Shareholders can exercise their right to decide on the Company’s business at General Meetings of Shareholders, which is Rezidor Hotel Group AB’s highest decision-making body. These meetings will be held in Stockholm. Rezidor’s second Annual General Meeting (“AGM”) as a listed company will be held in Stockholm on April 23rd, 2008. The notice of the AGM is required to be published not earlier than six weeks, but not later than four weeks, before the date of the AGM.
Rezidor’s 2007 Annual General Meeting
Rezidor Hotel Group AB’s AGM in 2007 was held at the Radisson SAS Royal Viking Hotel in Stockholm on May 4th, 2007. The AGM was attended by 121 shareholders, including proxies, representing 92,449,612 shares and votes, comprising 61.66% of the total number of shares and votes of the Company. The seven members of the Board of Directors who were proposed for re-election attended the AGM, as well as the Chief Executive Officer and key executives and the Company’s auditor. The two new candidates proposed for election were also attending the AGM.
The following important decisions were made at the 2007 AGM:
- election of Mr. Dick Lundquist, attorney at law, as chairman of the AGM
- the annual accounts and the auditor’s report, the consolidated accounts and the consolidated auditor’s report for the financial year 2006 were deemed to have been duly presented
- approval of the dividend to the shareholders, EUR 0.06 per share
- Board members and the CEO were discharged from the liability for the 2006 fiscal year
- Mr. Göte Dahlin, Mr. Urban Jansson, Mrs. Marilyn Carlson Nelson, Dr. Harald Einsmann, Mrs. Ulla Litzén, Mrs. Trudy Rautio, Mr. Barry Wilson, Mr. Jay Witzel and Mr. Benny Zakrisson were elected as ordinary members of the Board until the end of the next AGM
- it was resolved to appoint Mr. Urban Jansson as the Chairman of the Board
- it was resolved that the remuneration of the Chairman of the Board shall amount to EUR 65,000 and of each of the other directors appointed by the AGM to, EUR 36,000 and of each Chairman of the Audit Committee and Compensation Committee to EUR 5,000
- it was resolved to approve the Board’s proposal regarding the principles of remuneration and other terms of employment for key management
- it was resolved to approve the proposed changes of the Articles of Association and increase of share capital through a bonus issue
- it was resolved to approve the Board’s proposal on a long term share related incentive programme for key management
- authorisation of the Board to decide on the purchase and transfer of the Company’s own shares to give the Board wider freedom of action in the work with the Company’s capital structure and to secure costs associated with the long term incentive plan
- it was resolved to introduce a nomination procedure for the Nominating Committee in accordance with the presented proposal
The AGM was held in Swedish. Due to Rezidor’s international ownership and in order to allow non-Swedish speaking shareholders to participate, the meeting was simultaneously interpreted to English and all of the information materials for the meeting were also available in English.
The minutes from the 2007 AGM have been made available on Rezidor’s corporate website in both Swedish and English language versions. All requisite documents prior to the 2008 AGM, such as the report on the work of the Nominating Committee and all proposals in their full versions, will be published in Swedish and in English on the website in advance of the AGM.
Decisions at the AGM usually require a simple majority vote. However, for certain items of business taken up at the AGM, the Swedish Companies Act requires that a proposal be approved by a higher percentage of the shares and votes represented at the AGM.