Rezidor Hotel Group: NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
(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 24 April 2013, 3 pm CEST, at Stockholm Waterfront Congress Center,
Nils Ericsons plan 4 in Stockholm. Registration for the meeting will commence at
1.30 pm 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 18 April 2013, and notify the Company of their intention
to attend the Annual General Meeting no later than on 18 April 2013, at 4 pm
CEST. The notification shall be made in writing to Rezidor Hotel Group AB
(publ), Annual General Meeting, PO Box 7832, SE-103 98 STOCKHOLM, by telephone
+46 (0)8 - 402 90 65, Mondays to Fridays from 9 am to 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 18 April 2013. This means that shareholders
who need such registration must well in advance of 18 April 2013 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.
13. Election of the Board of Directors and Chairman of the Board of Directors.
14. Election of the Company's auditors and decision on remuneration of the
auditor.
15. Decision on the Nominating Committee for the next Annual General Meeting.
16. Decision on the principles for compensation of the Company's key
management.
17. Resolutions on:
a) the implementation of a share-based, long-term incentive program for 2013
("LTIP 2013"),
b) transfers of shares owned by the Company to participants in LTIP 2013, and
c) authorisation for the Board to resolve on transfers of shares owned by the
Company on a regulated market to cover certain costs related to LTIP 2013.
18. Decision on amendment of the Company's Articles of Association regarding
the period of the auditor's mandate.
19. Other matters incumbent on the Annual General Meeting under the Companies
Act or the Company's articles.
20. 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 2012 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 25 April 2012, 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 six,
that the total remuneration to be apportioned amongst the members of the
Board of Directors elected at the Annual General Meeting shall amount to
341.000 Euro, of which 36.000 Euro relates to Board committee work. Out of the
total remuneration 80.000 Euro shall be paid to the Chairman of the Board of
Directors, 65.000 Euro to the Vice Chairman and 40.000 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 chairman of the Compensation Committee and 6.500 Euro for each
member of the Audit Committee and 4.000 Euro for each member of the Compensation
Committee,
that the following persons are re-elected to the Board of Directors:
Staffan Bohman, Göte Dahlin, Anders Moberg, Wendy Nelson and Trudy Rautio,
that Douglas M. Anderson is elected to the Board of Directors, and
that Trudy Rautio is elected as Chairman of the Board of Directors.
Douglas M. Anderson (born 1954) is the President & CEO for Carlson Wagonlit
Travel since April 2008. He joined Carlson Wagonlit Travel in April 2007 as
Executive Vice President & Chief Financial Officer. From August 2005 to March
2007 he worked for Eastman Kodak S.A. as Finance Director of Digital & Film
Imaging Systems for the Europe, Middle East and Africa region.
For further details about proposed members of the Board of Directors please see
the Company's website www.Rezidor.com.
Provided that it is cost-neutral for the Company and after a written agreement
between the Company and a (Swedish) limited liability company which is wholly-
owned by a board member, the Company may approve that the board remuneration is
invoiced by the company wholly-owned by the board member. In such case, the
invoiced fee shall be increased with an amount corresponding to social security
payments pursuant to law and value added tax pursuant to law.
Item 14 - Proposal for election of the Company's auditors and decision on
remuneration of the auditors
The Nominating Committee proposes the re-election of the registered public
accounting firm Deloitte AB as the auditor of the Company and, subject to the
approval of the Annual General Meeting of the amendment of the Articles of
Association under item 18 of the agenda, for a three-year period until the end
of the 2016 Annual General Meeting. Deloitte AB has informed that if it is
elected as auditor, the chartered accountant Mr. Thomas Strömberg will continue
to be responsible for the audit. It is proposed that the auditor shall be
entitled to a fee corresponding to the amount invoiced and approved.
