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2016-02-02

SAS: SAS AB (publ) announces notice to the Annual General Meeting on 8 March 2016

Shareholders in SAS AB (publ) are hereby invited to attend the Annual
General Meeting on Tuesday 8 March 2016.

The Annual General Meeting will be held at 3 p.m. at SAS head office,
Frösundaviks allé 1, Solna.

To attend the Annual General Meeting and notification

Shareholders who wish to attend the Annual General Meeting must be
registered in the share register of the Company maintained by
Euroclear Sweden AB on 2 March 2016, and must notify the Company no
later than 2 March 2016. Shareholders with common shares in Denmark
and Norway who wish to attend the Annual General Meeting must notify
VP Investor Services A/S in Denmark and Nordea Issuer Service in
Norway by 3.00 p.m. on 1 March 2016. Detailed instructions about
notification and rules regarding proxy and accompanying assistants to
shareholders are detailed in the attached complete notice convening
the Annual General Meeting.

Admission cards for the Annual General Meeting

Admission cards, to be presented when entering the Annual General
Meeting venue, will be sent out around 1-2 March 2016 to all
shareholders who have submitted a notification of attendance in
accordance with the instructions.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued
330,082,551 common shares and 0 subordinate shares, equivalent to a
total of 330,082,551 votes. Furthermore, the Company has issued
7,000,000 preference shares equivalent to a total of 700,000 votes.
No shares are held by the Company itself.

Proposed agenda

1. Meeting is called to order.
2. Election of a chairperson for the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual accounts and auditors' report as well
as the consolidated accounts and consolidated auditors' report.

8. Report on the work of the Board, the Remuneration Committee and
the Audit Committee, followed by the CEO's address and in conjunction
with this, the opportunity for shareholders to put questions to the
Board and Group Management.

9. Resolutions on:
a. the approval of the income statement and balance sheet and the
consolidated income statement and consolidated balance sheet, b. the
dispositions of the Company's earnings in accordance with the
approved balance sheet, and c. discharge from liability for the Board
members and the CEO.

10. Resolutions on: a) the number of Board members, b) remuneration
for Board members, and c) remuneration for the auditor.

11. Election of Board members and Chairman of the Board.

12. Election of auditor.

13. Resolution on the Nomination Committee.

14. Resolution on the Board's proposed guidelines for remuneration of
senior executives.

15. Meeting is adjourned.

SAS attaches the full notice.

SAS Investor Relations

SAS discloses this information pursuant to the Swedish Securities
Market Act and/or the Swedish Financial Instruments Trading Act. The
information was provided for publication on 2 February 2016, at 11.00
a.m. CET.

Notice convening the Annual General Meeting of SAS AB

Shareholders in SAS AB (publ) (hereinafter the "Company") are hereby
invited to attend the Annual General Meeting on Tuesday 8 March 2016.
The Annual General Meeting will be held at 3 p.m. at the Company's
Head Office, Frösundaviks allé 1, Solna, Sweden. The meeting venue
will open at 2:15 p.m. for registration. Registration of participants
at the meeting ends when the meeting is called to order.

Instructions to holders of common shares and/or preference shares
registered with Euroclear Sweden AB in Sweden (other than holders of
common shares registered with VP Securities A/S, the Danish Central
Securities Depository, or with Verdipapirsentralen, the Norwegian
Central Securities Depository)

Shareholders who wish to attend the Annual General Meeting must be
registered in the share register of the Company maintained by
Euroclear Sweden AB on Wednesday 2 March 2016, and must notify the
Company no later than Wednesday 2 March 2016, preferably before 4:00
p.m, through the Company's website www.sasgroup.net (under Investor
Relations) or by telephone to +46709971058 on weekdays between 9:00
a.m. and 4:00 p.m. Notification may also be made at the following
address: SAS AB (publ), Attn: SAS Investor Relations, Britta
Eriksson/STODL, SE-195 87 Stockholm.

Shareholders whose shares are registered in the name of a nominee must
temporarily have their shares registered in the shareholder's own
name to be entitled to participate in the Annual General Meeting.
This registration process with Euroclear Sweden AB must be completed
by Wednesday 2 March 2016. This means that shareholders must notify
their nominees in sufficient time prior to this date.

