SAS AB (publ) (publ) announces notice to the Annual General Meeting on 10 April 2018
March 7, 2018
Shareholders in SAS AB (publ) (Company) are hereby invited to attend the Annual General Meeting on 10 April 2018.
The Annual General Meeting (AGM) will be held at 10 a.m. at SAS head office, Frösundaviks allé 1, Solna.
Proposal for new Board of Directors
The Nomination Committee of SAS AB proposes that the AGM of April 10, 2018 resolve to appoint Carsten Dilling as the new Chairman of the Board of SAS AB. He is proposed to replace the current Chairman Fritz Schur, who desires to step down from his Board assignment. Moreover, Berit Svendsen and Jacob Wallenberg have declined reelection.
The Nomination Committee has been looking for new members with both broad digital competence and in-depth knowledge of ownership and financing issues. Liv Fiksdahl and
Oscar Stege Unger meet those requirements, and are thereby nominated. Liv Fiksdahl is leaving her position as CIO of DNB Norway and Oscar Stege Unger is the Director of the Wallenberg Foundations AB.
The Nomination Committee’s proposal for the new Board of Directors:
Carsten Dilling, Chairman Liv Fiksdahl, proposed new Board member Dag Mejdell, re-election Monica Caneman, re-election Lars-Johan Jarnheimer, re-election Oscar Stege Unger, proposed new Board member Sanna Suvanto-Harsaae, re-election
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 4 April 2018, and must notify the Company no later than 4 April 2018. 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 3 April 2018. 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 3-4 April 2018 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 382,582,551 common shares and 0 subordinate shares, equivalent to a total of 382,582,551 votes. Furthermore, the Company has issued 2,101,552 preference shares equivalent to a total of 210,155.2 votes. No shares are held by the Company itself.
Meeting is called to order.
Election of a chairperson for the meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of two persons to verify the minutes.
Determination of whether the meeting has been duly convened.
Presentation of the annual accounts and auditors’ report as well as the consolidated accounts and consolidated auditors’ report.
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.
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.
a) the number of Board members,
b) remuneration for Board members, and
c) remuneration for the auditor.
Election of Board members and Chairman of the Board.
Election of auditor.
Resolution on the Nomination Committee and the Instruction for the Nomination Committee.
Resolution on the Board’s proposed guidelines for remuneration of senior executives.
Meeting is adjourned.
SAS attaches the full notice.