Board
committee work. Out of the total remuneration 65.000 Euro shall be paid
to the Chairman of the Board of Directors, and 36.000 Euro to each of the
other directors and in addition 9.000 Euro to the chairman of the audit
committee, and 6.000 Euro to the respective chairman of the compensation
committee and finance committee and 6.500 Euro for each member of the
audit committee and 4.000 Euro for each member of the compensation and
finance committees;
that the following persons are re-elected to the Board of Directors: Elizabeth
Bastoni, Staffan Bohman, Göte Dahlin, Hubert Joly, Anders Moberg, Wendy
Nelson, Trudy Rautio and Barry Wilson;
that Hubert Joly is re-elected as Chairman of the Board of Directors; and
that the auditors shall be entitled to a fee corresponding to the amount
invoiced and approved.
For further details about proposed members of the Board of Directors please see
the Company's website www.Rezidor.com.
It is noted that the registered public accounting firm Deloitte AB, which was
elected as auditor at the annual general meeting held in 2009, will remain as
auditor with Thomas Strömberg as the auditor in charge.
Item 14 - Proposal for appointment of the Nominating Committee
The Nominating Committee proposes the following with respect to the Company's
nomination procedure:
The Company must have a Nominating Committee consisting of one member appointed
by each of the three largest shareholders (number of votes). The names of the
three owner representatives and the shareholders they represent must be
published by the Company as soon as the Nominating Committee has been appointed
but no later than six months before the Annual General Meeting. The largest
shareholders will be contacted by the Chairman of the Board based on the
Company's index of registered shareholders provided by Euroclear Sweden AB as of
31 August 2012. If any of the three largest shareholders declines to exercise
its right to appoint a member to the Nominating Committee, then the next largest
shareholder must be given the opportunity to appoint a member.
The term of office for the Nominating Committee lasts until a new nominating
committee is appointed. The chair of the Nominating Committee must be the member
who represents the largest shareholder, unless the members unanimously agree on
another chair.
If a member leaves the Nominating Committee before his/her work is completed,
then the shareholder that appointed the member has the right to appoint a new
Nominating Committee member. The members of the Nominating Committee do not
receive remuneration.
If a significant change occurs in the Company's ownership structure and a
shareholder (which after this significant ownership change becomes one of the
three largest shareholders) expresses the desire to be a Nominating Committee
member, then the Nominating Committee shall offer the shareholder a place on the
Nominating Committee by replacing the representative of the smallest shareholder
(number of votes) on the Nominating Committee.
If any of the shareholders who appointed a representative to the Nominating
Committee sells a substantial part of its shares in the Company before the
Annual General Meeting, then the member appointed by such shareholder shall
resign and be replaced by a new member appointed by a shareholder who as a
result of the change in the Company's ownership structure has become one of the
three largest shareholders or if such shareholder declines then the next largest
shareholder is given the opportunity to appoint a member. Changes in composition
of the Nominating Committee must be immediately publicly announced.
The Nominating Committee's task is to submit proposals to the Annual General
Meeting for:
* Election of the Annual General Meeting chair
* Election of Board members and the Board chair
* Board remuneration with specifications for Board chair and other Board
members and possible remuneration for committee work
* An auditor (when required), deputy auditor (as needed), and auditors' fees
* Principles regarding appointment of members of the Nominating Committee
The Nominating Committee is entitled to engage and charge the Company for the
cost of recruitment consultants and other consultants that are necessary for the
Nominating Committee to fulfil its obligations. Besides its other obligations,
the Nominating Committee must perform the tasks required by the Swedish Code of
Corporate Governance for Nominating Committees.
Shareholders may submit nomination proposals to the Nominating Committee; such
proposals must be sent to the attention of the Nominating Committee at the
address found on the Company's website. The proposals of the Nominating
Committee shall be included in the notice that convenes the Annual General
Meeting. The proposals are also published on the Company's website.
