ROYAL UNIBREW A/S COMPANY ANNOUNCEMENT NO 16/2020 –
To the shareholders of
CVR No 41 95 67 12
The Board of Directors of
Wednesday,
at
(parking at Torvegade/Nørregade)
(no serving of drinks or food)
Import information:
As a consequence of the COVID-19 virus and the Danish government’s recommendations and prohibitions, including the present prohibition on assemblies exceeding 10 persons, we are taking certain precautions in order to protect our shareholders and the Company. Consequently, the Board of Directors has decided that the usual serving of drinks and food is cancelled, as well as there will be no shareholder gifts this year.
As announced in Company Announcement no 10/2020 of
We ask our shareholders to abstain from attending the Annual General Meeting in person.
o Annual Meeting via webcast
Instead of attending the general meeting in person, we encourage all shareholders to follow the general meeting via webcast transmission on our investor site at royalu-nibrew.com.
o Vote by proxy
Our shareholders are encouraged to vote by proxy granting the Board of Directors the right to vote in accordance with their recommendations or as specified by shareholder. Voting by proxy is possible until
o Vote by correspondence
Our shareholders are encouraged to vote by correspondence. Voting by correspondence is possible until
For your information
Please follow the guidelines of the Danish Health Authorities and the Danish government closely and take the necessary precautions to avoid the risk of additional spreading of COVID-19.
Agenda and full contents of the proposals:
1. Report on the Company’s activities during the year
2. Presentation of the audited Annual Report for 2019 for adoption
The Board of Directors proposes that the audited Annual Report for 2019 be adopted.
3. Resolution to discharge the Board of Directors and the Executive Board from liability
The Board of Directors proposes that the Board of Directors and the Executive Board are granted dis-charge from liability in relation to the approved Annual Report for 2019.
4. Proposed distribution of profit for the year, including resolution on the amount of dividend
The Board of Directors proposes to deviate from the expected dividend distribution as announced in the Annual Report for 2019 by not paying out dividend. The Board of Directors has decided to effect such deviation due to the general market uncertainty prompted by the current global outbreak of the COVID-19 virus. Once the Board of Directors has been able to properly evaluate the COVID-19 out-break’s impact on the Company’s business and financial position, the Board of Directors will consider paying out a dividend before the next annual general meeting of the company. Accordingly, under item 6.6. of the agenda the Board of Directors proposes that the Board of Directors be authorised to distribute potentially interim dividend to the Company’s shareholders.
5. Approval of remuneration of the Board of Directors for 2020
The Board of Directors proposes that the fees to the Board of Directors in 2019 remain unchanged. The Base fee will thus be
The Board of Directors has established a Nomination and a Remuneration Committee and an Audit committee. Board members who serve on such committees will receive an additional annual fixed fee corresponding to 33% of the Base fee per membership of one of the board committees, and the chairmen of the committees receive an annual fixed fee corresponding to 50% of the Base fee per chairmanship for their extended duties and obligations.
In addition to the above stated remuneration to members of the Board of Directors, the Company pays out-of-pocket expenses, including travel and transport costs, associated with the services rendered for the Board of Directors, and the Company may also pay foreign social charges and similar charges with-in the EU, charged by foreign authorities in relation to the fees.
6. Consideration of proposals submitted by the Board of Directors or shareholders
6.1 Capital reduction – cancellation of treasury shares
The Board of Directors proposes that the Company’s share capital be reduced by nominally
The purpose of the capital reduction is to make distributions to the shareholders, cf. section 188(1), item 2, of the Danish Companies Act. If the proposal is adopted, the Company’s holding of treasury shares will be reduced by 750,000 shares of nominally
(i) Nominally
(ii) Nominally
This means that, in addition to the nominal capital reduction, an amount of
Consequently, it is proposed that Article 4 of the Articles of Association be worded as follows, which will take effect as from the completion of the capital reduction:
”The share capital of the Company amounts to
6.2 Authorisation to acquire treasury shares
The Board of Directors proposes that the General Meeting authorises the Board of Directors until the next Annual General Meeting to let the Company acquire treasury shares equivalent to a total of 10% of the Company’s share capital at the time of the authorisation, provided that the Company’s total holding of treasury shares at no point exceeds 10% of the Company’s share capital. The consideration must not deviate by more than 10% from the official price quoted at Nasdaq Copenhagen at the time of acquisition.
6.3 Amendment of Article 5 of the Articles of Association
The Board of Directors proposes to amend Article 5 of the Company’s Articles of Association to the effect that “VP
Consequently, it is proposed that the first section of Article 5 of the Articles of Association be worded as follows:
“The shares are negotiable securities. The shares shall be issued in the name of the holder. The Company’s Register of shareholders is kept by
6.4 Amendment of Article 13 of the Articles of Association
The Board of Directors proposes to amend Article 13 of the Company’s Articles of Association in order for the agenda of the Annual General Meeting stipulated in the Articles of Association to include a new item 4 regarding the approval of the Company’s Remuneration Report.
