Turismo
Notice to Annual General Meeting of SkiStar AB
SkiStar AB (publ) will hold its Annual General Meeting (below referred to as AGM) on Saturday, December 10, 2022 at 2 pm CET at Experium in Lindvallen, Sälen. Registration for the AGM will take place from 1.30 pm CET.
Shareholders wishing to participate in the AGM shall both be entered in the share register administered by Euroclear Sweden AB as per Friday, 2 December 2022 and register their intention to participate in the AGM no later than on Tuesday, 6 December 2022. Registration of participation in the AGM can be submitted
The shareholder's name and personal identity number/corporate identity number must be provided when registering. In addition, the shareholders are kindly requested to provide contact details and number of shares held when registering. The company must be provided with information regarding assistants, if any, at the time of registration.
In addition to attending the AGM in person or by proxy, the shareholders will also be given the opportunity to exercise their voting rights through advance voting (see below under the heading advance voting (postal voting)).
Shareholders who have their shares registered with an authorised nominee must, to have the right to participate in the AGM, temporarily re-register their shares in their own names. Shareholders who wish such re-registration, so-called registration of voting rights, must request it from its authorised nominee. Voting rights registrations made by the nominee no later than Tuesday, 6 December 2022, will be considered when presenting the share register. This implies that the shareholders must inform the nominees of such re-registration in good time prior to this date. Such re-registration may be temporary.
Shareholders can, through verification with BankID, cast their postal vote electronically via Euroclear Sweden AB's website: https://anmalan.vpc.se/euroclearproxy. Shareholders can also cast their postal vote by e-mail or post by submitting a specific advance voting form. The form, instructions and contact information for advance voting are available on the company's website: www.skistar.com/en/corporate and can also be obtained by contacting the company/Euroclear Sweden AB at contact information as above. The advance voting form is valid as a notification to attend the meeting. The completed voting form must be received by Euroclear Sweden AB no later than on 6 December 2022. The advance voting form, with any attached authorisation document, are to be submitted by e-mail to GeneralMeetingService@euroclear.com, or by mail to SkiStar AB, "Annual General Meeting", c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm. If the shareholder is a legal entity, a verified copy of the certificate of registration or an equivalent authority document for the legal entity shall be attached to the advance voting form. The same applies if the shareholder votes in advance by proxy.
For the items on the agenda where the board or the nomination committee have submitted proposals, it is possible to vote Yes or No, which is clearly stated in the advance voting form. A shareholder can also abstain from voting on any item. The shareholder may not provide special instructions or conditions in the voting form. If so, the advance vote is invalid in its entirety. Further instructions and conditions are included in the advance voting form.
Note that shareholders wishing to participate in the AGM through advance voting shall, just as with personal participation, be entered in the share register as per Friday, 2 December, 2022 (and shares registered with an authorised nominee must be re-registered in the shareholder's own name).
Shareholders who do not intend to be present in person at the AGM may – in addition to the above alternative of advanced voting – be represented by a proxy with a written, dated and duly signed power of attorney for the proxy. Such power of attorney is considered to apply for a period of one year after being issued, or longer if clearly stated on the document, up to a maximum of five years. The power of attorney should be sent to the company at the above address in good time prior to the AGM. If the power of attorney has been issued by a legal entity, a certified copy of the legal entity's certificate of registration or equivalent should be attached. The company provides the shareholders with a proxy form, if requested. The proxy form can be found at the company's webpage and can be ordered from the company (see contact details above under the heading Right to participate and registration).
Personal data obtained from the share register kept by Euroclear Sweden AB, notices of attendance at the AGM and information on proxies will be used for registration, preparation of the voting list for the AGM and, where appropriate, the minutes of the AGM. For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The nomination committee of SkiStar AB (publ) consists of Per Gullstrand, appointed by Mats and Fredrik Paulsson including family and company, Anders Moberg, appointed by ACapital SS Holding AB, Niklas Johansson, appointed by Handelsbanken Fonder and Lennart Mauritzson, appointed by Erik Paulsson including family and company. The nomination committee has appointed Per Gullstrand as its chairman. The nomination committee proposes the following.
The nomination committee proposes the AGM to elect the chairman of the board of directors, Anders Sundström, chairman of the AGM.
The nomination committee proposes that the number of members of the board of directors shall be seven, without deputies, for the period until the end of the next AGM.
