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Notice Convening the Annual General Shareholders’ Meeting of SAS AB (publ)

March 21, 2006 07:30

Please find attached notice convening the Annual General Shareholders’ Meeting of SAS AB on Thursday 20 April 2006.

The notice is also available on the internet, www.sasgroup.net

SAS GROUP INVESTOR RELATIONS
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[Unauthorized translation]

Notice Convening the Annual General Shareholders’ Meeting of
SAS AB (publ)

Shareholders in SAS AB (publ) (referred to herein as “the Company”) are hereby invited to attend the Annual General Shareholders’ Meeting on Thursday, April 20, 2006.

The Annual General Shareholders’ Meeting will be held at SAS’s head office, Frösundaviks allé 1, Solna, at 3:00 p.m. Shareholders are also entitled to participate in the Annual General Shareholders’ Meeting over a telecommunications link at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, Copenhagen, at 3:00 p.m. and at the Radisson SAS Plaza Hotell, Sonja Henies plass 3, Oslo, at 3:00 p.m.

The Meeting venues will open at 1:30 p.m. to enable participants to take part of presentations about the SAS Group operations.
Registration of participants at the Annual General Shareholders’ Meeting ends when the Meeting is called to order.

Instructions to holders of shares registered with VPC AB, the Swedish Central Securities Depository (other than holders of shares registered with Værdipapirscentralen (VP), the Danish Central Securities Depository or with Verdipapirsentralen (VPS), the Norwegian Central Securities Depository)

Shareholders wishing to attend the Annual General Shareholders’ Meeting must be registered in the shareholder register maintained for the Company by VPC AB on Wednesday, April 12, 2006.

Shareholders whose shares are registered in the name of a nominee must temporarily have their shares reregistered in their own names to be entitled to participate in the Annual General Shareholders’ Meeting. This reregistration process with VPC AB must be completed by no later than Wednesday, April 12, 2006. This means that shareholders must notify their nominees in sufficient time prior to this date.

Notification of attendance of the Annual General Shareholders’ Meeting must be submitted to the Company no later than 4:00 p.m. on Wednesday, April 12, 2006 at the following address: SAS AB (publ), Attn: SAS Group Investor Relations, Agneta Kampenborg Ekström/STOUU, SE-195 87 Stockholm. Notification may also be done by telephone at +46 (0)8-797 12 93 on weekdays between 9:00 a.m. and 3:00 p.m., by fax, at +46 (0)8-797 51 10 or over the Internet at www.sasgroup.net under Investor Relations/Corporate Governance.

Instruction to holders of shares registered with VP in Denmark
Shareholders wishing to attend the Annual General Shareholders’ Meeting must contact Nordea Bank Danmark A/S (Nordea Danmark) by letter addressed to Issuer Services, P.O. Box 850, DK-0900 Copenhagen C, by phone at +45 33 33 33 01 or by fax at +45 33 33 10 31, no later than 3:00 p.m. on Tuesday, April 11, 2006. The following rules also apply to participation:

Shareholders wishing to attend the Annual General Shareholders’ Meeting must be registered in the shareholder register maintained for the Company by VPC AB in Sweden on Wednesday, April 12, 2006.

Thus, shareholders who acquired their shares in Denmark must request that Nordea Danmark temporarily reregister the shares in the shareholder’s own name with VPC AB in Sweden to be entitled to participate in the Annual General Shareholders’ Meeting. Notification of participation at the Annual General Shareholders’ Meeting with a request for such reregistration must be submitted in sufficient time and no later than 3:00 p.m. on Tuesday, April 11, 2006, to Nordea Danmark at the address above. Forms for notification of attendance are available from Nordea Danmark. Shareholders who have questions regarding the Annual General Shareholders’ Meeting’s Copenhagen venue may also contact Bente Lemire, SAS AB/Sekretariat Generalforsamling at +45 23 22 45 45.

The reregistration application must include the account-operating institution in Denmark (with the custody account number) with which the shareholder’s shares are deposited.

Shareholders whose shares are already registered in their own name with VPC AB in Sweden may send in notification of their attendance at a later date, but no later than 4:00 p.m. on Wednesday, April 12, 2006, in the manner prescribed above.

