Due to the extraordinary situation resulting from the covid-19 pandemic, Scandic's extraordinary general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or by a proxy will take place.
Scandic welcomes all shareholders to exercise their voting rights at the extraordinary general meeting through advance voting as described below. Information on the resolutions passed at the extraordinary general meeting will be published on
The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests.
Registration and notification
A shareholder who wishes to participate in the extraordinary general meeting must (i) be recorded in the share register prepared by
To be entitled to participate in the general meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as at
Advance voting
The shareholders may exercise their voting rights at the general meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Scandic's website, www.scandichotelsgroup.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Scandic no later than
For information on how your personal data is processed, please visit https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Election of a chairman of the meeting.
- Election of one or two persons to approve the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the extraordinary general meeting has been duly convened.
- Resolution to approve the board of directors' resolution to issue convertible bonds.
ELECTION OF A CHAIRMAN OF THE MEETING (ITEM 1)
The board of directors proposes that Jesper Schönbeck, member of the
ELECTION OF ONE OR TWO PERSONS TO APPROVE THE MINUTES (ITEM 2)
As persons to approve the minutes of the extraordinary general meeting together with the chairman, the board of directors proposes (
PREPARATION AND APPROVAL OF THE VOTING LIST (ITEM 3)
The voting list proposed for approval is the voting list drawn up by
RESOLUTION TO APPROVE THE BOARD OF DIRECTORS' RESOLUTION TO ISSUE CONVERTIBLE BONDS (ITEM 6)
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors' resolution on
- The terms and conditions applicable to the convertible bonds are those set out in the board of directors' resolution and as further set out in the Terms and Conditions. The Terms and Conditions have been drafted and executed in English and thereafter translated into Swedish only for the purpose to procure for the registration with the Swedish Companies Registration Office. In case of any discrepancies between the Swedish language version and the English language version, the English language version shall prevail.
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Convertibel Bond 2021/2024 shall be issued and subscribed for at a price equal to 89.41 percent of their nominal amount. The minimum aggregated amount of Convertible Bond 2021/2024 for subscription and allotment is
SEK 2,000,000 .
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The right to subscribe for Convertible Bond 2021/2024 shall, with deviation from the sharholders pre-emption right, be granted Swedish and international institutional investors as well as certain existing shareholders and each of
DNB Markets , a part ofDNB Bank ASA ,Sweden Branch,Nordea Bank Abp andSvenska Handelsbanken AB (publ) , on behalf of subscribers, who have been identified through a so-called private placement procedure.
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Subscription of Convertible Bond 2021/2024 shall be made not later than
March 26, 2021 . However, the Board of Directors shall have the right to extend the subscription period.
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Payment for the Convertible Bond 2021/2024 shall be made in cash not later than
April 8, 2021 . However, the Board of Directors shall be entitled to extend the time for payment.
- The Convertible Bond 2021/2024 does not carry interest.
- Holders of Convertible Bond 2021/2024 is entitled to convert all or part of the loan amount according to Convertible Bond 2021/2024 into shares in the Company in accordance with the Terms and Conditions. The Company is, under certain circumstances, entitled to call conversion in accordance with the Terms and Conditions.
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The Convertible Bond 2021/2024 falls due on
October 8, 2024 , to the extent conversion has not taken place before such date.
- In the event of the voluntary or involuntary liquidation (Sw. likvidation) of Scandic or bankruptcy (Sw. konkurs) of Scandic, the right to receive payments under Convertible Bond 2021/2024 shall be subordinated to all non-subordinated debts.
- The Conversion Price, as defined in the Terms and Conditions, shall amount to SEK 43.362094 per share. The Conversion Price may be subject to adjustment in certain circumstances as set out in the Terms and Conditions.
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Upon full conversion of Convertibel Bond 2021/2024 (based on the entire convertible loan having been subscribed for and a Conversion Price of SEK 43.362094 per share), Scandic's share capital will increase with an amount of not more than
SEK 10,377,727.50 and the number of shares will be increased by not more than 41,510,910. At conversion of Convertible Bonds 2021/2024 to shares, the amount exceeding the quota value shall be transferred to the unrestricted share premium reserve.
- The shares issued upon conversion will carry a right to dividends, distributions or payments and other rights having a record date or other due date for the establishment or entitlement for which falls on or after the date of registration of the shares in the relevant share accounts maintained with the share registrar following registration of the shares with the Swedish Companies Registration Office.
- The CEO, or whoever the CEO may appoint, is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration of the issue.
If the general meeting resolves not to approve the board of directors' resolution to issue Convertibel Bond 2021/2024, no later than on
Scandic believes that using the flexibility provided through a directed issue without preferential rights for existing shareholders is the most appropriate alternative for Scandic at this time, allowing it to raise capital in a timely and cost-effective manner.
The subscription price and the interest rate have been determined by way of an accelerated book building procedure with the purpose to establish the market terms for the convertible bonds.
OTHER
Shares and votes
There are in total 191,257,993 shares in the Company. The Company has only one series of shares and the total number of votes in the Company thus amounts to 191,257,993. The Company does not hold any treasury shares.
Majority requirements
Resolution in accordance with item 6 above requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Shareholders' right to request information
The board of directors and the managing director are required to, upon request from shareholders and if the board considers that it may be done without harm for the Company, provide information that may affect a matter on the agenda and the Company's relationship to other companies within the group.
A request for such information shall be made in writing to
Documents
The board of directors' complete proposal and documents pursuant to Chapter 15, Section 8 of the Swedish Companies Act together with other documents pursuant to the Swedish Companies Act will be available at Scandic' s office, Sveavägen 167, SE-102 33
The board of directors
About
Scandic is the largest hotel company in the Nordic countries with more than 280 hotels, in operation and under development, in more than 130 destinations. The company is the leader when it comes to integrating sustainability in all operations and its award-winning Design for All concept ensures that Scandic hotels are accessible to everyone. Well loved by guests and employees, the Scandic Friends loyalty program is the largest in the Nordic hotel industry and the company is one of the most attractive employers in the region.
www.scandichotelsgroup.com
https://news.cision.com/scandic-hotels-group-ab/r/notice-of-the-extraordinary-general-meeting-of-scandic-hotels-group-ab--publ-,c3316473
https://mb.cision.com/Main/13379/3316473/1394543.pdf
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