The nomination committee proposes that total fees for the board of directors, including committee fees, shall amount to SEK 2,810,000 (2,410,000) in total. The fees shall be distributed as follows; SEK 650,000 (550,000) to the chairman of the board of directors and SEK 300,000 (250,000) to each of the other members of the board of directors that are not employed by the company. Fees to the members of the audit committee shall to amount to SEK 240,000 (240,000) in total, of which SEK 120,000 (120,000) to the chairman of the committee and SEK 60,000 (60,000) to each of the other two members of the audit committee. Fees to the members of the remuneration committee shall amount to SEK 120,000 (120,000) in total, of which SEK 60,000 (60,000) to the chairman of the committee and SEK 30,000 (30,000) to each of the other two members of the remuneration committee.
The nomination committee proposes Anders Sundström, Lena Apler, Sara Karlsson, Fredrik Paulsson, Gunilla Rudebjer, Anders Svensson and Vegard Søraunet to be re-elected members of the board of directors. All for the period until the end of the next AGM.
Information about the persons proposed for re-election and the nomination committee's motivated statement is available on the company's website, www.skistar.com/en/corporate.
The nomination committee proposes Anders Sundström be re-elected chairman of the board of directors for the period until the end of the next AGM.
The nomination committee proposes, in accordance with the audit committee's recommendation, that the company shall appoint one registered auditing firm as auditor, without deputies, for the period until the end of the next AGM.
The nomination committee proposes, in accordance with the audit committee's recommendation, that fees to the auditor shall be paid on an on-account basis.
The nomination committee proposes, in accordance with the audit committee's recommendation, that the registered auditing firm Deloitte AB is re-elected as the company's auditor for a period of one year. Deloitte has informed the nomination committee that, should the nomination committee's proposal also be the decision of the AGM, the authorised public accountant, Kent Åkerlund, is to keep the position of auditor-in-charge. Neither the nomination committee's proposal nor the Audit Committee's recommendation has been subject to influence from third parties or has been forced by any contractual terms that restrict the freedom of choice in the auditor's election.
The board of directors proposes that dividends of SEK 3.00 per share, totalling SEK 235,128,168, be distributed. The remaining disposable earnings of SEK 549,286,269 shall be balanced in a new account. The record date for the right to receive dividend shall be Tuesday, 13 December 2022. If the AGM resolves in favour of the proposal, the planned date of payment of dividend via Euroclear Sweden is Friday, 16 December 2022.
The board of directors proposes that the AGM resolves to approve the board of directors' report regarding remuneration to senior management relating to 2021/22 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
The Board of SkiStar AB (publ) recommends that the Annual General Meeting adopt the following guidelines for remuneration of senior executives. The guidelines apply until new guidelines are adopted by the general meeting and are valid for a maximum of four years.
Scope
The guidelines below include the Board of Directors (as applicable), the CEO and other members of Group management, hereinafter referred to as senior executives. The guidelines are applicable to remuneration under new agreements and amendments to remuneration already agreed after adoption of the new guidelines by the AGM. The guidelines do not apply to remuneration decided on by the general meeting.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
SkiStar's vision is to create memorable mountain experiences. As a listed company, SkiStar aims to create value for the Company's shareholders and promote long-term sustainability in all operations. For further information about SkiStar's strategy, long-term interests, including financial and operational targets, and sustainability work, see www.skistar.com/en/corporate and the annual report, which will be available at the same web address no later than three weeks prior to the AGM.
Successful implementation of the Company's business strategy and safeguarding of its long-term interests, including sustainability, are contingent on the Company having qualified employees. SkiStar must therefore be able to offer competitive remuneration. The Company's remuneration structure in accordance with these guidelines must
Variable remuneration covered by these guidelines should aim to promote the Company's business strategy and long-term interests, including sustainability.
Remuneration and forms of remuneration
The total compensation for senior executives must be reviewed regularly, and at least annually, to ensure that it is market-based. To create well-balanced total compensation that strengthens both short and long-term performance management and target achievement, remuneration may include the following components: fixed cash salary, variable remuneration/bonuses including undertaking to acquire shares, pension benefits and other benefits.
Senior executives are to be offered a fixed cash salary that is individualised and market-based in relation to responsibility, competence, performance and regional salary levels. The fixed salary is to be determined annually, to apply during the period September to August.
