Shareholders have the option to engage in the annual general meeting either by attending in person at the designated venue or by voting in advance through postal voting.
Participation at the Venue:
To participate in the annual general meeting at the venue, either in person or represented by a proxy, shareholders must fulfill two conditions: (i) they must be listed in the share register maintained by Euroclear Sweden AB as of May 7, 2024, and (ii) they must notify their intention to attend by May 10, 2024, either via post to Scandic Hotels Group AB (publ), addressed to Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, The notification should include the shareholder’s name, personal or corporate registration number, address, telephone number, and the number of accompanying assistants (limited to two).
If a shareholder is represented by a proxy, a written and dated proxy authorization must be provided. Proxy forms are available on the company’s website. For proxies issued by legal entities, a certificate of registration or equivalent authority should be enclosed. To ensure timely registration, proxies and relevant certificates should reach the company by May 15, 2024.
Participation by Advance Voting:
Shareholders opting for advance voting must also be listed in the share register by May 7, 2024, and must notify their intention to participate by May 10, 2024. Advance votes must be cast in accordance with provided instructions and submitted to Euroclear Sweden AB before the deadline.
It’s important to note that notifying through advance voting does not suffice for those intending to participate at the venue; they must follow the aforementioned procedure for venue participation.
A specific form is required for advance voting, available on the company’s website. Completed forms should reach Euroclear Sweden AB by May 10, 2024, either via email or post. Alternatively, shareholders may cast their advance votes electronically through BankID verification on the company’s website. Any special instructions or conditions provided in the voting form would render the vote invalid.
In the case of voting by proxy, a written and dated proxy authorization should be enclosed with the advance voting form. Shareholders who have voted in advance but subsequently attend the annual general meeting either in person or via proxy may still do so, except to the extent that they cast votes during the meeting or withdraw their advance votes.
Nominee-Registered Shares:
Shareholders whose shares are registered under a nominee must additionally register their shares in their own name by May 7, 2024, in order to participate in the annual general meeting. Such registration may be temporary and should be arranged with the nominee according to their procedures within a timeframe determined by the nominee.
Proposed Agenda:
The proposed agenda for the annual general meeting includes various items such as the election of the meeting chair, approval of the voting list and agenda, presentation of reports, resolutions regarding financial matters and discharge of liability, determination of board and auditor composition and fees, election of board members and auditors, and resolutions on various matters including remuneration guidelines and incentive programs.
Nomination Committee Proposals:
The nomination committee proposes candidates for various roles such as the chair of the meeting, board members, chair of the board, and auditors. It also presents recommendations on the number of board members and auditors, as well as their fees.
Board of Directors Proposals:
The board of directors presents proposals on matters such as the treatment of earnings, guidelines for remuneration to senior executives, adoption of incentive programs, and authorizations for share-related activities.
These guidelines aim to ensure fair and competitive remuneration for senior executives, aligning with market conditions while promoting Scandic’s long-term interests and sustainability goals. They outline various elements of remuneration, including fixed salary, variable cash remuneration, pension, and benefits, with provisions for annual evaluations and discretion in determining rewards based on business performance and ESG considerations.
Pension benefits for senior executives will adhere to prevailing market practices in the senior executive’s employment or residence. Preference will be given to premium-based pension plans, though defined benefits may also apply under collective agreements. Other benefits, such as company cars, healthcare, and life insurance, will be provided in line with market standards, subject to change. Additionally, mobility-related benefits such as relocation support or tax filing assistance may be offered for a limited duration.
For employments governed by regulations outside Sweden, pension benefits and other perks will be adjusted as necessary to comply with mandatory rules or local practices while considering the overarching goals of these guidelines.
Executive contracts typically have indefinite durations but may occasionally be offered for fixed terms. Upon termination, the notice period may not exceed 12 months. Severance pay, including compensation for non-compete clauses, shall not exceed 18 months of fixed salary. Non-compete clauses are typically effective for nine months post-termination, with compensation not exceeding 60% of the employee’s fixed pay during this period.
Board members, elected at general meetings, may receive compensation for services beyond their board duties, subject to approval by the board of directors and based on market rates.
The compensation committee, established by the board of directors, is responsible for proposing remuneration guidelines for CEOs and the Executive Committee. These guidelines are reviewed every four years and submitted to the general meeting for approval. The committee also monitors annual guideline implementation to avoid conflicts of interest.
Deviation from guidelines may occur temporarily if special circumstances warrant, with approval from the board of directors, considering the company’s long-term interests and financial viability.
Regarding the adoption of a long-term incentive program (LTIP 2024), the program aims to align participants’ interests with shareholders, fostering a long-term commitment to Scandic. The proposal outlines eligibility criteria, performance conditions, and the allocation of Performance Shares. The program’s costs, administration, and potential dilution effects are also detailed.
The resolution on LTIP 2024 includes provisions for hedging arrangements through an equity swap agreement and authorizes the board of directors to issue new shares, warrants, or convertibles. It also allows for the repurchase and transfer of own shares, with specific terms outlined for such transactions.
Shareholders’ rights to request information and access relevant documents are highlighted, ensuring transparency and accountability in decision-making processes.
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