Company Announcement 6/2018
Copenhagen, 27 March 2018
NOTICE CONVENING THE ANNUAL GENERAL MEETING OF SCANDINAVIAN TOBACCO GROUP A/S
In accordance with Article 7 of the Articles of Association, notice is hereby given of the annual general meeting of Scandinavian Tobacco Group A/S (the "Company") to be held on
Thursday, 26 April 2018 at 4.30 p.m.
at Axelborg, Vesterbrogade 4A, DK-1620 Copenhagen V
Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda of the meeting is as follows:
- Report of the Board of Directors on the Company's activities during the past financial year
- Appropriation of profit or loss as recorded in the adopted annual report
The Board of Directors proposes to the general meeting that the Company pays for the financial year 2017 a dividend of DKK 5.75 per share of DKK 1.
- Adoption of the remuneration of the Board of Directors and any Board committees
The Board of Directors proposes that the remuneration of the Board of Directors for the financial year 2018 (as in 2017) be as follows:
- Ordinary members of the Board of Directors shall be paid a base annual fee of DKK 400,000
- The chairman shall receive three times the base annual fee
- The vice-chairman shall receive 1.75 times the base annual fee
- The chairman of the Audit Committee shall receive a fee corresponding to 75 percent of the base annual fee
- Other members of the Audit Committee shall receive a fee corresponding to 37.5 percent of the base annual fee
- The chairman of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 25 percent of the base annual fee
- The members of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 12.5 percent of the base annual fee
The fees for the chairmen and members of the committees are in addition to their fee as chairman, vice-chairman or member of the Board of Directors.
- Election of members to the Board of Directors
Pursuant to Article 11.1 of the Articles of Association, all members of the Board of Directors elected by the general meeting are elected for one year at a time. The Board of Directors has received notice that Henning Kruse Petersen wishes to resign from the Board of Directors.
The Board of Directors proposes re-election of the following Board members:
Nigel Northridge (Chairman), Henrik Brandt (Vice-chairman), Søren Bjerre-Nielsen, Dianne Neal Blixt and Luc Missorten. The Board of Directors proposes election of Anders Obel as new member of the Board of Directors.
Information about the nominated candidates is enclosed to this notice and is also available at the company's website (www.st-group.com).
- Election of auditor(s)
Pursuant to Article 16.1 of the Articles of Association, the auditor elected by the general meeting is up for election. The Board of Directors proposes to re-elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab in accordance with the Audit Committee's recommendation. The Audit Committee has not been influenced by any third party and no clause of a contract entered into with a third party has been imposed upon it, which restricts the general meeting's choice of certain auditors or audit firms.
- Any proposals by the Board of Directors and/or shareholders
The Board of Directors has not received any proposals from the shareholders.
VOTING REQUIREMENTS
Adoption by the general meeting of proposals set out in items 2, 3, 4, 5 and 6 on the agenda requires a simple majority at the general meeting, see Article 10.2 of the Articles of Association.
registration, admission and PROXY
Registration date
In accordance with Article 9.4 of the Articles of Association, a shareholder's right to participate in the general meeting and the number of votes, which the shareholder is entitled to cast, is determined in accordance with the number of shares held by such shareholder on 19 April 2018 at 11.59 pm (the registration date). The shares held by each shareholder are determined at the registration date on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholding received, but not yet registered, by the Company in the share register as of the registration date.
Deadline for notice of attendance
A shareholder or its proxy wishing to attend the general meeting must give notice thereof and order admission cards on the Investor Portal at the Company's website, www.st-group.com, or by printing the admission card order form found on the website and submitting it to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk no later than 23 April 2018 11.59 pm.
Admission card
Admission cards will be issued electronically only. Thus, admission cards will not be distributed by ordinary mail. Please register the email address, to which the electronic admission card should be sent, on the Investor Portal at the Company's website, www.st-group.com, when you request the admission card.
Shareholders who have ordered admission cards for the general meeting have the following options:
- print the admission card and bring it to the general meeting, or
- bring the admission card on a smartphone or tablet, or
- collect the admission card at the general meeting upon presentation of proper ID.
Proxy and postal votes
If you are prevented from attending the general meeting, you may appoint a proxy to cast the votes carried by your shares. The proxy can be submitted directly via the Investor Portal on the Company's website www.st-group.com, or by printing the proxy form at the website and submitting it, duly signed and dated, to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk. The proxy must be submitted so that it is received no later than 23 April 2018 at 11.59 pm.
