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Scandinavian Tobacco Group A/S: Notice Convening the Annual General Meeting

Company Announcement 6/2018

Copenhagen, 27 March 2018

NOTICE CONVENING THE 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

Thursday, 26 April 2018 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:

  1. Report of the Board of Directors on the Company's activities during the past financial year

  2. Adoption of the audited annual report

    The audited annual report is available on www.st-group.com.

  3. Appropriation of profit or loss as recorded in the adopted annual report

                  The Board of Directors proposes to the general meeting that the Company pays for the financial year 2017 a dividend of DKK 5.75 per share of DKK 1.

  1. Adoption of the remuneration of the Board of Directors and any Board committees

                  The Board of Directors proposes that the remuneration of the Board of Directors for the financial year 2018 (as in 2017) be as follows:

  1. Ordinary members of the Board of Directors shall be paid a base annual fee of DKK 400,000
  2. The chairman shall receive three times the base annual fee
  3. The vice-chairman shall receive 1.75 times the base annual fee
  4. The chairman of the Audit Committee shall receive a fee corresponding to 75 percent of the base annual fee
  5. Other members of the Audit Committee shall receive a fee corresponding to 37.5 percent of the base annual fee
  6. The chairman of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 25 percent of the base annual fee
  7. The members of each of the Remuneration Committee and Nomination Committee shall receive a fee corresponding to 12.5 percent of the base annual fee

    The fees for the chairmen and members of the committees are in addition to their fee as chairman, vice-chairman or member of the Board of Directors.

     
  8. Election of members to the Board of Directors

                  Pursuant to Article 11.1 of the Articles of Association, all members of the Board of Directors elected by the general meeting are elected for one year at a time. The Board of Directors has received notice that Henning Kruse Petersen wishes to resign from the Board of Directors.
The Board of Directors proposes re-election of the following Board members:
Nigel Northridge (Chairman), Henrik Brandt (Vice-chairman), Søren Bjerre-Nielsen, Dianne Neal Blixt and Luc Missorten. The Board of Directors proposes election of Anders Obel as new member 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).

  1. Election of auditor(s)

                  Pursuant to Article 16.1 of the Articles of Association, the auditor elected by the general meeting is up for election. The Board of Directors proposes to re-elect PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab in accordance with the Audit Committee's recommendation. The Audit Committee has not been influenced by any third party and no clause of a contract entered into with a third party has been imposed upon it, which restricts the general meeting's choice of certain auditors or audit firms.

  1. 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 2018 at 11.59 pm (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 on the Investor Portal at the Company's website, www.st-group.com, or by printing the admission card order form found on the website and submitting it to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk no later than 23 April 2018 11.59 pm.


Admission card
Admission cards will be issued electronically only. Thus, admission cards will not be distributed by ordinary mail. Please register the email address, to which the electronic admission card should be sent, on the Investor Portal at the Company's website, www.st-group.com, when you request the admission card.

Shareholders who have ordered admission cards for the general meeting have the following options:

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 Investor Portal on the Company's website www.st-group.com, or by printing the proxy form at the website and submitting it, duly signed and dated, to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk. The proxy must be submitted so that it is received no later than 23 April 2018 at 11.59 pm.

Shareholders may also vote by post directly on the Investor Portal on the Company's website, www.st-group.com, no later than 25 April 2018 at 11.59 pm. Alternatively, shareholders can submit the printed, signed and dated postal vote form found at the website to Computershare A/S, Lottenborgvej 26D, 2800 Kongens Lyngby, telefax +45 4546 0998, e-mail gf@computershare.dk. Vote by post must be received by Computershare A/S no later than 25 April 2018 at 11.59 pm. Once a vote by post has been received, 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 Associations afford 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 23 April 2018 at 11.59 pm.

Scandinavian Tobacco Group A/S

The Board of Directors

For further information, please contact:


For investor enquiries:
Torben Sand, Head of Investor Relations
phone: +45 7220 7126 or torben.sand@st-group.com


For media enquiries:
Simon Mehl Augustesen, Director of Group Communications
phone: +45 5084 7211 or simon.augustesen@st-group.com


CANDIDATES FOR THE BOARD OF DIRECTORS

Nigel Northridge (Chairman)
Independent
Born in 1956
Nationality: Irish
Joined the board in 2016 and was elected Vice-Chairman in 2016 and Chairman in 2017. Chairman of the Remuneration Committee and the Nomination Committee.
Competencies:

Selected former employment positions:

Educational background:

Directorships and other offices:

Henrik Brandt
Independent
Born in 1955
Nationality: Danish
Joined the board in 2017 and was elected Vice-chairman in 2017. Member of Remuneration Committee and Nomination Committee.
Competencies:

Selected former positions:

Educational background:

Directorships and other offices:

Søren Bjerre-Nielsen
Independent
Born in 1952
Nationality: Danish
Joined the board in 2016. Chairman of the Audit Committee, member of the Remuneration Committee and Nomination Committee
Competencies:

Selected former positions:

Educational background:

Directorships and other offices:

Dianne Neal Blixt
Independent
Born in 1959
Nationality: American
Joined the board in 2016. Member of the Audit Committee

Competencies:

Selected former positions:

Educational background:

Directorships and other offices:

Luc Missorten
Independent
Born in 1955
Nationality: Belgian
Joined the board in 2016. Member of the Audit Committee
Competencies:

Selected former positions:

Educational background:

Directorships and other offices:

Anders Obel
Independent
Born in 1960
Nationality: Danish
Compentencies:

Selected former positions:

Educational background:

Directorships and other offices:

Notice general assembly 2018, 27 March 2018



This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq 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

Attachments

Notice general assembly 2018, 27 March 2018