Instruction to holders of shares registered with VPS in Norway
Shareholders wishing to attend the Annual General Shareholders’ Meeting must contact Nordea Bank Norge ASA (Nordea Norge) by letter addressed to Custody Services/Issuer Services, P.O. Box 1166 Sentrum, NO-0107 Oslo, or by fax at +47 22 48 49 90, no later than 3:00 p.m. on Tuesday, April 11, 2006. The following rules also apply to participation:
Shareholders wishing to attend the Annual General Shareholders’ Meeting must be registered in the shareholder register maintained for the Company by VPC AB in Sweden on Wednesday, April 12, 2006.

Thus, shareholders who acquired their shares in Norway must request that Nordea Norge temporarily reregister the shares in the shareholder’s own name with VPC AB in Sweden to be entitled to participate in the Annual General Shareholders’ Meeting. Notification of participation at the Annual General Shareholders’ Meeting with a request for such reregistration must be submitted in sufficient time and no later than 3:00 p.m. on Tuesday, April 11, 2006, to Nordea Norge at the address above. Forms for notification of attendance are available from Nordea Norge.

Shareholders whose shares are already registered in their own name with VPC AB in Sweden may send in notification of their attendance at a later date, but no later than 4:00 p.m. on Wednesday, April 12, 2006, in the manner prescribed above.

Instructions applicable to all shareholders
Notification of attendance should state the participant’s attendance venue.

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 Shareholders’ Meeting. Assistants to shareholders will be admitted to the Annual General Shareholders’ Meeting only if the shareholder reports the number of assistants in accordance with the notification instructions provided above for shareholder participation in each country.

Shareholders represented by proxy must issue a dated written proxy for their representatives. The original of the proxy should be submitted to the Company in sufficient time prior to the Annual General Shareholders’ Meeting at one of the addresses provided in this notice.

Representatives of a legal entity must also submit a witnessed copy of the registration certificate or equivalent authorizing documentation.
Owing to the intervening Easter weekend, participant’s cards are expected to reach shareholders who have submitted notification of their attendance of the Meeting by April 18-19.

For the Annual General Shareholders’ Meeting a list is to be prepared of current shareholders, representatives and assistants with details on the number of shares and votes each shareholder or representative represents at the Meeting (list of shareholders). A list of shareholders, representatives and assistants who have submitted notification of their attendance with the stated details (list of participants) will be distributed on admission.

Proposed agenda
1. Meeting is called to order.
2. Election of a Chairman for the Meeting.
3. Preparation and approval of the list of shareholders.
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 the consolidated accounts.
8. Presentation of the Auditor’s Report on the Parent Company and the Group.
9. Address by the Chairman of the Board including a report on the work of the Board, the Remuneration Committee and the Audit Committee, followed by the President’s address and in conjunction with this the opportunity for shareholders to put questions to the Board and Group Management.
10. Decision on the approval of the statement of income and balance sheet and the consolidated statement of income and consolidated balance sheet.
11. Decision on the application of the Company’s earnings for the year in accordance with the approved balance sheet.
12. Decision on discharge from liability for the members of the Board and President.
13. Proposed amendments to the Articles of Association.
14. Decision on the number of Board members.
15. Determination of Directors’ fees.
16. Election of the Board of Directors.
17. Election of the Chairman of the Board.
18. Determination of Auditor’s fees.
19. Proposal on the mandate for the Nomination Committee.
20. Election of the Nomination Committee.
21. Proposal on remuneration policies and other terms of employment for Company management
22. Meeting is adjourned.

Proposals, etc.
The Nomination Committee – comprising Jonas Iversen (Chairman), Ministry of Industry, Employment and Communications, for the Swedish government, Jacob Heinsen, Ministry of Finance, for the Danish Government, Reier Søberg, Ministry of Trade and Industry, for the Norwegian government, Palle Olsen for Pen-Sam Liv Forsikringsaktieselkab, Mathias Pedersen for the Knut and Alice Wallenberg Foundation, Lars Tronsgaard, National Insurance Scheme Fund and Jarl Ulvin for Odin Forvaltning – proposes the following on agenda Items 2 and 14-20.

2. Election of a Chairman for the Meeting.
The Election Committee proposes that attorney Claes Beyer be elected Chairman of the Annual General Shareholders’ Meeting.