The proposal implies that the following item 4 will be added to Article 13 of the Articles of Association and that the numbering of the following items will be amended accordingly:
“4. Presentation of the Remuneration Report for approval.”
6.5 Approval of Remuneration Policy
The Board of Directors proposes that the Annual General Meeting approves an updated Remuneration Policy.
The updated Remuneration Policy has been prepared in according with sections 139 and 139a of the Danish Companies Act and applies to the Company’s Board of Directors and Executive Management. The Remuneration Policy replaces the Company’s current Remuneration Policy, including the overall Guidelines for Incentive Pay to the Board of Directors and Executive Board adopted at the Annual General Meeting on
The updated draft Remuneration Policy is attached to this notice as Appendix 1 and is also available on the Company’s website, www.royalunibrew.com.
6.6 Authorisation to distribute interim dividend
The Board of Directors proposes that the Board of Directors is authorized to distribute potentially interim dividend of a maximum of
7. Election of members of the Board of Directors
The members of the Board of Directors elected by the General Meeting are elected for a term of 1 year and the members are eligible for re-election.
The Board of Directors propose re-election of
Following the election, the Board of Directors consists of six members elected by the General Meeting and three members elected by the employees.
Information on the background, board and managerial duties of the board candidates is available at the Company’s website www.royalunibrew.com, see ”Investor”, and in Appendix 2 to this notice.
8. Appointment of state-authorised public accountant
The Board of Directors proposes reappointment of KPMG P/S in accordance with the Audit Committee's recommendation. The Audit Committee has informed the Board of Directors that it has not been influenced by third parties nor has it been subject to any contractual obligation restricting the General Meeting’s choice of certain auditors or audit firms.
9. Any other business
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Adoption requirements, share capital, record date, attendance and voting right
The resolution to adopt the proposed items 6.1, 6.3 and 6.4 must be passed by at least 2/3 of the votes cast as well as of the share capital represented at the Annual General Meeting. All other proposed resolutions may be passed by a simple majority.
The Company’s share capital of nominally
The record date is Wednesday,
Shareholders holding shares in the Company on the record date are entitled to attend and vote at the General Meeting. Moreover, in order to attend, the shareholder must have requested an admission card within the deadline as described below.
Requesting an admission card
In order to attend the General Meeting, the shareholder must have requested an admission card no later than Wednesday,
In alignment with last year
Proxy
Proxy may be granted either through VP Securities’ website, www.vp.dk/agm, or through www.royalunibrew.com (click on Investor – Investor Portal) (requires electronic access code) no later than Wednesday,
Voting by correspondence
Shareholders may vote in writing by letter either through VP Investor Services’ website, www.vp.dk/agm, or through www.royalunibrew.com (click on Investor – Investor Portal) (requires electronic access code) no later than Tuesday,
Questions from shareholders
Shareholders may inquire to the agenda or to documents for the purpose of the General Meeting, etc. by written inquiry to the Company’s investor relations office, Faxe Allé 1, DK-4640 Faxe.
Other information
The following documentation is available on the Company’s website, www.royalunibrew.com (click on Investor – AGM):
- Notice of the Annual General Meeting, including the agenda and the complete proposals;
- Total number of shares and voting rights on the date of the notice;
- The documents to be presented at the Annual General Meeting;
- Forms to be used in connection with voting by proxy or by correspondence;
- Remuneration policy (appendix 1).
Faxe,
On behalf of the Board of Directors
Chairman of the Board of Directors
Appendix 1
Remuneration Policy for the Board of Directors and Executive Board of
This Remuneration Policy for Royal Unibrew A/S’s (“Royal Unibrew”) Board of Directors and Executive Board has been designed to reflect shareholder and company interests and to take into account any specific circum-stances, including the duties and the responsibility undertaken. Moreover, the Remuneration Policy is intended to promote long‐term objectives for safeguarding company interests. This Remuneration Policy has been pre-pared in accordance with sections 139 and 139a of the Danish Companies Act.
1. General principles
This Remuneration Policy describes the principles of and framework for the total remuneration paid to members of the Board of Directors and the Executive Board of
As part of the Board of Directors’ preparation of the Remuneration Policy, the Board of Directors has taken into consideration the annual base salary increases for the employees of
The Executive Board shall mean the members of the Executive Board of
2. The Board of Directors
The members of the Board of Directors receive a fixed cash remuneration, which is approved annually by the general meeting – no later than in connection with the approval of the annual report for the relevant year. Accordingly, the Board of Directors does not receive variable or share-based remuneration.
