COMPANY
ANNOUNCEMENT
No. 17/2016
Copenhagen, 4
April 2016
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
Tuesday, 26 April 2016 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.
- Adoption of the remuneration of the board of
directors and any board committees
The board of directors proposes to the general
meeting that compensation for the board of directors for the
financial year 2016 be adopted based on a base annual fee of DKK
400,000 to each member. Furthermore, under this proposal, the
chairman will receive three times the base annual fee and the
vice-chairman will receive 1.75 times the base annual fee. The
chairman of the Audit Committee will receive (in addition to the
base annual fee as board member) a fee corresponding to 75 percent
of the base annual fee for members of the board of directors. Other
members of the Audit Committee will receive (in addition to the
base annual fee as board members) a fee corresponding to 37.5
percent of the base annual fee for members of the board of
directors. The members of each of the Remuneration Committee and
Nomination Committee will receive (in addition to the base annual
fee as board members), a fee corresponding to 12.5 percent of the
base annual fee for members of the board of directors. The chairman
of each of the Remuneration Committee and Nomination Committee will
receive (in addition to the base annual fee as board members) a fee
corresponding to 25 percent of the base annual fee for members of
the board of directors.
- Appropriation of profit or loss as recorded in
the adopted annual report
The board of directors proposes to the general
meeting that for the financial year 2015 the Company pays a
dividend of DKK 5.00 per share of DKK 1.
- Election of members to the board of
directors
In accordance with Article 11.1 of the Articles of
Association, all members of the board of directors elected by the
general meeting are up for election. The board of directors has
received notice that Tommy Pedersen wishes to resign from the board
of directors. The board of directors proposes that Nigel Northridge
be elected as new member of the board of directors and that Jørgen
Tandrup (chairman), Conny Karlsson (vice-chairman), Søren
Bjerre-Nielsen, Dianne Neal Blixt, Marlene Forsell, Luc Missorten
and Henning Kruse Petersen be re-elected as members 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)
The board of directors proposes that
PricewaterhouseCoopers Statsautoriseret Revisionspartnerskab be
re-elected as auditor of the Company.
- 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 2016 (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 via the
Company's website, www.st-group.com or via Computershare A/S,
Kongevejen 418, DK-2840 Holte, telefax +45 4546 0998, e-mail
gf@computershare.dk no later than 21 April 2016 at 11.59 pm.
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 Company's website,
www.st-group.com or may be downloaded from the website and sent,
duly signed and dated, to Computershare A/S, Kongevejen 418,
DK-2840 Holte, telefax +45 4546 0998, e-mail gf@computershare.dk so
that it is received no later than 21 April 2016 at 11.59 pm.
Shareholders may also vote by post. A form for
voting by post can be printed from the Company's website
(www.st-group.com) or be requested from Computershare A/S,
Kongevejen 418, DK-2840 Holte, telefax +45 4546 0998, e-mail
gf@computershare.dk. Signed and dated vote by post must be received
by Computershare A/S Kongevejen 418, DK-2840 Holte, telefax +45
4546 0998, e-mail gf@computershare.dk no later than 25 April
2016 at 11.59 pm. Once a vote by post has been received by
Computershare A/S, 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 Association affords
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 21 April 2016 at 11.59 pm.
Scandinavian Tobacco Group
A/S
The Board of Directors
For further information, please
contact:
For media inquiries:
Kaspar Bach Habersaat, Director of Group Communications, phone: +45
7220 7152
or kaspar.bach@st-group.com.
For investor inquiries:
Torben Sand, Head of Investor Relations, phone: +45 7220 7126 or
torben.sand@st-group.com.
CANDIDATES FOR THE BOARD OF
DIRECTORS
Jørgen Tandrup
(chairman)*
Born 1947, Danish nationality. Chairman and a
member of the Board of Directors since 2010. Chairman of the
Nomination Committee and of the Remuneration Committee since these
committees were established in January 2016. Held various
management positions in Skandinavisk Tobakskompagni A/S 1975-1992,
1992-2006 Chief Executive Officer of Skandinavisk Tobakskompagni
A/S and 2006-2010 chairman of Skandinavisk Tobakskompagni A/S.
Currently chairman of the board of directors of Caf Invest A/S,
Kurhotel Skodsborg A/S, Skodsborg Sundhedscenter A/S, Chr.
Augustinus Fabrikker Aktieselskab, Jeudan A/S, Fritz Hansen
A/S, Skandinavisk Holding A/S, Skandinavisk Holding II A/S and
Tivoli A/S. Serves as a member of the board of directors of
Skodsborg Sundpark A/S, Rungsted Sundpark A/S and The Augustinus
Foundation and is executive officer of GFKJUS ApS.
