Annual General Meeting 2017 of NKT Holding A/S N

Nasdaq Copenhagen Nikolaj Plads 6 DK-1007 Copenhagen K

21 April 2017 A nnouncement No. 9

Annual General Meeting 2017 of NKT Holding A/S

The Annual General Meeting of NKT Holding A/S was held on Friday 21 April 2017, cf. announcement No. 6 dated 28 March 2017.

The Annual General Meeting approved the following:

• Annual Report 2016 containing the annual and consolidated accounts, the statements of the Management and Board of Directors, the auditor’s report, and reviews for the year including the Board of Director’s proposal for a transfer of the year’s profits to retained comprehensive income.
• Discharge of the Board of Directors and the Executive Management Board from their liabilities.
• The Board of Director’s proposal for remuneration to the Board of Directors for 2017 of DKK 900,000 to the Chairman, DKK 600,000 to the Deputy Chairman and DKK 300,000 to each of the other members.
• The Board of Director’s proposal for remuneration to the Chairman of the Audit Committee of DKK 200,000, and DKK 100,000 to the other member.
• The Board of Director’s proposal for remuneration to the Chairmen of the Remuneration Committee and Nomination Committee of DKK 100,000 each and DKK 50,000 to the other member of each committee.
• The Board of Director’s proposal for remuneration to the Chairman of the working committee in Nilfisk and NKT Cables of DKK 200,000, and DKK 100,000 to the other member of each committee.
• The Board of Director’s proposal for remuneration to the Chairman of the working committee in NKT Photonics of DKK 150,000 and DKK 75,000 to the other member of the committee.  

Jens Due Olsen, Anders Runevad, Jens Maaløe, Jutta af Rosenborg, Anders Runevad, Lars Sandahl Sørensen and René Svendsen-Tune were all re-elected as members of the Board of Directors.  

Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as sole auditor of the Company.  

The following authorisation to the Board of Directors was adopted:

• The Board of Directors is mandated to prepare for and, subject to any statutory requirements, execute a split-up of the NKT Holding Group before the Annual General Meeting in 2018.  

The following amendments to the Articles of Association of the Company were adopted:

• Change of name from NKT Holding A/S to NKT A/S. NKT Holding A/S was inserted as secondary name. Articles 1.1, 1.2 and 3.B I - 3.B III will be amended accordingly.
• New article concerning language at General Meetings shall be Danish or English without any simultaneous interpretation and all documents prepared for use by the General Meeting at or after the General Meeting shall be in Danish or English -  will be inserted as article 7.5.
• New article concerning minutes of General Meetings and the availability and announcement of minutes and voting results - will be inserted as article 7.7.
• Amendment to the article concerning adoption of proposals at the General Meeting - article 8 will be amended accordingly.
• New article concerning corporate language - will be inserted as article 12.4
• Additional wording of the article concerning the power to bind the company. The wording “or by the entire Board of Directors” will be added at the end of the first paragraph of article 13
• New article concerning electronic communication - will be inserted as article 14 - 14.1 in new chapter V.
• For the period until 20 April 2022 the Board of Directors is authorised to increase the capital by issuing shares of a total maximum amount of DKK 200,000,000 -  wording of the full and adopted proposal will be inserted as articles 3.A.5 - 3.A.8
• Modifications of the Articles of Association according to amended legislation, deletion of expired provisions and amendments accordingly, cf. proposals 9.c (i)- (xiii) and (xx) - (xxi).   

Proposal from the Board of Directors to make certain changes to the Remuneration Policy applying in NKT A/S was adopted.

* * *  

At a meeting of the Board of Directors held after the Annual General Meeting, Jens Due Olsen was elected Chairman of the Board of Directors and René Svendsen-Tune was elected Deputy Chairman.  

The Chairman’s report is available at www.nkt.dk