Senior executives may receive variable cash remuneration/bonuses, based on the current bonus programme for SkiStar's senior executives as decided by the Board for each financial year. Bonuses must be related to measurable criteria defined by the Board, which may be financial or non-financial, qualitative or quantitative, and must be based on factors that support SkiStar's business strategy and long-term interests, including its sustainability, by having a clear link to value creation, committed long-term ownership and SkiStar's development. The criteria may, for example, relate to the Company's performance on earnings per share, return on equity, operating margin and organic growth, measured for each financial year. If the Board considers that the business strategy and the Company's long-term interests, including sustainability, would be better promoted if the criteria were supplemented or changed, these guidelines allow such changes to be made.
The bonus to the CEO may amount to a maximum of 80 percent of 12 times the current monthly salary, which consequently is the bonus cap for the CEO. Bonuses to other senior executives may amount to a maximum of 60 percent of 12 times the current monthly salary, which consequently is the bonus cap for these executives.
The level of fulfilment of the criteria for awarding variable cash remuneration is to be determined at the end of the measurement period. The Remuneration Committee is responsible for the CEO's variable cash remuneration assessment. Where the assessment of target achievement is concerned, the CEO is responsible for the assessment in relation to other senior executives' variable cash remuneration. Financial targets shall be based on the most recent financial report published by the Company.
Should it be established that the criteria for payment of variable cash remuneration have not been met in whole or in part, the Board of Directors has the possibility to decide that variable remuneration is nevertheless to be paid to senior executives on an individual basis in extraordinary circumstances, up to an amount not exceeding half of the bonus cap, i.e. a maximum of 40 percent of 12 times the current monthly salary for the CEO, and a maximum of 30 percent of 12 times the current monthly salary for other senior executives. Such extraordinary arrangements are only to be applied either for the purpose of recruitment or retention, or as remuneration for extraordinary work in addition to the person's regular duties. Decisions on such remuneration are to be taken by the Board of Directors, for both the CEO and other senior executives, on the proposal of the Remuneration Committee. Variable remuneration is paid in October of the year after it was earned.
Under an agreement with the Company, senior executives who receive bonuses must undertake to acquire shares in the Company for long-term ownership (a period of at least three years), investing at least 1/3 of their post-tax bonuses. The purchase price paid for any SkiStar shares acquired by a senior executive during a given vesting year may be included in the amount that the executive has committed to invest in SkiStar shares if a bonus is received for that vesting year. The purpose is to create involvement and engagement by offering senior executives the opportunity to become shareholders in a structured way. Through the criteria that determine the outcome as described above, incentives are created for senior executives to contribute to realisation of the Company's business strategy and safeguarding of the Company's long-term interests, including sustainability, and therefore long-term value creation.
If a senior executive contravenes the above conditions by, for example, prematurely selling shares acquired under said conditions, the senior executive must, in accordance with the agreement with the Company, be required to repay the full amount (including income tax but not social security contributions) paid for the shares acquired.
Senior executives are entitled to pension arrangements under collective agreements and agreements with SkiStar AB. All pension obligations are defined-contribution plans. For the CEO, the Company pays pension contributions corresponding to 30 percent of the pensionable salary. For other senior executives, pension payments are made according to the standard ITP plan. Salary waivers may be used for increased pension provisions through one-time pension premium payments under salary and bonus sacrifice arrangements. The retirement age for senior executives who are Swedish citizens is 65. For others, it is as specified in their own country's pension rules.
Senior executives may be offered car benefits.
Senior executives may be entitled to other benefits such as health insurance as well as the benefits available to other SkiStar employees. The total value of these benefits may not exceed five percent of a senior executive's fixed cash salary.
In addition, the CEO may be entitled to private travel between home and work (including air travel), an official residence in Stockholm including cleaning allowance for the residence, tax return assistance and supplementary health insurance in addition to collectively agreed health insurance. The total value of these benefits may not exceed ten percent of the CEO's fixed cash salary.
Other
Employment conditions for senior executives who are subject to rules other than Swedish rules on pension and other benefits may be duly adjusted to ensure compliance with mandatory rules or established local practice, taking into account the overall purpose of these guidelines as far as possible.
Period of notice and termination benefits
The maximum period of notice is initially 12 months for termination of employment initiated by SkiStar and six months for termination by the senior executive. Termination benefits shall only be paid when termination of employment is initiated by the Company. Termination benefits shall only to be paid up to the date on which the individual in question obtains other employment. Termination benefits are calculated on the fixed cash salary and are not pensionable. Total fixed salary during the period of notice and any termination benefits must not exceed an amount corresponding to the fixed salary for 24 months.
