Annual general meeting of
On
The agenda was as follows:
1. Report by the board of directors on the activities of the company.
2. Presentation and approval of the annual report and consolidated financial statements.
3. Resolution on the appropriation of profits or losses as recorded in the annual report as adopted.
- The board of directors proposes that a dividend of
DKK 124,575,000 be paid. Of this figureDKK 13,615,932 constitute dividend concerning treasury shares.
4. Decision to grant discharge to the executive management and board of directors.
5. Any other proposals from the board of directors and/or the shareholders.
Proposals from the board of directors:
- The board of directors proposes that a new remuneration policy for board of directors and executive management of
Per Aarsleff Holding A/S be approved. It is proposed to amend the remuneration policy subject to the attached draft with a view to implementing the new legal requirements.
- The board of directors proposes that the ordinary board remuneration per board member shall amount to
DKK 275,000 for the financial year 2019/20 plus a multiple thereof for the Deputy Chairman and the Chairman as well as for ordinary board members who are also committee members in accordance with the remuneration policy. The Deputy Chairman shall receive 1 times the ordinary board remuneration and the Chairman shall receive 2 times the ordinary board remuneration, and one ordinary board member who is also a committee member shall receive an additional fee ofDKK 90,000 . The Chairman and the Deputy Chairman of the board of directors shall receive no further remuneration for any committee work.
- The board of directors proposes to reduce the company’s share capital by nominally
DKK 4,530,000 from nominallyDKK 45,300,000 to nominallyDKK 40,770,000 by cancellation of part of the company’s own B shares.
If the proposal is adopted, the company’s holding of own shares will be reduced by 2,265,000 B shares of nominally
Adoption of the proposal implies the following amendment of Article 4.1 of the Articles of Association taking effect upon completion of the capital reduction:
“The share capital of the company amounts to
·The board of directors proposes that until
"§ 4 a. Until
·If bullet 4 above is adopted, the board of directors recommends that until
"§ 4 b. Until
§ 4 c. The aggregate authorisations of the board of directors pursuant to articles 4 a and 4 b can at the most be exercised to increase the share capital by a total sum of nominally
- The board of directors proposes that the annual general meeting extends the existing authorisation to allow the board of directors to purchase own shares so that the board of directors in the period until
30 January 2025 may allow the company to purchase own shares corresponding to a total of 20% of the B share capital, corresponding to nominally 7,614,000 B shares (after the reduction of the B share capital mentioned in bullet 3). In connection with the purchase of own shares, the price of the shares must not deviate by more than 10% from the market price which applies at the time of acquisition.
- The board of directors proposes that the age limit for election or re-election to the company’s board of directors is changed from the age of 70 to the age of 75 subject to amendment of the articles of association of the company, article 12, 1 to:
”Members may not be elected or re-elected to the board of directors after they have attained the age of 75.”
6. Election of members to the board of directors
The board of directors proposes re-election of
Information on the nominated candidates’ background and executive positions is available on the company’s website www.aarsleff.com.
7. Appointment of auditor.
In accordance with the recommendation from the Audit Committee, it is proposed that
8. Any other business
The chairman of the board
The chairman also noted that shareholders representing 66.6% of the voting rights were present or represented. At the same time, a voting share capital of nominally
In addition, the company's board of directors, executive management and auditor participated in the annual general meeting.
Ad 1
The chairman of the board of directors presented the board of directors’ report on the company’s activities in the period
Ad 2
CEO
The annual report was adopted.
Ad 3
Given that the annual report was adopted, the annual general meeting also adopted the proposal of the annual report for appropriation of profit as follows:
Reserve for net revaluation under the equity method DKK 160,557
Profit for the year carried forward DKK 22,746
Dividend to shareholders DKK 124,575
Total DKK 328,878
The annual general meeting approved that a dividend of
Re 4
Decision on discharge for the executive management and board of directors. The proposal was adopted.
Re 5
After a written vote, the annual general meeting adopted the proposed remuneration policy. The result of the vote was 19,395,997 yes votes, corresponding to 90.26% of the votes cast, and 2,093,873 no votes, corresponding to 9.74%.
After a vote, the annual general meeting adopted that the ordinary board remuneration per board member shall amount to
After a vote, the annual general meeting adopted the proposal to reduce the company’s share capital by nominally
As a consequence hereof, taking effect upon completion of the capital reduction, article 4.1 of the company’s articles of association will be amended to: “The share capital of the company amounts to
Prior to the implementation of the capital reduction, the company’s creditors will be asked, through the IT system of the
The chairman accounted for the proposal that until
The proposal was adopted by the annual general meeting and the board of directors was authorised until
The chairman accounted for the proposal that until
The proposal was adopted by the annual general meeting and the board of directors was authorised until
The chairman accounted for the proposal that the board of directors is authorised for the next five years to allow the company to acquire treasury shares, corresponding to a total of 20% of the B share capital, corresponding to nominally 7,614,000 B shares. The price of the shares must not deviate by more than 10% from the market price at the time of acquisition. A written vote was conducted. The result of the vote was 18,448,163 yes votes, corresponding to 86.10% of the votes cast, and 2,979,370 no votes, corresponding to 13.90%.
The proposal was adopted by the annual general meeting and the board of directors was authorised for the next five years to allow the company to acquire treasury shares, corresponding to a total of 20% of the B share capital, corresponding to nominally 7,614,000 B shares. The price of the shares must not deviate by more than 10% from the market price at the time of acquisition.
The annual general meeting approved the proposal to change the age limit for election or re-election to the company’s board of directors from the age of 70 to the age of 75 subject to amendment of the articles of association of the company article 12, 1 to: “Members may not be elected or re-elected to the board of directors after they have attained the age of 75.”
Ad 6
After the annual general meeting, the board of directors constituted itself with
Ad 7
Ad 8
After answering questions from the shareholders, the annual general meeting was closed.
Attorney
The general meeting was closed.
Chairman of the annual general meeting:
The minutes of meeting have been prepared in Danish and English. In case of discrepancy, the Danish version shall prevail.
Attachment
- Referat_generalforsamling_2020_UK
© OMX, source