NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
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
Thursday 23 April 2009, 10 am CET, at Radisson SAS Royal Viking Hotel, Vasagatan
1, Stockholm. Registration for the meeting will commence at 8.30 am CET.
A. Participation
Shareholders who wish to participate in the Annual General Meeting must be
recorded as shareholder in the register of shareholders maintained by Euroclear
Sweden AB (formerly VPC AB) (the Swedish Securities Register Centre) on 17 April
2009, and notify the Company of their intention to attend the Annual General
Meeting no later than on 17 April 2009, at 4 pm CET. 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 CET, by facsimile (marked Rezidor) +46 (0)8 -10 53 67, or by e-mail to
AGM@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 (formerly VPC
AB). Such registration must be effected by Euroclear Sweden AB (formerly VPC AB)
by 17 April 2009. This means that shareholders who need such registration must
well in advance of 17 April 2009 notify the nominee thereof.
Any personal record data from powers of attorney and the register of
shareholders maintained by Euroclear Sweden AB (formerly VPC 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. (i) Decision on a share based incentive programme for the Company's key
management.
(ii) Decision on adjustment of the conditions of the long term, performance
based incentive programme 2008.
18. Decision on authorisation for the Board of Directors to resolve on the
acquisition and transfer of the Company's own shares.
19. Decision concerning amendment of the Company's articles of association
regarding time for and mode of notices.
20. Other matters incumbent on the Annual General Meeting under the Companies
Act or the Company's articles.
21. 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 2008 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 23 April 2008, 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 nine;
that the total remuneration to be apportioned amongst the members of the Board
of Directors elected at the Annual General Meeting shall remain unchanged and
therefore amount to 388.000 Euro, of which 35.000 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 7.500 Euro to the chairman of the audit committee, and
5.000 Euro to the respective chairman of the compensation committee and finance
committee and 3.750 Euro for each member of the audit committee and 2.500 Euro
for each member of the compensation and finance committees. A Board member may
only receive remuneration for participation in one Board committee;
that the following persons are re-elected to the Board of Directors: Göte
Dahlin, Harald Einsmann, Urban Jansson, Hubert Joly, Ulla Litzén, Trudy Rautio,
Barry Wilson, Jay S. Witzel and Benny Zakrisson;
that Urban Jansson is re-elected as Chairman of the Board of Directors.
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 for a four-year period
until the end of the 2013 Annual General Meeting. Deloitte AB has informed that
if it is elected as auditor, the chartered accountant Mr. Thomas Strömberg will
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 members appointed by
each of the three largest shareholders (number of votes) and the Chairman of the
Board. 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 (formerly VPC AB) as of 31 August 2009. 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 web site. 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 web site.
Item 16 - Proposal for the principles for compensation to 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 summary that the
compensation shall be individual and based on international market terms and set
at a level required to recruit and retain management with appropriate competence
and capacity to meet the Company's financial and strategic objectives. With key
management means the Company's Executive Committee which includes 11 persons
including the President & Chief Executive Officer.
The compensation shall consist of a balanced mix of basic salary, variable
salary, pensions, a share-based incentive program for the key management and
conditions for termination and termination payments.
The variable salary shall be according to international market terms, shall
reward growth and earnings of the business and have a uniting effect for the
Group. There shall be a maximum limit for the annual variable salary which
varies between 150% to 200% of annual basic salary for the President & Chief
Executive Officer and 40% and 75% of annual basic salary for the other members
of the Executive Committee. Remuneration in the form of a long term share
related incentive programme is dealt with under item 17.
Issues regarding the terms of employment for the President & Chief Executive
Officer will be prepared by the Board of Director's 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 17 (i)-(ii) - Share based incentive programmes
17 (i) Proposal for resolutions regarding A) the implementation of a long-term,
performance-based incentive programme, B) authorisation on acquisitions and
transfers of own shares on a regulated market and C) transfers of acquired own
shares to participants in the incentive programme
Background and description
Long-term incentive programmes for the senior executives of the group have
previously been approved by shareholders at the 2007 and 2008 Annual General
Meetings. In view of the current general economic uncertainty, the Board of
Directors considers that, in relation to the programme approved by the Annual
General Meeting 2008, a partly revised and simplified long-term,
performance-based incentive programme should be proposed to the Annual General
Meeting 2009 and be implemented for the senior executives of the Group. The
purpose of the proposed programme is to ensure that remuneration within the
Group helps align executives with shareholders and that a suitable proportion of
remuneration is linked to Company performance. The Board also considers that the
proposed programme supports the retention of senior executives and reflects
market practice.
Participants in the programme will be given the opportunity, after a three-year
qualification period, to without consideration receive allotments of Company
shares (“Performance Shares”), subject to the achievement of certain financial
targets. The qualification period runs from the day the award under the
programme is granted until the day for allotment of Performance Shares. The
extent of each senior executive's participation in the programme shall be
limited to a certain calculated value of the right to receive allotment of the
Performance Shares in relation to the fixed base salary. Allotments of
Performance Shares are conditional upon certain financial targets, linked to
relative Total Shareholder Return (“TSR”) and development in Earnings per Share
(“EPS”), being achieved during a three-year performance period comprising the
financial years 2009 - 2011. Upon allotment of the relevant number of
Performance Shares the participants shall also be entitled, for each Performance
Share allotted, to receive a cash amount equivalent to any cash dividend
attributable to the Performance Share during the qualification period.
Incentive programmes in accordance with the principles set out above may be
implemented also in forthcoming years, provided that each relevant Annual
General Meeting resolves to that effect. For 2009 the Board of Directors
proposes that the Annual General Meeting resolves on the implementation of a
long-term, performance-based incentive programme with the main terms and
conditions set out below (“Performance Share Programme 2009”).
The Board of Director's main proposal for a resolution is described under items
A) - C) below
A) Main terms and conditions for Performance Share Programme 2009
Participation in the Performance Share Programme 2009 shall comprise no more
than 30 senior executives within the Group. The term of the Performance Share
Programme 2009 shall be approximately three years and the programme shall in
total comprise no more than 1,700,000 shares - of which no more than 1,350,000
shares may be transferred to participants in the programme as Performance Shares
and no more than 350,000 shares may be transferred on a regulated market to
cover social security costs and other costs related to the programme. The
maximum number of shares that may be allotted as Performance Shares under the
programme corresponds to approximately 0.90 per cent of the total number of
outstanding, registered shares in the Company. Including the number of shares
that may be sold on the market at the prevailing market price in order to cover
social security costs and other costs related to the programme, the total number
of shares corresponds to approximately 1.13 per cent of the total number of
outstanding, registered shares in the Company.
Participants are given the opportunity to, provided that the TSR and EPS targets
are achieved, receive without consideration allotments of Performance Shares
after the expiration of the three-year qualification period. Upon allotment of
the relevant number of Performance Shares the participants shall also be
entitled, for each Performance Share allotted, to receive a cash amount
equivalent to any cash dividend attributable to the Performance Share during the
qualification period.
The total value of the right to receive allotments of Performance Shares is
limited to 50 per cent of the 2009 base salary before taxes (“Base Salary”) for
the Chief Executive Officer and the Chief Financial Officer, to 35 per cent of
the Base Salary for the Chief Operating Officers, the Chief Development Officer
and the EVP of Brands (in total four individuals), to 25 per cent of the Base
Salary for other participants within the top management and to 15 per cent of
the Base Salary for the rest of the participants in the programme. The allotment
of Performance Shares shall be based on the participant's Base Salary in
relation to the average market value of the Company's share during a period of
five (5) trading days prior to the date of the award under Performance Share
Programme 2009.
The financial targets, and thus the allotment of Performance Shares, will during
a three-year performance period comprising the financial years 2009 - 2011 be
based 75 per cent on the Company's TSR, (of which 75 per cent will vest subject
to Rezidor's TSR percentage outperformance of a comparator group of 11 publicly
traded international hotel companies and 25 per cent will vest subject to
Rezidor's TSR percentage outperformance of the constituents of the OMXS 30
Index) and 25 per cent on the Company's EPS development. TSR is equal to the
overall return a shareholder would receive on his shareholding taking into
account both share price appreciation and dividends (if any). The Board of
Directors believes that linking the allotment of Performance Shares to both TSR
and EPS development ensures the programme's robustness, is motivational for
participants, and is in line with market practice.
The financial targets for allotments of Performance Shares under Performance
Share Programme 2009 include a minimum level which must be achieved in order for
any allotment to occur at all, as well as a maximum level in excess of which no
additional allotment will occur. Should lower financial targets than the maximum
level be achieved during the three-year performance period, a lower number of
Performance Shares will be allotted.
Allotments of Performance Shares, as well as payments of the cash amount
mentioned above, will take place in conjunction with the announcement of the
Company's quarterly report for the first quarter 2012. Recalculation of the
conditions for allotment of Performance Shares shall take place in the event of
an intervening bonus issue, split, preferential rights issue and/or other
similar events. Further, the programme contains a dilution limitation meaning
that the number of Performance Shares that may be transferred to participants in
the programme will be decreased proportionally should the market value of the
Company's share, during a period until the expiration of the above mentioned
period for establishing the market value of the Company's share, result in an
aggregate number of Performance Shares (including the number of shares necessary
to cover the social security costs and other cost related to the programme) that
exceeds 1,700,000 shares.
Upon termination of the employment within the Group during the three-year
qualification period the right to receive allotments of Performance Shares
normally lapses. In case the Chief Executive Officer retires during the
qualification period, the Chief Executive Officer's right to receive allotment
of Performance Shares will be proportionately reduced in relation to remaining
time of the qualification period. The Board of Directors shall under certain
circumstances be entitled to adjust or terminate Performance Share Programme
2009 in advance. In addition, the Board of Directors shall be entitled to make
such local adjustments of the programme that may be necessary to implement the
programme with reasonable administrative costs and efforts in the concerned
jurisdictions.
B) Authorisation on acquisitions and transfers of own shares on a regulated
market
The Board of Directors shall be authorised to, on one or several occasions,
until the Annual General Meeting 2010 at the latest, decide on acquisitions and
transfers of own shares. Acquisitions and transfers may only be effected on
NASDAQ OMX Stockholm and only to a price within the from time-to-time prevailing
range of prices (spread). No more than 1,350,000 shares may be acquired to
secure delivery of shares to participants in Performance Share Programme 2009.
No more than 350,000 shares may be acquired and transferred to cover social
security costs and other costs pertaining to the Performance Share Programme
2009 or any other previous performance share programme.
C) Transfer of acquired own shares (as Performance Shares) to participants in
Performance Share Programme 2009
No more than 1,350,000 shares may be transferred to participants in Performance
Share Programme 2009. Entitled to acquire shares without consideration shall be
such persons within the Group that are participants in Performance Share
Programme 2009. Further, subsidiaries shall be entitled to acquire shares
without consideration, in which case such company shall be obliged, pursuant to
the terms and conditions of Performance Share Programme 2009, to immediately
transfer shares to such persons within the Group that participate in Performance
Share Programme 2009. Transfers of shares shall be made without consideration at
the time and on such additional terms and conditions that participants in
Performance Share Programme 2009 are entitled to receive allotment of shares.
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 events.
The Board of Directors' proposal pursuant to items A) - C) above shall be
resolved on as one decision and requires that the resolution is supported by
shareholders representing no less than nine-tenths of both the votes cast and
the shares represented at the Annual General Meeting.
17 (ii) Adjustment of the conditions of the long-term, performance-based
incentive programme 2008
The Annual General Meeting 2008 resolved on the implementation of a long-term,
performance-based incentive programme for 2008 (“Performance Share Programme
2008”). The intention with this programme was that it, with some minor
adjustments, should reflect the main principles of the performance share
programme for 2007 resolved by the Annual General Meeting 2007. The same applies
to the proposed Performance Share Programme 2009. However, the regulation
regarding the participants' right to receive a cash amount for each allotted
Performance Share corresponding to the accrued cash dividends attributable to
the Performance Share during the qualification period was not included in
Performance Share Programme 2008. As a consequence hereof, the Board of
Directors proposes that the Annual General Meeting now resolves that such
regulation shall apply also in respect of Performance Share Programme 2008. The
above proposal does not lead to any additional cost effects for the Company
compared to the costs associated with and disclosed in the Board of Directors'
proposal for Performance Share Programme 2008.
As was the case for the resolution on Performance Share Programme 2008 the
general meeting's resolution above, shall be supported by shareholders
representing no less than nine-tenths of both the votes cast and the shares
represented at the Annual General Meeting.
Item 18 - 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 2010, 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 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 (including shares that, as the case may be, are acquired in accordance
with item 17) 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.
Item 19 - Decision concerning amendment to the Company's articles of association
regarding time for and mode of notices
The Board of Directors proposes that the first paragraph of § 9 of the Articles
of Association is amended as follows.
“Notices convening meetings of the shareholders shall be effected by public
announcement in the Swedish Official Journal (Post- och Inrikes Tidningar) and
on the company's website. That notice has been made shall be published in the
Swedish daily newspaper Svenska Dagbladet”.
The Board of Directors also proposes that the second sentence in the second
paragraph of § 9 of the Articles of Association is amended as follows:
“Notices for other extraordinary meetings of shareholders shall be effected no
earlier than six weeks and no later than three weeks before the meeting.”
The Board of Directors further proposes that the general meeting's resolution on
amendment of the Articles of Association under this item
19 shall be conditional upon an amendment of the time for and mode of convening
general meetings in the Swedish Companies Act (SFS 2005:551) entering into
force, which implies that the proposed wording of the first paragraph and the
second sentence in the second paragraph in § 9 above is consistent with the
Companies Act.
C. Other
The annual accounts and the auditors' report and the Board of Directors'
statement on the proposed dividend and complete proposals and statements
regarding the agenda items 16 - 19 will be kept available at the Company's
office at Rezidor Hotel Group AB (publ), Hemvärnsgatan 15, Box 6061, 171 06
SOLNA, from 25th of March 2009. 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 to shareholders that so request and state their address. At the time for
publication of the notice for the Annual General Meeting 2009 there are in total
150.002.040 shares and votes in the Company of which 3.694.500 shares and votes
are held by the Company.
Stockholm in March 2009
The Board of Directors of Rezidor Hotel Group AB (publ)