Decision-making process to determine, review and implement the guidelines
The Board's Remuneration Committee is responsible for annually reviewing the need to revise the guidelines prior to the Board's proposal to the AGM (if applicable) for adoption. The Board shall prepare a proposal for new guidelines at least every fourth year and present it to the AGM for resolution. The guidelines shall be valid until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for senior executives, the application of guidelines for remuneration of senior executives and applicable remuneration structures and remuneration levels in the Company. The Board makes decisions on the salary and other terms of employment for the CEO on the basis of proposals from the Remuneration Committee. The CEO makes decisions on the salary and other terms of employment for other senior executives and consults with the Remuneration Committee on these matters. Decisions on possible variable remuneration in extraordinary circumstances are, however, made by the Board for the CEO as well as for other senior executives on the basis of proposals from the Remuneration Committee. The CEO and other senior executives are not present when the Board and the Remuneration Committee consider and make decisions on remuneration-related matters in so far as they are affected by these matters.
Derogation from the guidelines
The Board may, following a proposal from the Remuneration Committee, decide to make a temporary derogation from the guidelines, in whole or in part, if there are particular reasons to do so in an individual case and such derogation is necessary in order to serve the Company's long-term interests, including sustainability, or to ensure the Company's financial viability. As stated above, the Remuneration Committee's tasks include preparation of the Board's decisions in remuneration-related matters. This includes decisions to derogate from the guidelines. Such derogations are to be reported and explained in the subsequent remuneration report.
Salary and terms of employment for other employees
In preparing the Board's proposal for these remuneration guidelines, the salaries and terms of employment for the Company's employees have been taken into account by including information about the employees' total remuneration, the components of the remuneration and the remuneration increase and rate of increase over time in the Board's decision support material for evaluating the reasonableness of the guidelines and limitations set out herein. The remuneration report on paid and outstanding remuneration covered by the guidelines will include a report on the trend regarding the gap between Company management's remuneration and other employees' remuneration.
Changes from previous guidelines
The Board's proposal for guidelines for remuneration of senior executives prior to the 2022 AGM is largely consistent with the guidelines adopted at the 2021 AGM. In the review prior to the 2022 AGM, changes have been made regarding the extended benefit for the CEO, as regards the official residence in Stockholm including cleaning allowance for the residence, clarification of the extended possibility for the Board to decide upon variable remuneration in extraordinary circumstances, and an increased bonus cap for variable remuneration to the CEO, from 60 percent of 12 times the current monthly salary to 80 percent of 12 times the current monthly salary. Furthermore, the possibility has been introduced for senior executives, if a bonus is received, to include the purchase price of SkiStar shares acquired during the vesting year of the current bonus payment in the amount that the executive has committed to invest in SkiStar shares.
More information
On the date of submission of these proposed remuneration guidelines for senior executives, SkiStar did not have any remuneration commitments not due for payment other than ongoing commitments to senior executives in accordance with the remuneration principles adopted at the 2021 AGM. For more information on remuneration at SkiStar, see the remuneration report and the annual report, which are available at www.skistar.com/sv/corporate no later than three weeks prior to the Annual General Meeting.
The board of directors proposes that the AGM authorises the board of directors to resolve upon new issues of shares in accordance with the following.
The board of directors is proposed to be authorized to, on one or several occasions during the period until the next AGM, to resolve on new issues of Class B shares. A new share issue may be made with or without deviation from the shareholders' preferential right. The authorisation shall include the right to resolve on a new share issue with cash payment, payment by contribution in kind or payment by set-off and otherwise subject to conditions as set out in Chapter 2, Section 5, Paragraph 2, 1-3 and 5 of the Swedish Companies Act. Decision pursuant to the authorisation may not result in a new issuance of shares exceeding ten (10) percent of all shares in the company at the time of the AGM's decision on the authorisation. An issue of new shares based on this authorisation must not result in the company's share capital exceeding the company's maximum allowed share capital as set out in the articles of association. Shares shall, in case of deviation from the shareholders' preferential right to subscription, be issued on market terms. The board shall be entitled to determine other terms for the share issue.