Instructions to holders of common shares registered with VP Securities
A/S in Denmark

Shareholders of common shares in Denmark who wish to attend the Annual
General Meeting must notify VP Investor Services A/S (VP) of this in
writing through filling in and signing relevant form to the following
address: Weidekampsgade 14, P.O. 4040, DK-2300 København S, per email
to vpinvestor@vp.dk, per telefax +4543588867 or through VP
InvestorPortalen at www.sasgroup.net (under Investor Relations) or
www.vp.dk/gf, by 3:00 p.m. on Tuesday 1 March 2016. The following
rules also apply to participation. Shareholders who wish to attend
the Annual General Meeting must be registered in the share register
of the Company maintained by Euroclear Sweden AB by Wednesday 2 March
2016. Accordingly, shareholders whose common shares are registered
with VP Securities A/S in Denmark must request that VP temporarily
registers the common shares in the shareholder's own name with
Euroclear Sweden AB to be entitled to participate in the Annual
General Meeting.

A request for such registration along with a notification of
attendance at the Annual General Meeting must be submitted in
sufficient time and no later than 3:00 p.m. on Tuesday 1 March 2016
to VP through Internet as set out above or at the address above.
Forms for notification of attendance and proxy forms are available
from VP and www.sasgroup.net (under Investor Relations) and will also
be sent out to registered shareholders who have notified their email
address to the Company. The registration application should include
the account operating institution in Denmark (with the custody
account number) with which the shareholder's common shares are
deposited.

Shareholders whose common shares are already registered in the name of
the owner with Euroclear Sweden AB may send in a notification of
attendance to the Company at a later date, but no later than
Wednesday 2 March 2016, preferably before 4:00 p.m, in the manner
prescribed above.

Instructions to holders of common shares registered with
Verdipapirsentralen (VPS) in Norway

Shareholders of common shares in Norway who wish to attend the Annual
General Meeting must notify Nordea Bank Norge ASA (Nordea Norway),
Securities Services - Issuer Services, of this in writing to P.O. Box
1166 Sentrum, NO-0107, Oslo, Norway, Attn: René Herskedal, by
facsimile to +4722369703 or by email to email
issuerservices.no@nordea.com, by 3:00 p.m. on Tuesday 1 March 2016 at
the latest.

The following rules also apply for participation. Shareholders who
wish to attend the Annual General Meeting must be registered in the
share register of the Company maintained by Euroclear Sweden AB by
Wednesday 2 March 2016. Accordingly, shareholders whose common shares
are registered with VPS in Norway must request that Nordea Norway
temporarily register the common shares in the shareholder's own name
with Euroclear Sweden AB to be entitled to participate in the Annual
General Meeting.

A request for such registration along with a notification of
attendance at the Annual General Meeting must be submitted in
sufficient time and no later than 3:00 p.m. on Tuesday 1 March 2016,
to Nordea Norway at the address above. Forms for notification of
attendance and proxy forms are available from Nordea Norway and
www.sasgroup.net (under Investor Relations) and will also be sent out
to registered shareholders who have notified their email address to
the Company.

Shareholders whose common shares are already registered in the name of
the owner with Euroclear Sweden AB may send in a notification of
attendance to the Company at a later date, but no later than
Wednesday 2 March 2016, preferably before 4:00 p.m, in the manner
prescribed above.

Instructions applicable to all shareholders

Shareholders with shares registered in more than one country should
state this when submitting their notifications. Shareholders or their
representatives may be accompanied by no more than two assistants at
the Annual General Meeting. Assistants to shareholders will be
admitted to the Annual General Meeting only if the shareholder
notifies the number of assistants in accordance with the notification
instructions provided above for shareholders' participation in each
country.

Shareholders represented by proxy must issue a dated written proxy for
their representative. If possible, the proxy should be based on the
proxy form provided by the Company. The proxy in original should be
sent in sufficient time prior to the Annual General Meeting and no
later than Wednesday 2 March 2016, to one of the addresses provided
in this notice. Representatives of a legal entity must also submit a
certified copy of the registration certificate or equivalent
authorizing documentation. At the Annual General Meeting, a list is
to be prepared of the present shareholders, representatives and
assistants with details of the number of shares and votes each
shareholder or proxy represents at the Annual General Meeting (voting
list). A list of shareholders, proxies and assistants who have
submitted notification of their attendance with the stated details
(list of participants) will be distributed at the registration for
the Annual General Meeting.

Admission cards for the Annual General Meeting

Admission cards, to be presented when entering the Annual General
Meeting venue, will be sent out around 1-2 March 2016 to all
shareholders who have submitted a notification of attendance in
accordance with the instructions above.

Number of shares and votes in the Company

The Company has at the time of publication of this Notice issued
330,082,551 common shares and 0 subordinate shares, equivalent to a
total of 330,082,551 votes. Furthermore, the Company has issued
7,000,000 preference shares equivalent to a total of 700,000 votes.
No shares are held by the Company itself.

