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|30 Mar 2017|
|Notice to attend The Annual General Meeting|
N.B. The below is an unofficial translation of the Swedish original, in case of any discrepancies between the Swedish original and the English translation the Swedish text shall prevail.The shareholders of Rezidor Hotel Group AB (publ) (the “Company”) are hereby summoned to the Annual General Meeting to be held on Friday, 28 April 2017 at 3 p.m. CEST at Radisson Blu Royal Viking Hotel, Vasagatan 1, Stockholm, Sweden. Registration for the Annual General Meeting will commence at 2 p.m. CEST. As a service to non-Swedish speaking shareholders, the Annual General Meeting will be simultaneously interpreted into English.
Entrance cards, which shall be presented at the entrance to the Annual General Meeting venue, will be sent out by Euroclear Sweden AB on or about Monday, 24 April 2017.
When notifying the Company, the shareholders shall state their name, personal identity number/registration number (for Swedish permanent residents or companies), address, telephone number, registered holding of shares and the number of any advisors (not more than two). Shareholders who are represented by a proxy should send the original written power of attorney, signed and dated by the shareholder, to the Company well in advance of the Annual General Meeting. The power of attorney must not be more than one year old, however, the power of attorney may be older if it is stated that it is valid for a longer term, maximum five years. If issued by a legal entity, the power of attorney must be accompanied by a certified registration certificate or other document attesting to the authority of the signatory. A form power of attorney is available at the Company’s website www.Rezidor.com.
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 name at Euroclear Sweden AB. Shareholders who wish to register their shares in this way must inform their nominees accordingly in sufficient time before Friday, 21 April 2017.
Any personal data from notices of participation, powers of attorney or the Company’s share register will be used for necessary registration and preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the Annual General Meeting.
B. Matters at the Annual General Meeting
B.1 Proposed Agenda
a) adoption of the profit and loss account, the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
B.2 Nominating Committee
B.3 Proposals for decision
Item 2 – Chairman of the meeting
Determination of the number of members of the Board of Directors to be elected by the meeting
Determination of the remuneration to the members of the Board of Directors and the auditor
The Nominating Committee’s proposal means that members of the Board of Directors employed by the Company or HNA shall not receive any remuneration for their board assignments.
The Nominating Committee’s proposal for remuneration to the auditor is that the Auditor shall be entitled to a fee corresponding to the amount invoiced and approved.
Election of the Board of Directors and Chairman of the Board of Directors
Mr. Staffan Bohman, Mr. Anders Moberg, Ms. Wendy Nelson, Ms. Trudy Rautio and Ms. Charlotte Strömberg have announced that they are not available for re-election. Mr. David P. Berg resigned from the Board of Directors on 27 January 2017.
For details about the proposed members of the Board of Directors, please see the Company’s website www.Rezidor.com.
The Nominating Committee proposes that Mr. Xin Di is elected as Chair of the Board of Directors.
Election of auditor
The Company shall have a Nominating Committee consisting of one member appointed by each of the three largest shareholders of the Company and the Chairman of the Board of Directors (however without voting rights) (i.e., in total four members). The names of the three owner representatives and the shareholders they represent shall be published by the Company as soon as the Nominating Committee has been appointed, however not later than six months before the Annual General Meeting. The largest known shareholders shall be contacted by the Chairman of the Board of Directors based on the Company’s share register provided by Euroclear Sweden AB as of 31 August 2017. 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 shall be given the opportunity to appoint a member.
The term of office for the Nominating Committee shall last until a new Nominating Committee is appointed. The Chairman of the Nominating Committee shall be the member who represents the largest shareholder of the Nominating Committee, unless the members unanimously agree on another chair. However, the Chairman of the Board of Directors may not be the Chairman of the Nominating Committee.
If a member leaves the Nominating Committee before its work is completed, then the shareholder that appointed the member shall have the right to appoint a new member to the Nominating Committee. The members of the Nominating Committee shall not receive any remuneration.
If a significant change occurs in the Company’s ownership structure and a shareholder (which after such significant ownership change becomes one of the three largest shareholders of the Company) expresses to the Chairman of the Nominating Committee the desire to appoint a member to the Nominating Committee, 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, the member appointed by such shareholder shall resign and be replaced by a new member appointed by a shareholder who as a result of such change in the Company’s ownership structure has become one of the three largest shareholders of the Company, or if such shareholder declines, then the next largest shareholder shall be given the opportunity to appoint a member. Changes in the composition of the Nominating Committee shall be immediately publicly announced.
The Nominating Committee’s task is to submit proposals to the Annual General Meeting for:
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 also perform the tasks required by the Swedish Code of Corporate Governance with respect to the Nominating Committee.
Shareholders may submit nomination proposals to the Nominating Committee; such proposals shall be sent to the attention of the Nominating Committee at the address found on the Company’s website, www.Rezidor.com. 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.
HNA Tourism Group Co, Ltd, via its wholly-owned subsidiary Carlson Hotels, Inc., proposes that the fifth paragraph of the above principles proposed by the Board of Directors shall be amended as follows:
Total number of shares and votes in the Company
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