Mr Tandrup holds a Master of Science degree from Copenhagen
Business School. Jørgen Tandrup has extensive general management
experience and specific expertise in sale and marketing,
fast-moving consumer goods businesses and the tobacco
industry.
*Based on the Recommendations on Corporate Governance of the Danish
Committee on Corporate Governance last issued on 6 May 2013 and
amended in November 2014, Jørgen Tandrup is not independent due to
his long affiliation with the Company as an executive.
Conny
Karlsson (vice-chairman)
Born 1955, Swedish nationality. Vice-chairman and a member of the
Board of Directors since October 2010. Member of the Nomination
Committee and the Remuneration Committee since these committees
were established in January 2016. Held various management positions
1978-1990 in Procter & Gamble and was Chief Executive Officer
of Duni AB 1990-2000. Conny Karlsson is chairman of the board of
directors of Swedish Match AB, Zeres Capital AB and The North
Alliance AS. Serves as a member of the board of directors of YA
Holding AB and Malte Månson Holding AB and is an operating partner
in Capman Buyout. Conny Karlsson holds a Bachelor's degree in
Business from Stockholm School of Economics. Conny Karlsson has
extensive experience in the management of international businesses
as well as solid experience in sales and marketing and fast-moving
consumer goods businesses.
Søren Bjerre-Nielsen
Born 1952, Danish nationality. Joined the
Board of Directors in February 2016, chairman of the Audit
Committee. Mr Bjerre-Nielsen also currently serves as chairman
of the board of directors of Danmarks Nationalbank, MT Højgaard
A/S, Højgaard Holding A/S, Højgaard Industri A/S, VKR Holding A/S,
and Velux A/S. Mr Bjerre-Nielsen 1995-2011 served as an
Executive Officer and Chief Financial Officer of Danisco A/S (now
Dupont Nutrition Biosciences ApS). Søren Bjerre-Nielsen was
partner at Deloitte State Authorised Public Accountants from 1981
until 1995 and also Managing Director at Deloitte 1986-1995. Mr
Bjerre-Nielsen is a State-Authorised Public Accountant and holds a
Master's degree in Economics and Business Administration from
Copenhagen Business School. Mr Bjerre-Nielsens holds significant
experience in general and international management, economic and
financial management, risk management, strategic business
development and listed companies.
Dianne Neal Blixt
Born 1959, United States nationality. Joined the
Board of Directors in February 2016 and is a member of the Audit
Committee. Held various positions from 1988 until 2007 in Reynolds
American and its subsidiaries. From 2003 to 2004, Dianne Blixt
served as Executive Vice President and Chief Financial Officer of
R. J. Reynolds Tobacco Holdings, Inc. From 2004 until her
retirement in 2007, Dianne Blixt was Executive Vice President and
Chief Financial Officer of Reynolds American, Inc.
Ms Blixt currently serves as a member of the board of
directors of Ameriprise Financial Services, Inc. and as the
chairperson for the board of trustees of Reynolda House Museum of
American Art and also currently serves as a member of the board of
managers of NatureWorks Organics LLC. Ms Blixt has
served as a member of the board of directors of
Lorillard, Inc. in which company she also served as a member
of the audit committee and as chairperson of the compensation
committee. Dianne Blixt holds a Master's degree in Business
Administration and Finance from University of North Carolina at
Greensboro. Ms Blixt has significant experience in business
analysis and financial management and reporting and holds
considerable insight into the US tobacco industry.
Marlene Forsell
Born 1976, Swedish nationality. Has been a member
of the Board of Directors and the Audit Committee since June 2014.
Joined Swedish Match AB in 2004 from Ernst & Young and has
since 2013 served as Chief Financial Officer of Swedish Match.
Marlene Forsell is currently a member of the board of directors of
Arnold André GmbH & Co. KG and various companies
within the Swedish Match AB group of companies.
Marlene Forsell holds a Master of Science degree in Business
and Economics from Stockholm School of Economics and has extensive
experience in and insight into financial issues and reporting
processes in listed companies.
Luc Missorten
Born 1955, Belgian nationality. Joined the
Board of Directors in February 2016. Luc Missorten currently
serves as chairman of the board of directors of Ontex Group NV
and as a member of the board of directors of Barco NV,
Recitel NV/SA, GIMV NV and Corelio NV.
Mr Missorten served from 2007 until 2014 as Chief Executive
Officer of Corelio NV. Before joining Corelio NV, he was
Executive Vice President and Chief Financial Officer from 1995
until 2003 at Inbev S.A. and was Group Chief Financial Officer
and Executive Vice President for Finance at UCB S.A. 2004-2007.