11. Decision on the application of the Company’s earnings for the year in accordance with the approved balance sheet.
The Board proposes that no dividend be paid for the year 2005.

13. Amending the Articles of Association.

In light inter alia of the fact that a new Swedish Companies Act (SFS 2005:551) has entered into force on January 1, 2006, the Board proposes that the Articles of Association be amended as follows:

(a) That Article 5 be amended so that the provision states the lowest and highest number of shares into which the share capital shall be divided.

(b) That Article 6 be amended so that the information that members of the Board of Directors are elected for the period until the next Annual General Shareholders’ Meeting is deleted, since this follows from the new Swedish Companies Act.

(c) That Article 7 be amended so that the information on the term of the auditors’ appointment is deleted, to make it possible for an auditor elected for a four-year term to be reelected for a three-year term.

(d) That Articles 9 and 13 be amended so that the existing term translated as Annual General Shareholders’ Meeting, “ordinarie bolagsstämma,” is replaced by “årsstämma” in line with the proposed new wording.

(e) That Article 11 be amended so that the notice of a Shareholders’ Meeting shall be made by an announcement only in Post- och Inrikes Tidningar and Svenska Dagbladet, and, if the Board so decides, in Danish in Berlingske Tidende or another nationwide Danish newspaper and in Norwegian in Aftenposten or another nationwide Norwegian newspaper. Article 11 shall further be amended so that the provision in paragraph two on the date of the notice is deleted, since this appears in the Companies Act, and that the terms for participation in the Shareholders’ Meeting be amended so that in order to attend, shareholders must be included in the share register no later than five working days prior to the Meeting as well as notify the Company in the manner prescribed by the notice.

(f) That Article 14 on the Company’s proviso on the share register be amended to the following wording: “Bolaget skall vara ett avstämningsbolag och bolagets aktier skall vara registrerade i ett avstämningsregister enligt lagen (1998:1479) om kontoföring av finansiella instrument.” The Company shall be a CSD (central securities depository)-registered company and the Company’s shares shall be registered in a CSD register pursuant to the Financial Instruments Accounts Act (SFS 1998:1479.
A decision in favor of the Board’s proposal under this Item 13 requires the assent of shareholders representing 2/3 of votes cast as well as of the shares represented at the Meeting.

14. Decision on the number of Board members.
The Nomination Committee proposes that the number of Board members elected by the Shareholders’ Meeting be seven.

15. Determination of Directors’ fees.
The Nomination Committee proposes that the fees for the period until the end of the next Annual General Shareholders’ Meeting be SEK 540,000 for the Chairman of the Board, SEK 375,000 for the Vice Chairman and SEK 280,000 to each of the other Board members elected by the Shareholders’ Meeting.
With regard to fees for employee representatives on the Board, the Nomination Committee proposes that the Board be tasked with determining such fees within the framework of established practice that has applied until now at SAS.

16. Election of Board members.
The Nomination Committee recommends the reelection of Egil Myklebust, Berit Kjøll, Timo Peltola, Fritz. H. Schur, Anitra Steen and Jacob Wallenberg. Lars Rebien Sørensen has declined reelection and as a consequence thereof, the Nomination Committee recommends the election of Jens Erik Christensen, born in 1950, CEO of Codan A/S, Codan Forsikring A/S and Trygg-Hansa Försäkrings AB and a Danish national. Christensen is also Chairman of the Board of Forsikring & Pension and a member of the Board of Falck A/S.

17. Election of the Chairman of the Board.
The Nomination Committee recommends that Egil Myklebust be elected Chairman of the Board.

18. Determination of Auditor’s fees.
The nomination committee proposes that the fees for the Company’s auditors be paid as invoiced.
At the 2005 Annual General Shareholders’ Meeting, the registered accounting firm Deloitte AB was elected auditor for the period until the end of the 2009 Annual General Shareholders’ Meeting.

19. Proposal on the mandate for the Nomination Committee.
The Nomination Committee proposes that a Nomination Committee be elected that is tasked to make proposals and other recommendations to be decided at the 2007 Annual General Shareholders’ Meeting:
– Chairman of the Annual General Shareholders’ Meeting
– Determination of the number of Board Members
– Board members and Chairman
– Directors’ fees, divided among the Chairman, Vice Chairman, other members and any remuneration for work on Board committees.
– Auditor’s fee
– Nomination Committee for the 2008 Annual General Shareholders’ Meeting

20. Election of the Nomination Committee.
It is recommended that a Nomination Committee be elected as follows:

(a) The Nomination Committee shall comprise six members.