If particularly extensive ad hoc committee work or the like is required, the Board of Directors may fix a special fee based on the scope of such work.
The members of the Board of Directors elected by the employees are remunerated on equal terms with the members elected by the general meeting.
Expenses incurred in connection with travelling, meetings, etc. are reimbursed by
3. The Executive Board
The employment terms and the remuneration to the members of the Executive Board are specifically agreed between each individual member of the Executive Board and the Board of Directors within the framework of this Remuneration Policy. The remuneration usually includes a combination of the following remuneration components:
• Fixed remuneration (“Gross Salary”), including pension, cf. section 3.1;
• Ordinary bonus, cf. section 3.2(a); and
• Long‐term bonus, cf. section 3.2(b).
Furthermore, the Board of Directors may in individual cases grant an extraordinary bonus to a member of the Executive Board, cf. section 3.2(c).
The table below illustrates the intended relative proportions (rounded figures) of the remuneration components (based on maximum utilization of the ordinary bonus, cf. section 3.2(a), and long-term bonus, cf. section 3.2(b)), subject to adjustments and ad hoc extraordinary bonuses (cf. section 3.2(c)) granted in accordance with the Remuneration Policy:
| Remuneration component | Relative proportion of total remuneration |
| Gross salary | 44.0 % |
| Ordinary bonus | 26.5 % |
| Long-term bonus | 29.5 % |
The Board of Directors believes that a combination of fixed and performance‐driven remuneration to the Executive Board contributes to ensure that
The fixed remuneration components are primarily selected for ensuring Royal Unibrew’s ability to attract and retain qualified members for the Board of Directors and Executive Board on competitive terms relative to Royal Unibrew’s peer group. The variable remuneration components (ordinary bonus and long-term bonus) are selected for ensuring that the interests of the Executive Board and the interests of Royal Unibrew’s shareholders are aligned and that the Executive Board effectively works to achieve the short- and long-term objectives of Royal Unibrew’s strategy.
3.1 Fixed remuneration
The fixed base remuneration including pension, i.e. the Gross Salary, is intended primarily to attract and retain members of the Executive Board with the professional and personal competences required.
Furthermore, a number of work‐related benefits are made available to the Executive Board including a company car, phone, newspaper etc. and the Executive Board members are covered by Royal Unibrew’s usual insurance schemes such as accident and life insurance.
3.2 Variable remuneration (bonus)
Payment or granting of ordinary bonus and/or long-term bonus depends on whether one or several financial and/or non-financial key performance indicators (“KPIs”) defined in the applicable bonus agreement have been fully or partly met. Such KPIs may relate to the personal performance of the executive in question, to the financial performance of
a. Ordinary Bonus (short-term)
Each member of the Executive Board may be eligible for an ordinary cash bonus not to exceed 60% of the Gross Salary. The level of bonus is determined by the Board of Directors, subject always to achievement of the relevant KPIs.
The ordinary cash bonus is intended to secure that the company achieves its short-term objectives.
Therefore, bonus grants and their size depend on the fulfilment of the KPIs agreed for one year at a time. The objectives will primarily relate to the fulfilment of Royal Unibrew’s budgeted goals and results or the achievement of financial key figures or other measurable individual results, whether of a financial or non-financial nature, in line with Royal Unibrew’s strategy.
b. Long-term Bonus (cash or conditional shares)
Each member of the Executive Board may be eligible for a long-term cash bonus which is earned over a multi-year period, typically over a three-year period. The total cash bonus for such multi-year period may not exceed two thirds of the annual Gross Salary per year of the person in question.
Instead of – or supplemental to – the abovementioned long-term cash bonus, each member of the Executive Board may be eligible for a long-term bonus in the form of conditional shares (restricted shares) earned over a corresponding multi-year period, typically over a three-year period. The total value of conditional shares granted for such a multi-year period may not exceed two thirds of the annual Gross Salary per year at the time of granting the bonus agreement. The value of the shares is calculated at market price at the time of granting.
