Copenhagen, 2014-03-03 08:11 CET (GLOBE NEWSWIRE) -- Announcement no. 10
Notice convening the 2014 Annual General Meeting of DFDS A/S
To the shareholders of DFDS A/S
DFDS A/S (company registration no. 14 19 47 11) holds its annual general meeting
Wednesday, 26 March 2014 at 02.00pm
at Radisson Blu Falconer Hotel & Conference Center, Falkoner Allé 9, 2000 Frederiksberg, Denmark
Agenda
1. The Board of Directors’ report on the Company’s activities during the past year The Board of Directors proposes that the shareholders note the report by the Board of Directors on the Company’s activities during the past year.
2. Submission of the annual report in English
The Board of Directors proposes that the general meeting adopts that the Company’s annual report – with effect from the financial year 2013 – is prepared and submitted in English.
3. Presentation of the annual report for adoption and resolution regarding discharge to the Management and the Board of Directors
The Board of Directors proposes approval of the audited annual report for 2013, and grants discharge of liability to the Management and the Board of Directors.
4. The Board of Directors’ proposal for appropriation of profit in accordance with the approved annual report
The Board of Directors proposes that a dividend of DKK 14.00 per share is distributed from the profit of the year and other funds available for distribution.
5. Election of members to the Board of Directors
In accordance with Article 8.1 of the Articles of Association, the members of the Board of Directors are elected by the general meeting for a period of one year.
CFO and Executive Vice President Lene Skole has decided not to seek re-election.
The Board of Directors proposes re-election of CEO Bent Østergaard, CEO Vagn Sørensen, CEO Claus Hemmingsen, CEO Ingar Skaug and team leader Jill Lauritzen Melby and election of Pernille Erenbjerg, Group CFO.
A description of the candidates’ competences and executive functions in other companies is attached as appendix 1.
6. Appointment of auditor
The Board of Directors proposes re-election of KPMG Statsautoriseret Revisionspartnerselskab.
7. Proposals from the Board of Directors 7.a Approval of remuneration of the Board of Directors for 2014
The board remuneration for 2014 is submitted for approval by the general meeting in accordance with the Recommendations of the Danish Committee on Corporate Governance.
1. Annual remuneration for the board members is proposed to remain unchanged; DKK 750,000 for the chairman, DKK 450,000 for the deputy chairmen and DKK 300,000 for each of the remaining board members.
2. Additional annual remuneration for the members of the Audit Committee is proposed to remain unchanged; DKK 100,000 for the chairman and DKK 50,000 for each of the remaining members of the committee.
7.b Alteration of the Articles of Association – notice for vote by correspondence
The Board of Directors proposes the notice for voting by correspondence to be altered to one business day before the general meeting. Article 6.4, last sentence, of the Articles of Association is proposed to be altered as follows: “Vote by correspondence must be in writing and must be received by the Company no later than the last business day before the general meeting”.
7.c Alteration of the Articles of Association – updated requirements for proxies issued to the Company’s management
The Board of Directors proposes that as a consequence of a change in The Danish Companies Act, the requirements for proxies issued to the Company’s management are amended so thatproxies can be issued for a period exceeding 12 months.
It is proposed to delete the following text from Article 6.4, 5th sentence: “Instruments of proxy to the company’s management cannot be issued for more than 12 months and must be issued for a specific general meeting with an agenda known in advance.”
7.d Alteration of the Articles of Association – reference to the Company’s website
The Board of Directors proposes the references to the Company’s website in Articles 5.5, 6.5, 11.2 and 11.5 of the Articles of Association to be updated and consequently replacing the reference “www.dfds.com” with “www.dfdsgroup.com”.
7.e Authorization to the Board of Directors to acquire own shares
The Board of Directors proposes the general meeting to authorize the Board of Directors to allow the Company to acquire own shares equal to up to 10% of the Company’s share capital until 26 March 2019. The price cannot deviate by more than 10% from the listed acquisition price on NASDAQ OMX Copenhagen A/S at the time of acquisition.
Majority requirements and share capital Adoption of the proposals under item 7.b, 7.c and 7.d requires that each of the proposals is approved by at least 2/3 of both the votes cast and by the voting capital represented at the general meeting. All other items on the agenda are adopted by a simple majority vote.
The share capital of the Company is DKK 1,330,000,000 divided into 13,300,000 shares of DKK 100 each. Each share of DKK 100 carries one vote.
Record date, participation and voting right The record date is Wednesday, 19 March 2014.
Shareholders who possess shares in the Company on the record date are entitled to participate in and vote at the general meeting. In addition, participation is conditional on the shareholder having obtained an admission card in due time as described below.
Requesting admission cards Access to the general meeting is conditional on the shareholder requesting an admission card no later than Friday, 21 March 2014.
Admission cards may be requested at VP Investor Services A/S by phone +45 4358 8893, fax +45 4358 8867, on VP Investor Services A/S’ website www.uk.vp.dk/agm or the Company’s website www.dfds.com .
Proxy A proxy may be submitted either through VP Investor Services A/S’ website www.uk.vp.dk/agm or the Company’s website www.dfds.com . Furthermore, a proxy form may be downloaded via www.dfds.com , printed and sent by fax to +45 4358 8867, by email to vpinvestor@vp.dk or by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, P.O. box 4040, 2300 Copenhagen, DK.