Item 15 - 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 . 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 known shareholders
will be contacted by the Chairman of the Board of Directors based on the
Company's index of registered shareholders provided by Euroclear Sweden AB as of
31 August 2013. 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
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,
and
· 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 16 - Proposal for the principles for compensation of the Company's key
management
The Board of Directors proposes the following principles of compensation and
other employment terms for the Company's key management (CEO and 7 members of
the Executive Committee) for 2013:
Total remuneration shall be competitive and in line with international market
practice as defined by a peer group of international companies, both in terms of
the level and the structure of the individual components of remuneration. The
individual components of total remuneration may consist of fixed annual base
remuneration, variable remuneration (annual and multi-year), pension
contributions and other benefits.
The fixed annual base remuneration is an appropriate portion of total
remuneration and is reviewed and may be adjusted annually in line with the
responsibilities, performance and level of remuneration of each executive.
Variable remuneration plans will consist of annual and multi-year plans and are
based on the principle of pay for performance. Annual variable remuneration
plans will be cash based and represent a potential to earn a percentage of the
fixed annual base remuneration, subject to meeting ambitious, but achievable
predefined financial, operational and personal performance objectives. Depending
on the level of performance achieved, annual variable remuneration can vary from
no variable payment up to 75% of base annual salary for Executive Committee
members and up to 150% for the CEO.
Multi-year variable remuneration plans may be share based, normally covering a
three-year period. Their design is intended to enhance company performance and
align key management and shareholder interests over the longer term.
Participants include the CEO, Executive Committee members and a limited number
of other key executives. The material terms of share based variable remuneration
plans shall be resolved by a General Meeting of Shareholders.
All future pension commitments will be in the form of defined contributions,
calculated on a percentage of the fixed annual base remuneration and will not be
calculated on any variable elements of remuneration.
Other benefits may consist of company car, housing, paid schooling for under age
children and travel allowances.
Termination notice periods will normally not exceed 12 months or 3 months per
five years of employment. Combined contractual notice periods and severance
payments, in the event of termination by the Company, will not exceed 24 months.
In case of dispute, the applicable law could lead to severance payments
exceeding the contracted amount and may exceed 24 months remuneration.
The Compensation Committee submits proposals to the Board of Directors regarding
compensation etc. of the CEO. The Compensation Committee approves, on proposal
from the CEO, compensation levels etc. for the other members of the Executive
Committee. Furthermore, the Compensation Committee prepares principles for
compensation of the Company's key management for decision by the Board of
Directors and proposal to the Annual General Meeting.
The Board of Directors proposes, subject to the approval of the Annual General
Meeting, to implement a share based variable remuneration plan for the three
year period 2013-2015, according to the details set out in item 17 of the agenda
for the Annual General Meeting. For a description of the outstanding share based
variable remuneration plans in the Company, reference is made to note 33 in the
2012 annual report.
The Board of Directors shall be authorized to deviate from these guidelines if
specific reasons for doing so exist in any individual case.
Item 17 a) - Implementation of a share-based, long-term incentive program for
2013
The Board of Directors proposes that the Annual General Meeting resolves to
implement a share-based, long-term incentive program for 2013 with the following
principal terms and conditions:
i. The program is proposed to include up to 35 executives of the Rezidor
Group, who are divided into 3 groups; the President and CEO (Group 1),
other members of the Executive Committee (Group 2), and other key
executives (Group 3). The program will in part comprise of matching
shares, and in part of performance shares. Participants in Groups 1 and
2 will be offered the opportunity to participate in the performance share
part and the matching share part of the program. Participants in Group 3
will only be offered to participate in the performance share part of the
program. Invitation to participate in the program shall normally be given
by the Company no later than on 31 May 2013.
ii. Participants in Groups 1 and 2 who accept the invitation to participate
in the program shall acquire Rezidor shares on NASDAQ OMX Stockholm,
and/or allocate shares already held to LTIP 2013 (Savings Shares).