Shareholders may also vote by post directly on the Investor Portal on the Company's website, www.st-group.com, no later than 25 April 2018 at 11.59 pm. Alternatively, shareholders can submit the printed, signed and dated postal vote form found at the website to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk. Vote by post must be received by Computershare A/S no later than 25 April 2018 at 11.59 pm. Once a vote by post has been received, the vote cannot be revoked by the shareholder.
Language
In accordance with Article 9.7 of the Articles of Association the general meeting will be conducted in English. Shareholders may choose to speak in Danish or English.
share capital and voting rights
The Company's share capital is DKK 100,000,000, divided into 100,000,000 shares of DKK 1 each. Article 9.1 of the Articles of Association stipulates that each share of nominally DKK 1 shall carry one vote at the general meeting.
agenda etc.
The complete, unabridged text of the documents to be submitted to the general meeting, including the audited annual report, as well as the agenda with the full text of all proposals to be submitted to the general meeting, the total number of shares and voting rights as at the date of the notice and the forms to be used for voting by proxy and by post are available at the Company's website, www.st-group.com.
RIGHT TO INQUIRE
Article 9.6 of the Articles of Associations afford to the shareholders the right to ask questions in writing to the Company's management about matters of significance to the assessment of the annual report and the general position of the Company or the assessment of any matter to be resolved at the general meeting. At the general meeting, the management will, subject to applicable law and regulation, answer such questions provided they are received prior to 23 April 2018 at 11.59 pm.
Scandinavian Tobacco Group A/S
The Board of Directors
For further information, please contact:
For investor enquiries:
Torben Sand, Head of Investor Relations
phone: +45 7220 7126 or torben.sand@st-group.com
For media enquiries:
Simon Mehl Augustesen, Director of Group Communications
phone: +45 5084 7211 or simon.augustesen@st-group.com
CANDIDATES FOR THE BOARD OF DIRECTORS
Nigel Northridge (Chairman)
Independent
Born in 1956
Nationality: Irish
Joined the board in 2016 and was elected Vice-Chairman in 2016 and Chairman in 2017. Chairman of the Remuneration Committee and the Nomination Committee.
Competencies:
- Long professional experience as an executive director in the international tobacco industry
- Experience as executive and non-executive director in managing publicly listed companies
- Sales and marketing of fast-moving consumer goods
Selected former employment positions:
- CEO of Gallaher Group PLC 2000-2007
- Held a number of sales, marketing and then general management positions within the group of Gallaher Tobacco Ltd. (subsequently Gallaher Group PLC) in the UK and overseas, before being appointed to the board of directors in 1993, a position held 1993-2000
Educational background:
- HND in Business Studies from Northern Ireland Polytechnic, Sullivan Upper School, Belfast
Directorships and other offices:
- Hogg Robinson Group PLC (Chairman)
- Inchcape PLC. (Senior Independent Director)
- Belfast City Airport (Non-Executive Chairman)
Henrik Brandt
Independent
Born in 1955
Nationality: Danish
Joined the board in 2017 and was elected Vice-chairman in 2017. Member of Remuneration Committee and Nomination Committee.
Competencies:
- Extensive experience in leading international, publicly listed and private equity businesses
- Sales and marketing of fast-moving consumer goods
- Strategic business development
Selected former positions:
- President and CEO Royal Unibrew A/S 2008-2017
- President and CEO of Unomedical a/s 2003-2008
- President and CEO of Sophus Berendsen Group 1999-2002
- CEO of House of Prince A/S and Group Executive of Skandinavisk Tobakskompagni A/S 1992-1999
- President and CEO of Fritz Hansen A/S 1989-1992
- President and CEO of Kevi A/S 1987-1989
Educational background:
- Master of Business Administration - MBA, Business Administration and Management, General, Stanford University, Graduate School of Business
- Master of Science (Econ), Copenhagen Business School
Directorships and other offices:
- Toms Gruppen A/S (Chairman)
- Rockwool International A/S (Chairman)
- nemlig.com A/S (Chairman)
- Intervare A/S (Chairman)
- Cidron Hold-Co Aps (Chairman)
- Uno Equity ApS (Chairman)
- Artisan Bake Invest ApS (Chairman)
- Sour Dough Equity ApS (Chairman)
- Fritz Hansen A/S (Chairman)
- Ferd Holding (member of the Board)
- Gerda & Victor B. Strands Fond (member of the Board)