The proxy must be received by VP Investor Services A/S no later than Friday, 21 March 2014.
Vote by correspondence Shareholders may vote by correspondence either through VP Investor Services A/S’ website www.uk.vp.dk/agm or the Company’s website www.dfds.com . Furthermore, the form for voting by corre-spondence may be downloaded via www.dfds.com , printed and sent by fax to +45 4358 8867, by email to vpinvestor@vp.dk or by ordinary mail to VP Investor Services A/S, Weidekampsgade 14, P.O. box 4040, 2300 Copenhagen, DK.
The vote by correspondence must be received by VP Investor Services A/S no later than Tuesday, 25 March 2014 at 12.00 noon.
Additional information The following information is available on the Company’s website www.dfds.com :
• Notice convening the annual general meeting incl. agenda and complete proposals • The aggregate number of shares and voting rights as of the date of the notice convening the annual general meeting • Documents that will be submitted at the annual general meeting, including the annual report for 2013 and appendix 1: List of candidates • Registration form • Proxy and vote by correspondence form
Shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the annual general meeting.
Practical information The doors to the DFDS area at the Radisson Blu Falconer Hotel & Conference Center will open at 01.00pm. Coffee and cakes will be served.
Copenhagen, 3 March 2014
Board of Directors
Appendix 1 – List of candidates
DFDS A/S’ Board of Directors
Bent Østergaard, Chairman Date of birth: 5 October 1944 Joined the Board: 1 April 2009 Re-elected: 2010-2013 Period of office ends: 26 March 2014 Chairman of the Nomination and Remuneration Committee Position: President, Lauritzen Fonden & LF Investment ApS Chairman: J. Lauritzen A/S, Frederikshavn Maritime Erhvervspark A/S, NanoNord A/S, Cantion A/S Board member: Mama Mia Holding A/S, Meabco Holding A/S, Meabco A/S, Royal Arctic Line A/S, With Fonden, Durisol UK, Desmi A/S, Comenxa A/S The Board of Directors is of the opinion that Bent Østergaard possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in shipping and finance. As a result of his executive functions for the company’s principal shareholder, Lauritzen Fonden, Bent Østergaard cannot be considered independent according to the recommendations on corporate governance.
Vagn Sørensen , Deputy Chairman Date of birth: 12 December 1959 Joined the Board: 20 April 2006 Re-elected: 2007-2013 Period of office ends: 26 March 2014 Member of the Nomination, Remuneration and Audit Committee Position: Director, GFKJUS 611 ApS Chairman: E-Force A/S, FLSmidth A/S, FLSmidth & Co. A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/S, Automic Software GmbH Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co. A/S, Lufthansa Cargo AG, Royal Caribbean Cruises Ltd., Nordic Aviation Capital A/S The Board of Directors is of the opinion that Vagn Sørensen possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in aviation and service companies.
Claus Hemmingsen , Deputy Chairman
Date of birth: 15 September 1962 Joined the Board: 29 March 2012 Re-elected: 2013 Period of office ends: 26 March 2014 Member of the Nomination and Remuneration Committee Position: CEO, Maersk Drilling and member of the Executive Board, A.P. Møller-Mærsk A/S Chairman: Denmark Hong Kong Trade Association Deputy Chairman: The Danish Shipowners’ Association Board member: Egyptian Drilling Company, International Association of Drilling Contractors (IADC), Danish Chinese Business Forum, EU Hong Kong Business Co-operation Committee The Board of Directors is of the opinion that Claus Hemmingsen possesses the following special competences: International management experience and expertise in offshore activities and shipping.
Ingar Skaug, board member
Date of birth: 28 September 1946 Joined the Board: 16 April 1998 Re-elected: 1999-2013 Period of office ends: 26 March 2014 Chairman: Center for Creative Leadership, Ragni Invest AS, Environor AS, Performance Leadership AS, Vectura AS Deputy Chairman: J. Lauritzen A/S Board member: PGS, Berg-Hansen AS, Miros AS, Bery Maritime AS, AGM/ANB (Adjaristqali Georgia LLC/Adjaristqali Netherlands BV) The Board of Directors is of the opinion that Ingar Skaug possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in shipping, logistics, aviation and service companies. Due to the fact that Ingar Skaug has been a member of the DFDS A/S Board for more than 12 years, Ingar Skaug cannot be considered independent according to the recommendations on corporate governance.
Jill Lauritzen Melby , board member
Date of birth: 6 December 1958 Joined the Board: 18 April 2001 Re-elected: 2002-2013 Period of office ends: 26 March 2014 Member of the Audit Committee Position: Team Leader Finance, BASF A/S The Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special competences: Expertise in financial control. Due to family relations to the company’s principal shareholder, Lauritzen Fonden, Jill Lauritzen Melby cannot be considered independent according to the recommendations on corporate governance.
Pernille Erenbjerg , board member
Date of birth: 21 August 1967 Position: Group CFO, TDC A/S Board member: Det Kongelige Teater Member of the Fiscal Policy Committee of the Confederation of Danish Industry The Board of Directors is of the opinion that Pernille Erenbjerg possesses the following special competences: International management experience and expertise in finance and accounts.
Niels Smedegaard, CEO +45 33 42 34 00 Torben Carlsen, CFO +45 33 42 32 01 Søren Brøndholt Nielsen, IR +45 33 42 33 59
