RADISSON HOSPITALITY AB (PUBL): NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING


The shareholders of Radisson Hospitality AB (publ) (the "Company") are hereby invited to attend the Extraordinary General Meeting to be held on Monday, 10 December 2018 at 11.00 a.m. CET at Radisson Blu Waterfront Hotel, Nils Ericsons Plan 4 in Stockholm, Sweden. Registration for the Extraordinary General Meeting will commence at 10.00 a.m. CET. As a service to non-Swedish speaking shareholders, the Extraordinary General Meeting will be simultaneously interpreted into English and Chinese.

A.        Participation

Shareholders who wish to participate at the meeting must:

  1. be recorded in the Company's share register maintained by Euroclear Sweden AB on Tuesday, 4 December 2018; and
  2. notify the Company of their intention to participate at the meeting no later than on Tuesday, 4 December 2018, preferably before 4 p.m. CET. Such notification is to be made (a) in writing to Radisson Hospitality AB (publ), EGM, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, Sweden, (b) by telephone +46 (0)8-402 90 65, Mondays to Fridays from 9 a.m. to 4 p.m. CET or (c) via the Company's website www.radissonhospitalityab.com.

Entrance cards, which shall be presented at the entrance to the meeting venue, will be sent out by Euroclear Sweden AB on or about Wednesday, 5 December 2018.

When notifying the Company, the shareholders must state their name, personal identity number/registration number, address, telephone number, registered holding of shares and, where applicable, the number of 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 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 certificate of registration or other document attesting to the authority of the signatory. A form power of attorney is available at the Company's website www.radissonhospitalityab.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 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 Tuesday, 4 December 2018.

B.        Matters at the Extraordinary 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. Decision of whether the meeting has been properly convened.
  7. Determination of the number of members of the Board of Directors to be elected by the general meeting.
  8. Determination of the remuneration of the members of the Board of Directors.
  9. Election of the members of the Board of Directors and the Chairman of the Board of Directors.
  10. Closing of the meeting.

B.2      Proposals for decision

Item 2 - Chairman of the meeting
The Board of Directors proposes that Fredrik Palm, member of the Swedish Bar Association, is elected Chairman of the meeting.

Items 7-9 - Board of Directors and remuneration

Following completion of a previously announced transaction of shares in the Company by a consortium led by Jin Jiang International Holdings Co., Ltd., including SINO-CEE Fund, through its joint acquisition vehicle Aplite Holdings AB (the "Consortium"), the Consortium holds 50.21 percent of the shares and votes in the Company[1]. The Consortium has requested that the Board of Directors summons the meeting.

The Board of Directors has been notified that the Consortium proposes the following:

Determination of the number of members of the Board of Directors to be elected by the general meeting
The Consortium proposes that the members of the Board of Directors, elected by the Company's general Meeting, shall be seven (7) without deputy members, for the period until the end of the next Annual General Meeting.

Determination of the remuneration to the members of the Board of Directors
The Consortium proposes remuneration, calculated on an annual basis, to the members of the Board of Directors elected by the Company's General Meeting as follows:

  • EUR 42,000 to each of the members of the Board of Directors not employed by the Company or a member of the Consortium;
  • EUR 9,500 to the Chairman of the Audit Committee not employed by the Company or a member of the Consortium;
  • EUR 6,900 to the other members of the Audit Committee not employed by the Company or a member of the Consortium;
  • EUR 6,300 to the Chairman of the Compensation Committee not employed by the Company or a member of the Consortium; and
  • EUR 4,200 to the other members of the Compensation Committee not employed by the Company or a member of the Consortium.

Election of the Board of Directors and Chairman of the Board of Directors
The Consortium proposes that Xin Di, Liu Daoqi and Song Xiang are dismissed from their respective position as members of the Board of Directors and that Ma Mingju, Jin Chen and Zhu Qian are elected as new members of the Board of Directors for the period until the end of the next Annual General Meeting.

The Consortium proposes that Ma Mingju is elected as Chairman of the Board of Directors.

The Consortium's proposal hence means that the Board of Directors, until the end of the next Annual General Meeting, will consist of the members Ma Mingju (Chairman), Jin Chen, Lo Kin Ching, Wolfgang M. Neumann, Andreas Schmid, Thomas Staehelin and Zhu Qian. In addition thereto, Göran Larsson and Ulf Petersson are appointed as employee representatives by the trade union Hotell och Restaurangfacket.

It is noted that the proposed composition of the Board of Directors requires an exemption from the residency requirements from the Swedish Companies Registration Office.

For details about the proposed members of the Board of Directors, please see the Company's website www.radissonhospitalityab.com.

C.        Other

Total number of shares and votes in the Company
At the time for publication of this notice there are in total 174,388,857 shares and votes in the Company, of which 2,532,556 shares and votes are held by the Company.

Shareholders' right to request information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or the Company's relation to other companies within the group.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear's website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *

Stockholm in November 2018

Radisson Hospitality AB (publ)

The Board of Directors



[1] Based on 174,388,857 outstanding shares in the Company (including 2,532,556 shares held in treasury by the Company).


Attachments

Press release (PDF)