- Gerda & Victor B. Strand Holding A/S (member of the Board)
Søren Bjerre-Nielsen
Independent
Born in 1952
Nationality: Danish
Joined the board in 2016. Chairman of the Audit Committee, member of the Remuneration Committee and Nomination Committee
Competencies:
- Long professional experience in general and international management, including of listed companies
- Expertise in economic and financial management
- Risk management
- Strategic business development
Selected former positions:
- Executive Officer and Chief Financial Officer of Danisco A/S (now Dupont Nutrition Biosciences ApS) 1995-2011
- Managing Director at Deloitte 1986-1995
- Partner at Deloitte State-Authorised Public Accountants 1981-1995
Educational background:
- State-Authorised Public Accountant
- Master's degree in Economics and Business Administration from Copenhagen Business School
Directorships and other offices:
- Danmarks Nationalbank (Chairman)
- MT Højgaard A/S (Chairman)
- Højgaard Holding A/S (Chairman)
- Højgaard Industri A/S (Chairman)
- VKR Holding A/S (Chairman)
- VELUX A/S (Chairman)
Dianne Neal Blixt
Independent
Born in 1959
Nationality: American
Joined the board in 2016. Member of the Audit Committee
Competencies:
- Significant experience in business analysis
- Financial management and reporting expertise
- Considerable insight into the US tobacco industry
Selected former positions:
- Various positions in Reynolds American and its subsidiaries 1988-2003
- Executive Vice President and Chief Financial Officer of R. J. Reynolds Tobacco Holdings, Inc. 2003-2004
- Executive Vice President and Chief Financial Officer of Reynolds American, Inc. 2004-2007
- Member of the board of directors of Lorillard, Inc. 2011-2015
Educational background:
- Master's degree in Business Administration and Finance from University of North Carolina at Greensboro
Directorships and other offices:
- Ameriprise Financial Services, Inc. (member of the Board)
- Reynolda House Museum of American Art (member of the Board)
Luc Missorten
Independent
Born in 1955
Nationality: Belgian
Joined the board in 2016. Member of the Audit Committee
Competencies:
- Executive and non-executive general management experience
- Substantial experience in financial management of international corporations
Selected former positions:
- CEO of Corelio NV 2007-2014
- Group CFO and Executive Vice President for Finance at UCB S.A. 2004-2007
- Executive Vice President and CFO at Inbev S.A. (now ABI) 1995-2003
Educational background:
- Law degree from the Catholic University of Leuven
- Certificate of Advanced European Studies from the College of Europe, Bruges
- Master of Laws from the University of California, Berkeley
Directorships and other offices:
- Ontex Group NV (Chairman)
- Barco NV (member of the Board)
- Recitel NV/SA (member of the Board)
- GIMV NV/SA (member of the Board)
- Corelio NV (member of the Board)
- Mateco sarl (member of the Board)
Anders Obel
Independent
Born in 1960
Nationality: Danish
Compentencies:
- Extensive experience in management of industrial and investment companies
- Strategic business development
- Economic and financial expertise
Selected former positions:
- Various positions, including Manager, at Hambros Bank Plc. 1985-1996
- Vice President at Gemini Consulting/Cap Gemini 1996-2002
- Member of the Board of Directors of Scandinavian Tobacco Group A/S 2010-2016
- Member of the Board of Directors of Forenet Kredit f.m.b.a., Nykredit Holding A/S and Nykredit Real-
kredit 2009-2017
Educational background:
- BSc in Economics and Business Administration from Copenhagen Business School
Directorships and other offices:
- C.W. Obel A/S (CEO)
- C.W. Obel Bolig A/S (Chairman)
- C.W. Obel Ejendomme A/S (Chairman)
- Danfoss Semco A/S (Vice Chairman)
- Semco Maritime A/S (Chairman)
- Semco Maritime Holding A/S (Chairman)
- Goodvalley A/S (Chairman)
- Obel-LFI Ejendomme A/S (Chairman)
- Skandinavisk Holding A/S (member of the Board)
- Fritz Hansen A/S (Vice Chairman)
- DMP Partners A/S (member of the Board)
- Erhvervsinvest Management A/S (member of the Board)
- Minkpapir A/S (member of the Board)
- PAL-CUT A/S (member of the Board)
- Safe Load A/S (member of the Board)
- Polen Invest A/S (alternate member of the Board)
- Haxholm v/ Anders Christen Obel
- Anders Christen Obel ApS (Chairman)
- C.W. Obels Fond (member of the Board)
- Danmark-Amerika Fondet (member of the Board)
- Fonden Det Obelske Jubilæumskollegium (member of the Board)
- Mullerupgaard- og Gl. Estrupfonden (member of the Board)
- Høvdingsgaard Fonden (member of the Board)
- Skjørringefonden (member of the Board)
- Woodmancott Fonden (member of the Board)
