Listed below are the Articles of Association for Rezidor Hotel Group AB (publ), with Corporate Registration Number 556674-0964, adopted at the Annual General Meeting on 16 April 2010.
Adopted at annual general meeting on 16 April 2010
ARTICLES OF ASSOCIATION
The name of the Company is Rezidor Hotel Group AB (publ). The Company is a public company.
The Board shall have its registered office in Stockholm.
The objects of the Company are to own shares in hotel companies and real properties, directly or indirectly, to operate or by contract grant to a third party the operation of hotel- and accommodation business and other activity compatible therewith.
The accounting currency of the company shall be Euro.
The share capital shall be not less than 5,000,000 Euro and not more than 20,000,000 Euro, divided into not less than 150,000,000 and not more than 600,000,000 shares.
The shares of the Company shall be registered in a public register in accordance with the Swedish Law on Balanced Accounts for Financial Instruments (lag (1998:1479) om kontoföring av finansiella instrument).
The Board of Directors shall consist of no less than three (3) ordinary members and no more than fifteen (15) ordinary members. The Board of Directors shall be elected at the annual general meeting for a period until the end of the next annual general meeting.
For the purpose of auditing the Company’s annual report and accounts, as well as the management by the Board of Directors, one auditor in charge with an alternate auditor, or one registered firm of auditors, shall be appointed at the annual general meeting of the shareholders. The mandate as the Company’s auditor shall expire at the end of the annual general meeting held at the fourth (4) financial year after the election of the auditor.
Notices convening meetings of the shareholders shall be effected by public announcement in the Swedish Official Journal (Post- och Inrikes Tidningar) and on the company’s website. That notice has been made shall be published in the Swedish daily newspaper Svenska Dagbladet.
Notice of ordinary meetings of the shareholders and extraordinary meetings concerning changes to the Company’s articles of association shall be effected no earlier than six weeks and no later than four weeks prior to the meeting. Notices for other extraordinary meetings of shareholders shall be effected no earlier than six weeks and no later than three weeks before the meeting.
In order for a shareholder to be entitled to attend a shareholders’ meeting, such shareholder must first be registered in the transcript of the Company’s share ledger reflecting the ownership conditions five week days before the meeting and must further give notice of attendance to the Company no later than four o’clock p.m. on such last day as is indicated in the notice convening the shareholders’ meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Years Eve and may not be a day falling earlier than the fifth week day before the day of the shareholders’ meeting.
The Company shall have one annual general meeting of the shareholders to be held in Stockholm before the end of the month of June each year.
The following matters shall be addressed at the annual general meeting of the shareholders.
- Election of a Chairman for the meeting and keeper of the meeting.
- Election of one or two persons to attest the correctness of the minutes.
- Preparation and adjustment of the voting register.
- Approval of the Board’s proposal for the agenda.
- Examination of whether or not the meeting has been duly convened.
- Presentation of the annual report and auditor’s report, and where applicable, the consolidated Group accounts and auditor’s report for the consolidated Group accounts.
- Resolutions in respect of
a) adoption of the profit and loss account and balance sheet and, where applicable, the consolidated profit and loss account and consolidated balance sheet,
b) allocation of the Company’s profit and loss in accordance with the adopted balance sheet,
c) discharge from liability of the directors and the Chief Executive Officer.
- Where applicable, determination of fees for the members of the Board of Directors and fees for the auditors.
- Election of the Board of Directors.
- Where appropriate, election of auditor and deputy auditor.
- Other matter to be dealt with at the meeting pursuant to the Companies Act or the Articles of Association.
Each owner of shares in the company is entitled to vote for the full amount of such shares at a meeting of shareholders, without any voting limitations.
Votes at the shareholder’s meeting will be effected by open voting, unless the meeting decides on secret voting.
The Company’s financial year shall be the calendar year.