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 11, 2021 at 2 pm CET at Experium in Lindvallen, Sälen. Registration for the AGM will take place from 1.30 pm CET.

General information prior to the AGM

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 (postal voting). If you who are registered for the meeting experience disease symptoms, SkiStar wishes you to refrain from attending. This year serving of lunch will not take place in connection with the AGM. Instead, shareholders will be offered the opportunity to participate in a tour of SkiStar Lodge Hundfjället which opens to guests on December 9. The tour will take place on the morning of December 11. For more information and registration, see www.skistar.com/en/corporate.

SkiStar will, if necessary, update the above information and ask everyone who intends to attend the meeting to stay updated via the company's website: www.skistar.com/en/corporate.

Right to participate and registration

Shareholders wishing to participate in the AGM shall both be entered in the share register administered by Euroclear Sweden AB as per Friday, 3 December 2021 and register their intention to participate in the AGM no later than on Tuesday, 7 December 2021. Registration of participation in the AGM can be submitted

• at the company’s webpage www.skistar.com/en/corporate,
• by e-mail to GeneralMeetingService@euroclear.com (with reference “SkiStar AB Annual General Meeting”)
• in writing to SkiStar AB, ”Annual General Meeting”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, or
• by telephone: +46 (0)8 402 91 33 (Monday-Friday, 9 am-4 pm CET).

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.

Nominee Registration

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, 7 December 2021, 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.

Advance voting (postal voting)

Shareholders who are natural persons 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 the meeting. The completed voting form must be received by Euroclear Sweden AB no later than on December 7 2021. The advance voting form, with any attached authorisation document, are to be submitted via 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 to the advance voting form shall be attached. 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, December 3, 2021 (and shares registered with an authorised nominee must be re-registered in the shareholder’s own name) and register their intention to participate in the AGM no later than on Tuesday, December 7, 2021.

Proxy and Proxy form

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 dated, written and duly signed power of attorney for the proxy. Such a 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. This 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 required. 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).

Processing of personal data

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.

Proposed agenda

1. Opening of the meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of proposed agenda
5. Election of two persons to verify the minutes
6. Confirmation that the meeting has been duly convened
7. Presentation by the CEO
8. Presentation of the submitted annual report and auditor’s report, as well as the consolidated financial statements and auditor’s report for the consolidated accounts
9. Resolution regarding adoption of the income statement and balance sheet, and the consolidated income statement and consolidated balance sheet
10. Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet
11. Resolution regarding the discharge from liability for the members of the Board of Directors and the CEO with regard to the financial year 2020/21
12. Resolution regarding the number of members and deputy members of the Board of Directors to be elected by the AGM
13. Resolution regarding the fees for the members of the Board of Directors
14. Election of members of the Board of Directors
15. Election of Chairman of the Board of Directors
16. Resolution regarding the number of auditors and deputy auditors
17. Resolution regarding the fees for the auditor
18. Election of auditor
19. Resolution regarding principles for appointment of members to the Nomination Committee including instructions for the Nomination Committee
20. Resolution regarding approval of the Board of Directors’ remuneration report for 2020/21
21. Resolution regarding the guidelines for remuneration to senior management
22. Resolution regarding authorization for the Board of Directors to resolve on new share issues
23. Resolution on authorization providing the Board of Directors with the right to pass resolutions regarding acquisitions and sales of the company’s own shares
24. Closing of the AGM

Proposed resolutions

The Nomination Committee’s proposals

The nomination committee of SkiStar AB (publ) consists of Per Gullstrand, appointed by Mats and Fredrik Paulsson including family and company, Lennart Mauritzson, appointed by Erik Paulsson including family and company, Niklas Johansson, appointed by Handelsbanken Fonder and Marianne Nilsson, appointed by Swedbank Robur Fonder. The nomination committee has appointed Lennart Mauritzson as its chairman. The nomination committee proposes the following.

2. Election of Chairman of the Meeting

The nomination committee proposes the AGM to elect the chairman of the board of directors, Eivor Andersson, chairman of the AGM.

12. Resolution regarding the number of members and deputy members of the Board of Directors to be elected by the AGM

The nomination committee proposes that the number of members of the board of directors shall be six, without deputies, for the period until the end of the next AGM.

13. Resolution regarding the fees for the members of the Board of Directors

The nomination committee proposes that total fees for the board of directors, including committee fees, shall amount to a total of SEK 2,160,000 (1,900,000). The fees shall be distributed as follows; SEK 550,000 (500,000) to the chairman of the board of directors and SEK 250,000 (220,000) 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 (200,000) in total, of which SEK 120,000 (100,000) to the chairman of the committee and SEK 60,000 (50,000) 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 (100,000) in total, of which SEK 60,000 (50,000) to the chairman of the committee and SEK 30,000 (25,000) to each of the other two members of the remuneration committee.

