Company Announcement
8/2017
Copenhagen, 3 April 2017
notice convening 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
Wednesday, 26 April 2017 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
-
Adoption of the audited annual report
The audited annual report is available on
www.st-group.com. A copy may also be requested by
contacting the Company at investor@st-group or telephone +45 3955
6200.
-
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 2016 a dividend of DKK 5.50 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 2017 (as in 2016) 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
Jørgen Tandrup (chairman) and Marlene Forsell wish to resign from
the Board of Directors and will not accept re-election.
The Board of Directors proposes re-election of the following Board
members:
Nigel Northridge (vice-chairman), Søren Bjerre-Nielsen, Dianne Neal
Blixt, Conny Karlsson, Luc Missorten and Henning Kruse
Petersen.
The Board of Directors proposes election of Henrik Brandt 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 2017 (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, Kongevejen 418, DK-2840 Holte, telefax +45
4546 0998, e-mail gf@computershare.dk no later than 23 April 2017
11.59 pm.
Admission card
Starting this
year, 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 requesting 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, Kongevejen 418, DK-2840 Holte, telefax +45 4546
0998, e-mail gf@computershare.dk. The proxy must be submitted so
that it is received no later than 23 April 2017 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 2017 at 11.59 pm. Alternatively, shareholders
can submit the printed, signed and dated postal vote form found at
the website to Computershare A/S, Kongevejen 418, DK-2840 Holte,
telefax +45 4546 0998, e-mail gf@computershare.dk. Vote by post
must be received by Computershare A/S no later than 25 April 2017
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 2017 at 11.59 pm.
Scandinavian Tobacco Group
A/S
The Board of Directors
For further information, please
contact:
For media enquiries:
Kaspar Bach Habersaat, Director of Group Communications
phone: +45 7220 7152 or kaspar.bach@st-group.com
For investor enquiries:
Torben Sand, Head of Investor Relations
phone: +45 7220 7126 or torben.sand@st-group.com
CANDIDATES FOR THE BOARD OF
DIRECTORS
Nigel Northridge
Independent
Born in 1956, Irish.
Joined the board in 2016. Vice-chairman, member 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:
Directorships and other
offices:
Søren
Bjerre-Nielsen
Independent
Born in 1952, Danish.
Joined the board in 2016. Chairman of the Audit
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:
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)
Dianne Neal Blixt
Independent
Born in 1959, US nationality.
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:
-
Member of the board of directors of
Lorillard, Inc. 2011-2015
-
Executive Vice President and Chief Financial
Officer of Reynolds American, Inc. 2004-2007
-
Executive Vice President and Chief Financial
Officer of R. J. Reynolds Tobacco Holdings, Inc.
2003-2004
-
Various positions in Reynolds American and its
subsidiaries 1988 until 2003
Educational background:
Directorships and other
offices:
-
Ameriprise Financial Services, Inc. (member of
the board of directors)
-
NatureWorks Organics LLC (member of the
board of managers)
Henrik Brandt
Independent
Born in 1955, Danish
Competencies:
-
Extensive experience in leading international,
publicly listed and private equity businesses
-
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 A/S
1999-2002
-
CEO of House of Prince A/S and Group Executive
Skandinavisk Tobakskompagni A/S 1992-1999
-
President and CEO of Fritz Hansen A/S
1989-1992
-
President and CEO of Kevi A/S 1987-1988
Educational background:
-
Master of Business Administration, Stanford
University
-
Master of Science (Economics), Copenhagen School
of Economics
Directorships and other
offices:
-
Toms Gruppen A/S (Chairman)
-
Ferd Holding as (member of the board of
directors)
-
Gerda & Victor B. Strands Fond (member of
the board of directors)
-
Gerda & Victor B. Strand Holding A/S (member
of the board of directors)
-
Uno Equity ApS (member of the management)
Conny Karlsson
Independent
Born in 1955, Swedish
Joined the board in 2010. Member of the Remuneration Committee and
the Nomination Committee.
Competencies:
Selected former
positions:
Educational background:
Directorships and other
offices:
-
Swedish Match AB (Chairman)
-
YA Invest AB (Chairman)
-
Zeres Capital AB (Chairman)
-
EuroFlorist Holding AB (Chairman)
-
Euroflorist Aktiebolag (Chairman)
-
Filius Luna Invest AB (Chairman)
-
Kungsåra Bildemontering AB (Chairman)
-
YA Holding AB (member of the board of
directors)
-
Åkestam Holst Group AB (member of the board of
directors)
-
ArcbyNoA AB (member of the board of
directors)
-
Bold Stockholm AB (member of the board of
directors)
-
Anfri AB (member of the board of
directors)
-
Fornwij AB (member of the board of
directors)
-
Studion Åkestam Holst AB (member of the board of
directors)
-
Karelia Timber Intressenter AB (member of the
board of directors)
-
Promenad Intressenter AB (member of the board of
directors)
-
Malte Månson Holding AB (member of the board of
directors)
-
Åkestam.Holst Intressenter AB (member of the
board of directors)
Luc Missorten
Independent
Born in 1955, Belgian
Joined the board in 2016.
Competencies:
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 of
directors)
-
Recitel NV/SA (member of the board of
directors)
-
GIMV NV (member of the board of directors)
-
Corelio NV (member of the board of
directors)
Henning Kruse
Petersen
Independent
Born in 1947, Danish
Joined the board in 2010
Competencies:
-
Extensive management experience as CEO and board
member of large private, public and state-owned entities
-
Considerable experience in economics and
financing matters
Selected former
positions:
Educational background:
Directorships and other
offices:
-
C.W Obel A/S (Chairman)
-
Erhvervsinvest Management A/S (Chairman)
-
Santa Fe Group A/S (Chairman)
-
Den Danske Forskningsfond (Chairman)
-
Scandinavian Private Equity A/S (Chairman)
-
Midgard Denmark K/S (Chairman)
-
Fritz Hansen A/S (Deputy Chairman)
-
Skandinavisk Holding A/S (Deputy Chairman)
-
Skandinavisk Holding II A/S (Deputy
Chairman)
-
Asgard Ltd. (Deputy Chairman)
-
Howart University A/S (Chairman)
-
Lunar Holding ApS (Chairman)
-
Lunar Way A/S (Chairman)
-
Firstaiders A/S (Chairman)
-
The Financial Compliance Group A/S
(Chairman)
-
Proactive A/S (member of the board of
directors)
-
Det Østasiatiske Kompagnis Almennyttige Fond
(member of the board of directors)
-
Midgard Group Inc.(member of the board of
directors)
-
Dekka Holdings Ltd. (member of the board of
directors)
-
2KJ A/S (CEO)
-
Komplementarselskabet Midgard Denmark ApS
(CEO)
STG - Notice general assembly 2017
3.4.2017
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Scandinavian Tobacco Group A/S via
Globenewswire
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