(b) The Nomination Committee shall comprise the following shareholder representatives: Jonas Iversen, Ministry of Industry, Employment and Communications, for the Swedish government; Jacob Heinsen, Ministry of Finance, for the Danish government; Reier Söberg, Ministry of Trade and Industry, for the Norwegian government; Mathias Pedersen for the Knut and Alice Wallenberg Foundation; Jarl Ulvin for Odin Forvaltning; and Henrik Michael Normann for Den Danske Bank.

(c) The Nomination Committee shall elect its own chairman.

(d) A shareholder represented by a member on the Nomination Committee is entitled to replace this member with another who will serve instead on the Nomination Committee. The Nomination Committee shall without delay inform the Company of such replacements for notification by the Company.

(e) If a shareholder who is represented by a member on the Nomination Committee substantially reduces his shareholding in the Company, his member shall vacate his seat on the Nomination Committee. Instead, after consultation among the other members of the Nomination Committee, another major shareholder in terms of votes shall designate a representative to serve as a new member of the Nomination Committee. The Nomination Committee shall without delay inform the Company of this for notification by the Company.

(f) No fee shall be paid to the members of the Nomination Committee. The Nomination Committee shall be entitled to charge the Company for costs of recruitment consultants or other external costs required for the Nomination Committee to perform its tasks.

21. Remuneration policies and other terms of employment for Company management
The primary intent of the Board’s recommended remuneration policies and other terms of employment for Company management is that the Company shall endeavor to offer its senior executives market remuneration, individual and differentiated and tailored to national conditions. Remuneration policies shall be characterized by predictability, with regard to costs to the Company as well as the benefits to the individual affected and be based on factors such as qualifications, experience, responsibility and performance.

The remuneration policies recommended below are in accordance with those that applied during 2005.

Company management refers to the President and CEO and the other members of Group Management.
Remuneration, which constitutes the individual’s total compensation, shall consist of the following components:
• a fixed base salary, which may be reevaluated each year
• variable salary component consisting of a variable salary and earnings-based salary
• pension benefits
• other benefits and severance terms

For the President, the maximum outcome of the variable salary component is 50% of his base salary. For the rest of Company management, the size of the variable salary component varies depending on position and contract between 40% and 50% of the relevant base salary.

The variable salary, which comprises 75- 80% of the variable salary component, depends on the senior executive’s achievement of quantitative and qualitative business and personal targets that are set annually in a target contract. For the President and one of the members of Group Management, the maximum variable salary can amount to 37.5% of the relevant base salary, whereas the maximum variable salary for the rest of Group Management amounts to 32%.

The earnings-based salary, which depends on the SAS Group’s earnings, represents 20%-25% of the variable salary component. A maximum earnings-based salary of 8.0% of the base salary may be paid (for the President and one additional member of Group Management, 12.5%). An earnings-based salary is never paid if the SAS Group’s earnings are negative.

The retirement age for the President is 65 and 60 for the other persons in Group Management. The pension benefits for the President and three members of Group Management are defined-benefit, in which the pension amounts to 70% of the pensionable salary up to 30 basic amounts and 35% of pensionable salary in excess of that amount. On the basis of contracts, two members of Group Management have a defined-contribution pension plan, in which a fixed percentage, approx. 20%, of the pensionable salary is paid into the pension. The Board is not recommending any changes regarding pension benefits.

Other benefits, which include a company car and health insurance, and severance terms, such as notice period and severance pay, shall be on market terms.

____________________
The Board’s complete proposals under agenda Items 13 and 21 as well as information on the Board members and actions on the Annual Report recommended by the Nomination Committee are available at the Company’s head office, Frösundaviks allé 1, Solna, Sweden, and on the Company’s website (www.sasgroup.net under Investor Relations/Corporate Governance/General Meetings) and will be available in the Meeting venues on the day of the Shareholders’ Meeting.
____________________
Stockholm, March 2006
SAS AB (publ)
Board of Directors

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