Decisions are taken at the Annual General Meeting (AGM) on a number of issues, including adoption of the income statement and balance sheet, disposition of the company’s profit or loss, discharge of the members of the Board and the CEO from liability to the company, composition of the nomination committee, election of members of the Board (including the Chairman of the Board) and auditors, remuneration to the members of the Board of Directors and auditor and guidelines for remuneration to the CEO and other senior management.
The AGM shall be held in Stockholm every calendar year before the end of June. In addition to the AGM, additional meetings may be held when needed. Notices convening the AGM and those extraordinary general meetings at which amendments to the articles of association are to be adressed must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notices convening other extraordinary general meetings must, once the Shares are listed, be issued no earlier than six weeks and no later than three weeks prior to the meeting. Notice must be given through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website www.scandichotelsgroup.com. Simultaneously therewith, the fact that notice has been issued must be announced in Svenska Dagbladet. Once the Shares are listed, a press release in Swedish and English with the notice in its entirety will also be announced ahead of each general meeting.
Right to attend general meetings
Shareholders who are directly recorded in the share register maintained by Euroclear Sweden five weekdays (Saturday included) prior to the general meeting and who have notified the company of their intention to participate in the general meeting not later than the date indicated in the notice of the general meeting, are entitled to attend the general meeting and vote for the number of Shares they hold.
Shareholders whose Shares are nominee registered through a bank or other nominee must request that their Shares are temporarily registered in their own names in the register of shareholders maintained by Euroclear Sweden, in order to be entitled to participate in the general meeting. Shareholders should inform their nominees well in advance of the record date.
Shareholders may attend the general meeting in person or by proxy, and may be accompanied by a maximum of two assistants.
Shareholders who wish to have an issue brought before the AGM must submit a request in writing to the Board of Directors. The request must normally be received by the Board of Directors not later than seven weeks prior to the AGM.