Item 15 - Proposal for the principles for compensation of the Company's key
management
The Board of Directors' proposal for principles of compensation and other
employment terms of the Company's key management is, in essence that the
compensation shall be individual and based on international market conditions
and set at a level required to recruit and retain management with appropriate
competence, international experience and capacity to meet the Company's
financial and strategic objectives. Key management means the Company's Executive
Committee which includes nine persons including the President & Chief Executive
Officer.
The compensation shall consist of a balanced mix of base remuneration, variable
remuneration, pensions, share-based incentive component for the key management
and may include conditions for termination and termination payments.
The variable remuneration shall be according to international market terms,
shall inter alia reward profitability and achievement of personal performance
objectives. There shall be a maximum limit for the annual variable remuneration
which varies between 150% to 200% of annual base remuneration for the President
& Chief Executive Officer and 45% to 100% of annual base remuneration for the
other members of the Executive Committee. Issues regarding the terms of
employment for the President & Chief Executive Officer will be prepared by the
Board of Directors' compensation committee and will be resolved by the Board of
Directors. The President & Chief Executive Officer resolves upon the terms of
employment for the other Company key management after consent from the Board's
compensation committee. It is proposed that the Board of Directors shall be
authorised to deviate from the principles for compensation of the Company's key
management if certain circumstances are at hand in a specific case.
Item 16 - Authorisation for the Board of Directors to resolve on the acquisition
and transfer of the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors, at one or several occasions, however at the latest until the
Annual General Meeting 2013, to decide on acquisitions of the Company's own
shares and transfer of the Company's own shares. The purpose of the proposal is
to inter alia give the Board of Directors an increased capacity to act in
respect of organising the capital structure of the Company.
Acquisitions of the Company's own shares may take place on NASDAQ OMX Stockholm
and by offers to the shareholders. Acquisitions may be made so that the holding
of the Company's own shares does not exceed one tenth of all the shares in the
Company and transfers by not more than the number of shares held by the Company
at any given time.
Transfers of the Company's own shares may take place on NASDAQ OMX Stockholm or
in another manner than on NASDAQ OMX Stockholm. Transfers may be made by not
more than the number of shares held by the Company at any given time and shall
include the right to make decisions to deviate from the preferential right of
the shareholders. The Company's own shares may be transferred with or without
provisions regarding payment in kind or provisions regarding set off.
C. Other
The annual accounts and the auditors' report and complete proposals and
statements regarding the agenda items 15 - 16 will be kept available at the
Company's office at Rezidor Hotel Group AB (publ), Klarabergsviadukten 70 C7,
111 64 Stockholm, from 28(th) of March 2012. The Board of Directors' complete
proposals to resolutions will also be available at the Company's website:
www.Rezidor.com and will be presented at the Annual General Meeting. Copies of
the documents will be sent free of charge to shareholders that so request and
state their address. At the time for publication of the notice for the Annual
General Meeting 2012 there are in total 150.002.040 shares and votes in the
Company of which 3.681.138 shares and votes are held by the Company.
At the Annual General Meeting, a shareholder may require the Board of Directors
and the President & Chief Executive Officer to provide information on (1)
circumstances that may affect the assessment of an item on the agenda, (2)
circumstances that may affect the assessment of the Company's financial
position, (3) the Company's relationship to the other Group companies, (4) the
consolidated balance sheet, and (5) such circumstances regarding the Group
subsidiaries as specified in (1) and (2). The Board of Directors and the
President & Chief Executive Officer will only be obliged to comply with a
request for information if the Board of Directors determines that such
disclosure would not cause the Company significant harm.
Stockholm in March 2012
The Board of Directors of Rezidor Hotel Group AB (publ)
-------------------
Press release (PDF) :
http://hugin.info/142138/R/1596916/503252.pdf
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Rezidor Hotel Group via Thomson Reuters ONE
[HUG#1596916]
Unternehmensinformation / Kurzprofil:
Datum: 23.03.2012 - 19:01 Uhr
Sprache: Deutsch
News-ID 127996
Anzahl Zeichen: 17540
contact information:
Town:
Brussels
Kategorie:
Business News
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