The long-term bonus is intended to secure that
Any long-term cash bonus and the value of conditional shares at the time of granting combined may not for the multi-year period in question exceed two thirds of the annual Gross Salary per year of the person in question.
c. Extraordinary Bonus
In addition to the above mentioned ordinary short-term or long-term bonus, the Board of Directors may extraordinarily grant a supplementary discretionary bonus, e.g. in the form of a retention bonus, loyalty bonus, conditional shares or special performance bonus, to individual members of the Executive Board if the Board of Directors finds it appropriate in order to meet the objectives of attracting and retaining individual members of the Executive Board and to specifically encourage increase of shareholder value. Accordingly, an extraordinary bonus may be composed of cash or share-based remuneration or a combination hereof. An extraordinary bonus may not exceed the annual Gross Salary of the person in question.
d. Performance assessment
The financial KPIs applicable to the variable remuneration for the Executive Board are identical to the fi-nancial key figures of Royal Unibrew’s short- and long-term strategy. Accordingly, the KPIs are measured continuously and meticulously as part of Royal Unibrew’s public financial reporting and ultimately as part of Royal Unibrew’s audited annual report. The measurability of the Executive Board’s achievement of the KPIs is thus fully transparent and verified as part of the audit of Royal Unibrew’s annual report. In terms of non-financial KPIs, performance is assessed on objective and verifiable criteria based on external sources such as external advisers, public authorities etc.
3.3 Additional terms
a. Claw-back
In certain cases, the Board of Directors may decide to reclaim variable remuneration for the Executive Board (claw-back), e.g. in the event of the variable remuneration having been paid to a member of the Executive Board based on incorrect or misstated information.
b. Period of notice/severance pay
The employment of members of the Executive Board are in principle indefinite but contain mutual rights of termination.
In case of a full or partial takeover of
c. Pension
The individual Executive Board members may be covered by pension schemes. Upon submission from the Remuneration and Nomination committee, the Board of Directors considers this when entering into contracts with the Executive Board members in connection with the annual assessment of the remuneration paid to the individual members of the Executive Board.
d. Reimbursement of expenses
Expenses incurred in connection with travelling, meetings, education, etc. are reimbursed according to vouchers submitted.
4. Decision-making process
If, based on the Nomination and Remuneration Committee’s review, the
If the Board of Directors adopts the Nomination and Remuneration Committee’s proposal to revise the Remuneration Policy, the Board of Directors will submit such proposal to the shareholders for consideration and approval at a general meeting of
On behalf of the Board of Directors, the
5. Conflicts of interest
When reviewing and revising the Remuneration Policy, the
The Board of Directors is of the opinion that no conflicts of interest occur as part of the Board of Directors’ (including the Nomination and Remuneration Committee’s) process of reviewing and revising the Remuneration Policy in that the remuneration for members of the Board of Directors is approved by the shareholders of
6. Deviations from the Remuneration Policy
The Board of Directors may in extraordinary circumstances, and based on valid, verifiable and objective criteria, temporarily deviate from the Remuneration Policy, provided that such deviation is deemed to benefit the long-term interests of
The purpose of the possibility to deviate from the Remuneration Policy is to ensure that the Board of Directors has the necessary flexibility to align the variable remuneration components with the short- and long-term interests of
Such discretion to deviate from the Remuneration Policy includes, but is not limited to, (i) the size of the grants (ii) the timing of the granting of the conditional shares, (iii) the determination of vesting conditions, including adjustment of financial and/or non-financial KPIs, (iv) vesting of conditional shares, and/or (v) the treatment of conditional shares in the case of resignations, a change of control, a merger, rights issue or other such unforeseeable events.
7. Approval and Publication
The Remuneration Policy was discussed and approved by Royal Unibrew’s annual general meeting on
The Remuneration Policy is available at the company’s website, www.royalunibrew.com.
Appendix 2
Candidates for the Board of Directors – Profiles and overview of their managerial duties with other Danish and foreign commercial enterprises:
Born 1950. Danish. Member of the Board of Directors since 2010, Chairman since
The Board of Directors proposes re-election of
Born 1962. Danish. Member of the Board of Directors since 2013, Deputy Chairman since 2018. Group CEO of
The Board of Directors proposes re-election of
Born 1963. Dutch. Member of the Board of Directors since 2018. Entrepreneur and independent consultant since 2013.
The Board of Directors proposes re-election of
Born 1959. Danish. Member of the Board of Directors since 2018.
The Board of Directors proposes re-election of
Catharina Stackelberg-Hammarén
Born 1970. Finnish. Member of the Board of Directors since 2019. Catharina Stackelberg-Hammarén is the Founder & Executive Chairman of the
The Board of Directors proposes re-election of Catharina Stackelberg-Hammarén due to her special expertise in strategy and marketing within the food and beverage industry for FMCG (Fast Moving Consumer Goods) in the Nordic markets. Catharina Stackelberg-Hammarén is Chairman of the
Catharina Stackelberg-Hammarén is recommended election as an independent board member in accordance with section 3.2.1 of the Recommendations on Corporate Governance.
Born 1957. German. Member of the Board of Directors since 2019.
The Board of Directors proposes re-election of
The above information on the background and duties of the candidates is also available at www.royalunibrew.com, see ”Investor”.
Attachment
- Fond-RU-16-2020-uk Notice to the Annual General Meeting
© OMX, source