14. Election of members of the Board of Directors

The chairman of the board, Eivor Andersson, has informed the nomination committee that she is declining re-election. The nomination committee proposes Lena Apler, Sara Karlsson, Fredrik Paulsson, Gunilla Rudebjer and Anders Sundström to be re-elected members of the board of directors. Furthermore, Anders Svensson is proposed to be elected as new member of the board of directors. All for the period until the end of the next AGM.

Information on the proposed new member of the board of directors

Anders Svensson
Born: 1964. Anders is CEO of ICA Sverige AB and vice president of ICA Gruppen AB. Other significant professional commitments: Chairman of the board of Svensk Handel AB and Stadium AB and board member of Svenskt Näringsliv, Svensk Dagligvaruhandel Ekonomisk förening and ICA Banken AB. Principle education and professional experience: Bachelor in Business Administration. Former senior vice president of Arla Foods Consumer Nordic and CEO of Arla Foods Sweden as well as various roles in Procter & Gamble Nordic and Procter & Gamble UK, including as logistics director Nordic and sales director Sweden. Independence: Independent in relation to the company, the company management and to larger shareholders. Shareholding in SkiStar: 0.

Information about the persons proposed for re-election etc.
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.

15. Election of Chairman of the Board of Directors

The nomination committee proposes Anders Sundström be elected chairman of the board of directors, for the period until the end of the next AGM.

16. Resolution regarding the number of auditors and deputy auditors

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.

17. Resolution regarding the fees for the auditor

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.

18. Election of auditor

The nomination committee proposes, in accordance with the audit committee’s recommendation, that the registered auditing firm PricewaterhouseCoopers AB (PWC) is re-elected as the company’s auditor for a period of one year. PWC has informed the nomination committee that, should the nomination committee’s proposal also be the decision of the AGM, that the authorised public accountant, Camilla Samuelsson, 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.

19. Resolution regarding principles for appointment of members to the Nomination Committee including instructions for the Nomination Committee

Principles for appointing of members to the nomination committee, including instructions for the nomination committee, were established at the latest at the 2019 AGM. The nomination committee proposes that the AGM resolves on a minor correction of the said principles, as well as a supplement according to essentially the following.

• The composition of the nomination committee shall be published at least six months prior to the AGM. is changed to: The composition of the nomination committee shall be announced at least six months prior to the AGM on the company’s website.
• The following shall be added after the description of how the nomination committee is appointed: If a significant change occurs in the ownership structure after the composition of the nomination committee has been determined, and if the nomination committee so decides, the composition of the nomination committee shall be changed in accordance with the procedure described above. Changes in the composition of the nomination committee shall be announced on the company's website. The last date for changes in the composition of the nomination committee is three months before the AGM. If there is a significant change in the ownership structure later than three months before the AGM, the nomination committee may decide that a new owner/owner group among the four largest shareholders in terms of number of votes shall have the right to nominate one person to be co-opted to the nomination committee.

In other respects, the principles for appointing members to the nomination committee, including instructions for the nomination committee, shall remain unchanged. The proposed new wording is available in its entirety on the company's website, www.skistar.com/en/corporate.

The Board of Director’s proposals

10. Resolution regarding the appropriation of the company’s profit according to the adopted balance sheet

The board of directors proposes that dividends of SEK 1.50 per share, totalling SEK 117,564,084, be distributed. The record date for the right to receive dividend shall be Tuesday, December 14, 2021. If the AGM resolves in favour of the proposal, the planned date of payment of dividend via Euroclear Sweden is Friday, December 17, 2021.

20. Resolution regarding approval of the Board of Directors’ remuneration report for 2020/21

The board of directors proposes that the AGM resolves to approve the board of directors’ report regarding remuneration to senior management relating to 2020/21 pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

21. Resolution regarding the guidelines for remuneration to senior management

The board of directors proposes that the AGM adopts the following guidelines for remuneration to senior management. 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 the Group management, hereinafter referred to as senior management. 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 to promote long-term sustainability in all operations.