Acquisitions and/or allocations shall normally be made no later than on
14 June 2013. The investment in and/or allocation of Savings Shares must
amount to not less than 5 percent, and not more than 10 percent of the
fixed annual gross base remuneration for 2013 for the participant in
Group 1, and not less than 2.5 percent, and not more than 5 percent for
each participant in Group 2, in each case converted into SEK. The maximum
number of Savings Shares that may be acquired and/or allocated by each
participant under LTIP 2013 shall be calculated by dividing an amount
corresponding to the maximum percentage of each participant's fixed
annual gross base remuneration, as set out above, by the market price of
the Rezidor share, and be rounded off, as set out in item vii) below.
iii. In order to qualify for matching shares, each participant in Groups 1 and
2 shall meet certain requirements, including that (i) Savings Shares are
held for at least three years after the participant has entered into the
program, and (ii) the participant remains employed, and has not given,
nor been given notice of termination until the expiration of such period.
Exemptions may be prescribed to these requirements in specific cases,
including a participant's death, disability, retirement or the
divestiture of the participant's employing company from the Rezidor
Group.
iv. Subject to the requirements in items ii) and iii) above, each participant
in Groups 1 and 2 shall be entitled to one (1) share in the Company (a
Matching Share) for each Savings Share held.
v. Subject to the requirements in items ii) and iii) above, and the
performance requirements in item ix) below, each participant in Groups 1
and 2 will also have the opportunity to be allotted additional shares
(Performance Shares).
vi. Each participant in Group 3 will be offered the opportunity to be
allotted Performance Shares, subject to the performance requirements in
item ix) below, and provided that the participant remains employed, and
has not given, nor been given, notice of termination before the
expiration of a three-year period, starting when the participant entered
into the program. Exemptions to the employment requirement may be
prescribed in specific cases, including a participant's death,
disability, retirement or the divestiture of the participant's employing
company from the Rezidor Group.
vii. The maximum number of Performance Shares that may be allotted to each
participant under LTIP 2013 shall be calculated by dividing an amount
corresponding to a certain percentage of each participant's fixed annual
gross base remuneration for 2013, by the market price of the Rezidor
share, and be rounded off to the immediately higher whole number of
shares. The relevant percentage of the fixed annual gross base
remuneration for 2013 shall be 150 percent for the participant in Group
1, between 35-75 percent for each participant in Group 2, and between
30-38 percent for each participant in Group 3, in each case converted
into SEK. The market price of the Rezidor share shall correspond to the
volume-weighted average price paid for the Rezidor share on NASDAQ OMX
Stockholm (in SEK), during a period of five consecutive trading days
immediately before the day the participants are invited to participate in
the program.
viii. The performance target under LTIP 2013 shall be based on the Rezidor
Group's cumulative earnings per share for the financial years 2013 to
2015.
ix. Allotment of Matching and Performance Shares will be determined by the
Board of Directors after the expiry of the three-year performance period
in 2016. In connection therewith the Board of Directors will publish the
performance target levels, and to what extent these levels have been
fulfilled. If the maximum performance level is reached or exceeded, the
allotment of Performance Shares will amount to (but not exceed) the
maximum number of Performance Shares that may be allotted subject to item
vii) above. If performance is below the maximum level but meets or
exceeds the minimum level, shares will be allocated to the participants
based on the level of fulfilment. Performance at the minimum level will
result in an allotment of 25% of the maximum number of Performance
Shares. No allotment of Performance Shares will be made if performance is
below the minimum level.
x. The total allotment of shares under LTIP 2013, including Matching and
Performance Shares (if any) and shares that may be transferred on a
regulated market to cover certain costs related to LTIP 2013, may not
exceed 1,463,209 shares, corresponding to approximately 1.0 per cent of
the total number of outstanding shares (meaning the total number of
issued shares in the Company reduced by the number of own shares held by
the Company) in the Company. If required, allotments of Performance
Shares shall be reduced on a pro rata basis to ensure that allotment does
not exceed this maximum number of shares.
xi. If all conditions for the allotment of Matching and Performance Shares,
respectively, under the program are met, allotment of Matching and
Performance Shares, respectively, will take place following the
publication of the interim financial report for the second quarter of
2016. Allotment will be free of charge except for participants' tax
liabilities.
xii. Certain deviations from or adjustments of the terms and conditions for
LTIP 2013 may be made pursuant to local rules and regulations as well as
applicable market practice or market conditions.