Proposed agenda

1. Meeting is called to order.
2. Election of a chairperson for the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of two persons to verify the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual accounts and auditors' report as well
as the consolidated accounts and consolidated auditors' report.

8. Report on the work of the Board, the Remuneration Committee and
the Audit Committee, followed by the CEO's address and in conjunction
with this, the opportunity for shareholders to put questions to the
Board and Group Management.

9. Resolutions on: a. the approval of the income statement and
balance sheet and the consolidated income statement and consolidated
balance sheet, b. the dispositions of the Company's earnings in
accordance with the approved balance sheet, and c. discharge from
liability for the Board members and the CEO.

10. Resolutions on: a) the number of Board members, b) remuneration
for Board members, and c) remuneration for the auditor.

11. Election of Board members and Chairman of the Board.
12. Election of auditor.
13. Resolution on the Nomination Committee.
14. Resolution on the Board's proposed guidelines for remuneration of
senior executives.

15. Meeting is adjourned.
PROPOSALS FOR RESOLUTIONS

The Board's proposal on a dividend (Item 9b)

The Board proposes that no dividend be paid to SAS AB's common
shareholders for the fiscal year 1 November 2014 - 31 October 2015.

The Board further proposes a dividend on preferential shares. The
Board proposes that the dividend shall be paid on a quarterly basis
at SEK 12.50 per preferential share, although not higher than SEK 50
in total per preferential share.

The following dates are proposed as record dates for the quarterly
payments on preference shares: 4 May 2016, 5 August 2016, 4 November
2016 and 3 February 2017. Payment from Euroclear Sweden AB is
expected to take place on 10 May 2016, 10 August 2016, 9 November
2016 and 8 February 2017.

The Nomination Committee's proposals regarding General Meeting
Chairman, Board, Auditor, Remuneration, Nomination Committee, etc.
(items 2, 10 a-c, 11, 12 and 13)

The Nomination Committee, which consists of Magnus Skåninger, Ministry
of Enterprise, Energy and Communications for the Swedish government
(Chairman); Rasmus Lønborg, Ministry of Finance, for the Danish
government; Jan Tore Føsund, Ministry of Trade, Industry and
Fisheries, for the Norwegian government and Peter Wallenberg Jr., for
the Knut and Alice Wallenberg Foundation, makes the following
proposals:

Election of Chairman for the General Meeting

Attorney-at-law Eva Hägg.

Resolution on the number of Board members

The number of Board members elected by the Annual General Meeting
shall consist of eight Board members, with no deputies.

Resolution on remuneration to Board members

The fees for the period until the end of the next Annual General
Meeting shall remain unchanged and amount to SEK 410,000 for the
Chairman of the Board and, if any, SEK 242,000 for the First Vice
Chairman and the Second Vice Chairman respectively, and SEK 207,000
for each of the other Board members elected by the Annual General
Meeting and ordinary employee representatives.

It is also proposed that each deputy for ordinary employee
representatives receive a study fee of SEK 1,000 per Board meeting
and an attendance fee of SEK 3,500 for each Board meeting they
attend.

In addition to this remuneration, it is proposed that remuneration be
paid for work on the Board Remuneration Committee shall remain
unchanged with the amount of SEK 49,000 for the Remuneration
Committee Chairman and SEK 17,000 each for the Remuneration
Committee's other members, as well as for work on the Board's Audit
Committee, in the amount of SEK 66,000 for the Audit Committee
Chairman and SEK 31,000 for each of the Audit Committee's other
members.

Resolution on remuneration to the Company's auditor

The fees for the Company's auditor shall be paid in accordance with
approved invoice.

Election of Board members and Chairman of the Board

It is proposed to re-elect the current Board members; Fritz H. Schur,
Jacob Wallenberg, Dag Mejdell, Monica Caneman, Sanna Suvanto-Harsaae,
Lars-Johan Jarnheimer and Carsten Dilling, and to elect the new Board
member Berit Svendsen.

Furthermore, it is proposed that Fritz H. Schur be re-elected as
Chairman of the Board.

Election of Auditor

It is proposed to re-elect PricewaterhouseCoopers AB as auditor.

Resolution on the Nomination Committee

It is proposed that the Annual General Meeting resolve that a
Nomination Committee be elected that is tasked in accordance with the
proposal for Instruction for the Nomination Committee. The Nomination
Committee shall comprise four members.

The Nomination Committee shall comprise the following shareholder
representatives: Magnus Skåninger, Ministry of Enterprise, Energy and
Communications for the Swedish government; Rasmus Lønborg, Ministry
of Finance, for the Danish government; Jan Tore Føsund, Ministry of
Trade, Industry and Fisheries, for the Norwegian government and Peter
Wallenberg Jr., for the Knut and Alice Wallenberg Foundation.

It is furthermore proposed that the Annual General Meeting adopts
instructions for the Nomination Committee, including provisions
regarding election of Chairman of the Nomination Committee,
replacement of members during their terms of office and replacement
of shareholder representative owing to a substantial reduction in
shareholding, and other provisions concerning the Nomination
Committee's composition and work to apply for the Nomination
Committee appointed by the Annual General Meeting and for its mission
until the end of the next Annual General Meeting. The instruction is
consistent with the current instruction for the Nomination Committee
with the addition of a description of the tasks of the Nomination
Committee as follows.

The Nomination Committee shall be tasked with making proposals to the
next Annual General Meeting for resolutions regarding:

i. chairman of the Annual General Meeting;

ii. the number of Board members;

iii. election of Board members and Chairman of the Board;

iv. remuneration to Board members, divided between Chairman, Vice
Chairman, other board members and any remuneration for work on Board
committees;

v. remuneration to the Company's auditor;

vi. election of auditor; and

vii. Nomination Committee for the next Annual General Meeting.

The Board's proposed guidelines for remuneration of senior executives
(item 14)

The Board of Directors proposes guidelines for the determination of
salaries and other remuneration of senior executives with the
following principal content.

The guidelines shall be applied for employment agreements entered into
after the Annual General Meeting 2016 and for changes made to
existing employment agreements thereafter.

The proposed guidelines remains unchanged in relation to the
remuneration guidelines adopted by the Annual General Meeting 2015.

Salaries and other benefits

The total salary shall comprise a fixed annual base salary. The fixed
salary shall reflect the demands of the position with respect to
qualifications, responsibilities, complexity and the manner in which
it serves to reach business objectives. The fixed salary shall also
reflect the performance attained by the senior executive and thus be
individual and differentiated.

Other benefits, such as a company car and health insurance, are to be
market based and comprise only a limited portion of the total
remuneration.

Pension

Pension benefits shall be defined contribution based and premiums
shall not exceed 30 percent of fixed annual salary.

Conditions regarding termination of employment

The notice period for the CEO and other members of Group Management is
six months if the employee resigns. A notice period of a maximum of
12 months applies if the company terminates the employment. In the
event of termination of employment by the company and, in certain
specific cases, by the senior executive, severance pay shall be paid
in an amount corresponding to a maximum of one year's fixed salary,
with full deduction if the senior executive receives remuneration
from a new position or assignment.

Departures

The Board of Directors may depart from these guidelines, if there are
special reasons to do so in a specific case.

------------

The Company's annual accounts, auditor's report, consolidated accounts
and consolidated auditor's report, the complete proposals and
required Board statements in accordance with above, the auditor's
statement on the guidelines for remuneration of senior executives in
the 2014/2015 fiscal year and proxy forms will be available at the
Company and on the Company's website www.sasgroup.net (under Investor
Relations) latest as from 16 February 2016. The documents will be
sent to shareholders who request that at the Company's address SAS AB
(publ), SAS Investor Relations, Attn. Britta Eriksson/STODL, SE-195
87 Stockholm, stating their address. The documents will also be
available at the Annual General Meeting venue before the meeting is
called to order.

------------

If a shareholder so requests, and if the Board determines it can be
made without significant harm to the Company, at the Annual General
Meeting, the Board and the CEO shall provide information on
circumstances that may affect the assessment of an agenda item and/or
the Company's financial situation. The same applies to the
consolidated group accounts and other group companies.

------------

The notice of this Annual General Meeting, including a proxy form will
be distributed to all registered shareholders who have notified their
e-mail address to the Company. The notice will also be held available
at the Company's website www.sasgroup.net (under Investor Relations).
The notice will further be sent by regular mail free of charge to
shareholders who request that at the Company's address SAS AB (publ),
SAS Investor Relations, Attn. Britta Eriksson/STODL, SE-195 87
Stockholm, stating their address.

------------

Stockholm in February 2016

SAS AB
The Board of Directors

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http://news.cision.com/sas/r/sas-ab--publ--announces-notice-to-the-annua...
http://mb.cision.com/Main/290/9905720/471541.pdf

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