Further information about SkiStar's strategy, long-term interests including financial and operational targets, as well as sustainability work, see www.skistar.com/en/corporate and the annual report, which is available on the said website 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 its sustainability, are contingent on the Company having qualified employees. SkiStar must therefore be able to offer competitive compensation. The Company’s remuneration structure in accordance with these guidelines shall

• contribute to a consensus between senior management and shareholders in terms of the long-term perspective of the operations, including promotion of the Company’s business strategy, long-term interest and sustainability,
• ensure that senior management receive remuneration that is on market conditions and competitive, enabling the company to recruit, motivate and retain competent employees,
• require senior managements’ compliance with the company’s code of conduct, policies and directives, and
• offer a salary based on the company’s financial targets and senior executives’ individual responsibility, competence, performance, duties, experience and position.

Variable remuneration covered by these guidelines shall aim to promote the company's business strategy and long-term interests, including sustainability.

Remuneration and forms of remuneration

The total compensation for senior management shall 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.

Fixed cash salary
Senior executives shall be offered a fixed cash salary that is individualised and market-based in relation to responsibility, competence, performance and regional salary level. The fixed salary shall be determined annually, to apply for the period September to August.

Variable remuneration/bonus including undertaking to acquire shares
Senior management may receive variable cash remuneration/bonuses, based on the current bonus programme for SkiStar’s senior management as decided by the board for each financial year. Bonuses shall be related to measurable criteria defined by the board with regard 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 senior managements’ bonuses may amount to a maximum of 60 percent of the current monthly salary x 12, which consequently constitutes the bonus cap.

The level of fulfilment of the criteria for awarding variable cash remuneration shall be determined at the end of the measurement period. The remuneration committee is responsible for the CEO’s variable cash remuneration assessment. The CEO is responsible for other senior managements’ variable cash remuneration assessment. Assessment of financial targets shall be based on the most recent financial report published by the company. Variable remuneration is paid in October of the year after it was earned.

Under an agreement with the company, senior management who receive bonuses shall 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 purpose is to create involvement and engagement by offering senior management the opportunity to become shareholders in a structured way. Through the criteria that determine the outcome as described above, incentives are created for senior management to contribute to realisation of the company’s business strategy and safeguarding of the company’s long-term interests, including sustainability, and therefore to long-term value creation.

If a senior management member contravenes the above conditions by, for example, prematurely selling shares acquired under said conditions, the senior manager shall, 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.

Pension benefits
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 management members, pension payments are made according to the standard ITP plan. Salary waivers can be used for increased pension provisions through one-time pension premium payments under salary and bonus change arrangements. The retirement age for senior management who are Swedish citizens is 65. For others, it is as specified in their own country’s pension rules.

Car benefits
Senior management may be offered car benefits.

Other benefits
Senior management may be entitled to other benefits in form of e.g. health insurance and the benefits that apply to other SkiStar employees. The total value of such benefits may not exceed five percent of a senior management member’s fixed cash salary.

In addition, the CEO may be entitled to private travel between home and work (including air travel), tax return assistance and supplementary health insurance in addition to the collectively agreed health insurance. The value of such benefits may in total amount to a maximum of five percent of the fixed cash salary for the CEO.

Other
Employment conditions for senior management members 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, considering the overall purpose of these guidelines as far as possible.

Period of notice and termination benefits

Upon termination of employment, the notice period on the part of SkiStar may, as a starting-point, be a maximum of twelve months and in the event of termination by the senior manager a maximum of six months. Severance pay, if any, shall only be paid in the event of termination by the company. Severance pay shall be deducted from the dismissed person's new employment. Severance pay is calculated on the fixed cash salary and is not pensionable. Fixed salary during notice period and eventual severance pay shall in total 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 management, the application of guidelines for remuneration to senior management 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 management members and consults with the remuneration committee on this matter. The CEO and other senior management 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 provided 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 deviate from the guidelines. Such deviations must be reported and justified in the subsequent compensation 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 considered 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 development of the gap between company management’s remuneration and other employees’ remuneration.

Changes from previous guidelines

The board's proposal for guidelines for remuneration to senior management prior to the 2021 AGM is mainly in accordance with the guidelines decided at the 2020 AGM. During the review prior to the 2021 AGM, changes have been made regarding the reduced bonus cap for the CEO, as well as some proposals for clarifications regarding notice periods and severance pay.

More information

On the date of submission of these proposed remuneration guidelines for senior management, SkiStar has no remuneration commitments not due for payment other than ongoing commitments to senior management in accordance with the remuneration principles adopted at the 2020 AGM. Further information about remuneration at SkiStar, see the remuneration report and the annual report, which will be available at www.skistar.com/en/corporate no later than three weeks prior to the AGM.

22. Resolution regarding authorization for the Board of Directors to resolve on new share issues

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.

23. Resolution on authorisation providing the Board of Directors with the right to pass resolutions regarding acquisitions and sales of the company’s own shares

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 essen