Hedging measures for LTIP 2013
The Board of Directors considers that using repurchased own shares provides the
most cost-efficient and flexible hedge for LTIP 2013.
Item 17 b) - Transfers of shares owned by the Company to participants in LTIP
2013
In order to secure delivery of shares to participants in LTIP 2013, the Board of
Directors proposes that the Annual General Meeting resolves on transfers of own
shares already held by the Company to participants in LTIP 2013, and to
subsidiaries of the Company, on the following terms and conditions.
i. No more than in total 1,219,341 shares may be transferred to participants
in LTIP 2013 as Matching and Performance Shares.
ii. These shares may be transferred to participants in LTIP 2013 subject to
the terms and conditions of LTIP 2013, and free of charge to subsidiaries
of the Company, being employing companies of participants in LTIP 2013,
provided that such subsidiaries immediately transfer these shares to the
participants.
iii. Transfers of shares shall be made free of charge, at the time and on such
additional terms and conditions that participants in LTIP 2013 become
entitled to be allotted shares, i.e. following publication of the interim
financial report for the second quarter of 2016.
iv. The number of shares that may be transferred is subject to recalculation
in the event of an intervening bonus issue, split, preferential rights
issue and/or other similar corporate events.
The reason for deviating from the shareholders' preferential rights is the
following:
The proposed transfers of own shares already held by the Company to participants
in LTIP 2013 is an integrated part of the implementation of LTIP 2013. The Board
of Directors considers it to be an advantage for the Company, and for the
shareholders, that the participants in LTIP 2013 be offered the opportunity to
become shareholders in the Company.
Item 17 c) - Authorization for the Board to resolve on transfers of shares
owned by the Company on a regulated market to cover certain costs related to
LTIP 2013
In order to cover social security contributions and other costs related to LTIP
2013, the Board of Directors proposes that it shall be authorized to resolve on
transfers of own shares already held by the Company on a regulated market on the
following terms and conditions,
i. The authorization may be exercised on one or several occasions, however
until the Annual General Meeting 2014 at the latest.
ii. No more than 243,868 shares already held by the Company may be transferred
to cover social security contributions and other costs related to LTIP
2013.
iii. Transfers may only be made on NASDAQ OMX Stockholm, at a price within the
from time-to-time prevailing range of prices (spread), meaning the
interval between the highest purchase price and the lowest sale price.
iv. The number of shares that may be transferred is subject to recalculation
in the event of an intervening bonus issue, split, preferential rights
issue and/or other similar corporate events.
Majority requirements
The Board of Directors' proposals under items 17 (a)-(c) above shall be resolved
on as one decision, and requires that the resolution being supported by
shareholders representing not less than nine-tenths of the votes cast as well as
the shares represented at the Annual General Meeting.
Item 18 - Proposal for amendment of the Company's Articles of Association
regarding the period of the auditor's mandate
The Board of Directors propose that the Annual General Meeting amend § 8 of the
Company's Articles of Association so that the mandate for Company's auditor
shall be reduced from four years to three years.
Majority requirements
The Board of Directors' proposal under item 18 of the agenda requires that the
resolution being supported by shareholders representing not less than two-thirds
of the votes cast as well as the shares represented at the Annual General
Meeting.
C. Other
The annual accounts and the auditors' report and complete proposals and
statements regarding the agenda items 16-18 will be kept available at the
Company's office at Rezidor Hotel Group AB (publ), Klarabergsviadukten 70 C7,
111 64 Stockholm, from 20(th) of March 2013. 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 2013 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 2013
The Board of Directors of Rezidor Hotel Group AB (publ)
Press release (PDF):
http://hugin.info/142138/R/1686016/552573.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(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
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