Mr Missorten holds a law degree from the Catholic University
of Leuven, a Master of Laws from the University of California,
Berkeley and a Certificate of Advanced European Studies from the
College of Europe, Bruges. Luc Missorten has through his various
positions gained substantial experience in particular in the
financial management of international corporations.
Nigel Northridge
Born 1956, Irish nationality. Was appointed
chairman of Hogg Robinson Group PLC on 1 April 2016, and is also
Senior Independent Director of Inchcape PLC. Following six
years as chairman of Debenhams PLC, Nigel Northridge will step down
from that board on 7 April 2016. Previously, Nigel Northridge has
acted as chairman of Paddy Power PLC and has been a non-executive
director of Aer Lingus PLC, Aggreko PLC and Thomas Cooke Group
PLC. His executive career was with Gallaher Tobacco Ltd.
(subsequently Gallaher Group PLC) where he was employed for over 30
years. He held a number of sales, marketing and then general
management positions both in the UK and overseas, before being
appointed to the board of directors in 1993 and as Group Chief
Executive Officer in 2000. When Gallaher was sold to Japan Tobacco
Inc. in 2007 Nigel Northridge progressed his non-executive
career. Nigel Northridge has extensive experience as an
executive director in the international tobacco industry, as a
Chief Executive Officer of a publicly listed company and more
recently as a non-executive director in various publicly listed
companies.
Henning Kruse Petersen
Born 1947, Danish nationality. Has been a member of the Board of
Directors since October 2010. Member of the Nomination Committee
and the Remuneration Committee since January 2016. Henning Kruse
Petersen currently also serves as chairman of the board of
directors of Erhvervsinvest Management A/S, Den Danske
Forskningsfond, Scandinavian Private Equity A/S, Midgard Denmark
K/S, C.W. Obel A/S and Santa Fe Group A/S. Until 26 April 2016 Mr
Kruse Petersen further serves as chairman of the board of directors
of Sund og Bælt Holding A/S, A/S Storebæltsforbindelsen,
A/S Femern Landanlæg, Femern Bælt A/S, A/S
Øresundsforbindelsen and Øresundsbro Konsortiet I/S. Henning Kruse
Petersen is currently the deputy chairman of the board of directors
of Fritz Hansen A/S, Skandinavisk Holding A/S and Skandinavisk
Holding II A/S. Furthermore, Mr Kruse Petersen currently serves as
a member of the board of directors of Proactive A/S, Midgard
Group Inc., Asgard Ltd., Dekka Holdings Ltd. and Det
Østasiatiske Kompagnis Almennyttige Fond. Mr Kruse Petersen
currently also serves as Chief Executive Officer of 2KJ A/S. He has
previously served in executive officer positions in Unibank
(now Nordea), Øresundskorsortiet and A/S Øresundsforbindelsen, and
from 1995 until 2007 Henning Kruse Petersen was Group Managing
Director of Nykredit responsible for corporate lending,
international activities and chairman of the Group Credit
Committee. He holds a Master's degree in Law from Aarhus
University. Henning Kruse Petersen has extensive management
experience as CEO and board member of large private, public and
state-owned entities and has considerable experience in economics
and financing matters.
About
Scandinavian Tobacco Group
Scandinavian Tobacco
Group A/S with its subsidiaries (the "Group")
is a world leading producer of cigars and traditional pipe tobacco.
The Group also produces fine-cut tobacco and sells tobacco-related
accessories. The Group produces and sells 3 billion cigars and
5,000 tonnes of pipe and fine-cut tobacco annually. Scandinavian
Tobacco Group believes it is the only company globally with a core
strategic focus on production and distribution in all of these
tobacco categories.
Scandinavian Tobacco
Group holds market-leading positions in the machine-made cigar
market in Europe, the handmade cigar market in the US, the online
and catalogue retail sales of cigars in the US, the traditional
pipe tobacco market globally and in selected fine-cut tobacco
markets.
Scandinavian Tobacco
Group has a diversified portfolio of more than 200 brands providing
a complementary range of established global brands and local
champions. In the cigar segment, the brand portfolio
comprises Café Crème, La Paz, Macanudo, CAO, Partagas (US) and
Cohiba (US). Pipe tobacco brands include Captain Black, Erinmore,
Borkum Riff and W.Ø. Larsen, while leading fine-cut tobacco brands
include Bugler, Break, Escort, Bali Shag and Tiedemanns.
As at 31 December 2015,
the Group employed approx. 8,100 people in the Dominican Republic,
Honduras, Nicaragua, Indonesia, Europe, New Zealand, Australia,
Canada and the US.
For more information please visit
www.st-group.com.
Notice Convening AGM of
Scandinavian Tobacco Group AS
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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
HUG#1999851
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