The purpose of the authorisation, and the reason for deviation from the shareholders' preferential right if any, is to give the board increased options to, completely or partially, finance any future investments/acquisitions by issuing new shares as payment in connection with agreements on acquisitions alternatively to raise capital for such investments/acquisitions. The board, or anyone appointed by the board, shall be authorised to make such minor adjustments of the resolution of the AGM that may be necessary in connection with registration with the Swedish Companies Registration Office and has the right to otherwise take the measures required to enforce the decision.
The board of directors proposes that the AGM authorises the board of directors to resolve on the acquisition and sales of the company's own shares according to essentially the following.
The board of directors' proposal entails that the board be authorised, until the next AGM of shareholders, to pass resolutions on one or more occasions regarding the acquisition of Class B shares in the company; however, the company's holding may not, at any time, exceed ten percent of the total number of shares in the company. The acquisition of shares shall take place in a regulated market or by an acquisition offer made to all shareholders that hold Class B shares. Acquisition of shares in a regulated market may only take place at a price that is, at any given point in time, within the registered share price interval – that is, the interval between the highest bid price and the lowest selling price. An offer of acquisition made to all shareholders may take place at a price equivalent to the lowest market value at the time of the offer, with a maximum deviation of plus 20 percent.
Furthermore, the proposal by the board of directors entails that the board of directors be entitled to pass resolutions, on one or more occasions until the next AGM, regarding the sale of the company's own shares in a regulated market or in conjunction with the acquisition of companies or operations. The authorisation includes the right to pass resolutions on deviation from the preferential rights of shareholders and resolutions that establish forms of payment other than cash funds, on the basis of in-kind payment, offsetting or on the basis of other conditions. The authorisation may be utilised for the maximum number of shares stipulated in the authorisation to acquire the company's shares. Transfers in a regulated market may only take place at a price that is, at any given point in time, within the registered share price interval. Transfers in connection with acquisitions shall take place at a price which, in all essential manners, corresponds to the market value for the company's share at the time of entering into the acquisition agreement.
These authorisations aim to provide the board of directors with increased scope in working with the company's capital structure and, if deemed appropriate, to facilitate acquisitions. The reason for the deviation from pre-emption rights, with regard to transfers made in conjunction with the acquisition of companies and businesses, is to create alternative forms of payment for such acquisitions. The board, or anyone appointed by the board, shall be authorised to make such minor adjustments of the resolution that may prove necessary in connection with the implementation of the board's resolution on repurchase and transfer of own shares.
The board recommends that the AGM rejects the shareholder proposal under item 23.
Accounting documents, auditor's reports and the complete proposals and statements of the board of directors and the nomination committee pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available to shareholders at least three weeks prior to the AGM, at the company's address: SkiStar AB, Sälfjällsgården, 780 91 Sälen, Sweden, and on the company's webpage: www.skistar.com/en/corporate. Copies of these documents will also be sent, free of cost, by post or e-mail to the shareholders upon request, and upon receipt of a postal or e-mail address and will be available at the AGM.
For valid resolutions in accordance with item 21 and 22 on authorisations for the board of directors, the proposals shall be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Shareholders present at the AGM retain the right to request information regarding matters on the agenda or the company's financial position according to Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
The number of registered shares in the company as per the date of issuance of this notice is a total of 78,376,056, of which 3,648,000 are Class A shares and 74,728,056 are Class B shares. The total number of votes is 111,208,056. The company holds no own shares.
_____________________
Sälen in November 2022
This information was submitted for publication, through the agency of the contact persons set out below, at 3 November 2022, 10.30 a.m. CET.
Stefan Sjöstrand, CEO, tel +46 (0)280 841 60.
Anders Örnulf, CFO, tel +46 (0)280 841 60.
SkiStar AB (publ) is listed on the Mid Cap list of the Nasdaq Stockholm exchange. The Group owns and operates mountain resorts in Sälen, Vemdalen, Åre and Stockholm (Hammarbybacken) in Sweden and in Hemsedal and Trysil in Norway. Operations are divided into three segments: Operation of Mountain Resorts, Property Development & Exploitation and Operation of Hotels. As the leading holiday tour operator for Scandinavia, SkiStar's business concept is to create memorable mountain experiences, develop sustainable destinations, offer accommodation, activities, products and services of the highest quality with our guests in focus. For further information, please visit www.skistar.com/en/corporate.
Attachment
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti