Rezidor Hotel Group AB (publ)
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 Friday
16 April 2010, 10 am CET, at Radisson Blu 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 (the Swedish Securities Register Centre) on 10 April 2010, and notify
the Company of their intention to attend the Annual General Meeting no later
than on 12 April 2010, at 4 pm CET. The record date being a Saturday, the
shareholder must be recorded in the register of shareholders no later than on
9 April 2010. 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
<mailto:AGM@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
<http://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. The record date being a Saturday, such registration must be effected
by Euroclear Sweden AB by 9 April 2010. This means that shareholders who need
such registration must well in advance of 9 April 2010 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.1Proposed 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 a share based incentive programme for the Company's key
management.
17. Decision on authorisation for the Board of Directors to resolve on the
acquisition and transfer of the Company's own shares.
18. Decision concerning amendment of the Company's articles of association
regarding time for and mode of notices.
19. Other matters incumbent on the Annual General Meeting under the Companies
Act or the Company's articles.
20. Closing of the meeting.
B.2Proposals 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 2009 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 2009, which
represents the three largest shareholders and the Chairman of the Board of
Directors, 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 seven;
that the total remuneration to be apportioned amongst the members of the
Board of Directors elected at the Annual General Meeting shall amount to
341.500 Euro, of which 60.500 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: Göte
Dahlin, Urban Jansson, Hubert Joly, Trudy Rautio, Barry Wilson and Benny
Zakrisson;
that Wendy Nelson is elected to the Board of Directors;
that Urban Jansson 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.
Wendy Nelson (born 1968) is the Executive Vice President Radisson Brand Strategy
of Carlson Hotels Worldwide since 1 January 2009. She previously served as
Executive Vice President & Managing Director for Carlson Hotels Real Estate
Company from 2006 to 2008. From 2003 to 2006 she worked as Vice President Real
Estate for Carlson Restaurants Worldwide.
For further details about Wendy Nelson please see the Company's
websitewww.Rezidor.com <http://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 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 as of 31 August 2010. 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 itsobligations. 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 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. Key
management means the Company's Executive Committee which includes seven 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 45% 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 16.
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 16- Share based incentive programmes
Proposal for resolutions regarding A) the implementation of a long-term,
performance-based incentive programme and B) transfers of own shares to
participants in incentive programmes
Background and description
Long-term incentive programmes for the senior executives of the Rezidor Group
have previously been approved by shareholders at each of the Annual General
Meetings 2009, 2008 and 2007. The Board of Directors considers that, in relation
to the programme approved by the Annual General Meeting 2009, a partly modified
long-term, performance-based incentive programme should be proposed to the
Annual General Meeting 2010 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 shares in
the Company ("Performance Shares"), subject to the achievement of certain
financial targets. The qualification period runs from the day awards under the
programme are 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 Earnings per Share ("EPS"), being
achieved at the expiration of a three-year performance period comprising the
financial years 2010 - 2012. 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 2010 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 2010").
The Board of Director's main proposal for a resolution is described under items
A) - B) below
A) Main terms and conditions for Performance Share Programme 2010
Participation in the Performance Share Programme 2010 shall comprise no more
than 30 senior executives within the Group. The term of the Performance Share
Programme 2010 shall be approximately three years and the programme shall in
total comprise no more than 1,490,000 shares - of which no more than 1,210,000
shares may be transferred to participants in the programme as Performance Shares
and no more than 280,000 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
Performance Share Programme 2010 corresponds to approximately 0.81 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 0.99 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 100 per cent of the 2010 base salary before taxes ("Base Salary") for
the Chief Executive Officer and the Chief Financial Officer, to 60 per cent of
the Base Salary for the Chief Operating Officer and the Chief Development
Officer, to 45 per cent of the Base Salary for other participants within the top
management and to 30 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 awards under Performance Share Programme 2010.
The financial targets, and thus the allotment of Performance Shares, will during
a three-year performance period comprising the financial years 2010 - 2012 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 cumulative EPS. 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 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 2010 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 2013. 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 1,490,000 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
2010 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) Transfers of own shares to participants in incentive programmes
The Board of Directors has, based on repurchase authorisations from the Annual
General Meetings of 2007 and 2008, in total acquired 3,694,500 own shares on
NASDAQ OMX Stockholm, corresponding to approximately 2.46 per cent of the total
number of outstanding, registered shares in the Company.In total 1,089,207
shares have been repurchased to secure the obligations of the Company under
Performance Share Programmes 2007 and 2008. The remaining 2,605,293 shares have
been repurchased to ensure a more efficient capital structure.
The Board of Directors is of the opinion that presently there is no reason to
hold the 2,605,293 shares for "capital structure reasons", but instead proposes
that these shares, and the in total 299,830 shares that are no longer needed to
secure the obligations of the Company under Performance Share Programme 2007,
may be transferred under Performance Share Programmes 2009 and 2010.
With reference to the description above, the Board of Directors proposes that no
more than in total 2,341,108 shares may be transferred to participants in
Performance Share Programmes 2009 and 2010 as Performance Shares, whereof no
more than 1,131,108 shares for the purpose of Performance Share Programme 2009
and no more than 1,210,000 shares for the purpose of Performance Share Programme
2010. Entitled to acquire shares without consideration shall be such persons
within the Group that are participants in Performance Share Programme 2009 and
2010, respectively. 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 and 2010,
respectively, to immediately transfer these shares to such persons within the
Group participating in Performance Share Programme 2009 and 2010, respectively.
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 and 2010, respectively, 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) - B) 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.
Item 17 - 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 2011, 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 (including shares that, as the case may be, are included in item 16) 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 18 - 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) andon
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 18 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 complete proposals and
statements regarding the agenda items 15 - 18 will be kept available at the
Company's office at Rezidor Hotel Group AB (publ), Hemvärnsgatan 15, Box
6061, 171 06 SOLNA, from 15th of March 2010. The Board of Directors' complete
proposals to resolutions will also be available at the Company's
website:www.Rezidor.com <http://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 2010
The Board of Directors of Rezidor Hotel Group AB (publ)
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[HUG#1393030]
