Notice is hereby given that the Company’s Annual General Meeting will be held on Wednesday,
Due to the current COVID-19 situation, we need to take special precautions at our Annual General Meeting.
We encourage our shareholders to consider whether they need to physically attend the general meeting. This year’s Annual General Meeting will be live streamed via the internet, and shareholders may exercise their rights by voting electronically or by proxy.
For updates and instructions prior to the general meeting, visit www.schouw.dk/gf
Agenda:
- Report by the Board of Directors on the activities of the Company during the past financial year
- Presentation of the audited annual report for approval and resolution to discharge the Board of Directors and the Executive Management from liability
- Adoption of a resolution on the distribution of profit according to the approved annual report
- Proposals from the Board of Directors
i) Approval of a remuneration policy for the Board of Directors and the Executive Management
The proposed remuneration policy submitted to the shareholders for approval is enclosed as annex 1 to the complete proposals, which are available (in Danish) at the Company’s website www.schouw.dk/gf. The proposal is identical to the remuneration policy adopted at the Annual General Meeting on
ii) Approval of the remuneration of the Board of Directors for 2020
The Board of Directors proposes to raise the annual basic fee from
iii) Proposal to renew authorisation to acquire own shares
The Board of Directors proposes that the shareholders in general meeting authorise the Board of Directors to let the Company acquire treasury shares for ownership or as security during the period until
iv) Proposal to extend authorisation to increase the share capital
The Board of Directors proposes that the current authorisations for increasing the share capital by acquiring new shares pursuant to Article 2 (7a) (rights issue to existing shareholders) and Article 2 (7b) (without pre-emptive rights to existing shareholders) of the Articles of Association be extended in order for the authorisations to be applicable until
v) Proposal to amend Article 4 (6) of the Articles of Association, so that the standard agenda for the Annual General Meeting is updated
The Board of Directors proposes to change the standard agenda for the Annual General Meeting in section 4 (6) of the Articles of Association to reflect the new requirements in the Companies Act, according to which the company must submit a remuneration report for indicative voting at the Annual General Meeting from 2021.
Draft Articles of Association with all amendments incorporated, as proposed by the Board of Directors, is attached as Appendix 2 to the complete proposals, which are available the Company's website www.schouw.dk/gf.
- Election of members to the Board of Directors
From the Board of Directors,Agnete Raaschou-Nielsen is up for election. The Board proposes that she be re-elected.
A background description and a list of directorships of the candidate proposed for election to the Board of Directors is enclosed as annex 3 to the complete proposals, which are available (in Danish) at the Company’s website www.schouw.dk/gf. - Appointment of auditors
The Board of Directors proposes that Ernst & Young Godkendt Revisionspartnerselskab be re-appointed. - Authorisation to the chairman of the general meeting
The Board of Directors proposes that the shareholders in general meeting authorise the chairman of the meeting, or whoever the chairman may be replaced by in his absence, to file the above resolutions with the
- Any other business
Share capital and shareholder voting rights
The Company’s share capital amounts to a nominal value of
Adoption of the proposals under items 4 iv) and 4 v) of the agenda requires consent from at least two thirds of the votes cast, and of the share capital represented, cf. Article 4 (11), second paragraph of the Articles of Association. Adoption of the remaining proposals requires a simple majority of votes.
The record date is Wednesday,
Admission cards
Shareholders wishing to attend the General Meeting must request an admission card not later than on Wednesday,
Proxies and voting by postal ballot
Shareholders may appoint a proxy or vote by postal ballot. Proxies or votes by postal ballot may be submitted electronically on
Proxies must be received by Computershare A/S not later than on Wednesday,
Votes by postal ballot must be received by Computershare A/S not later than on Tuesday,
Additional information
The Company's website, www.schouw.dk/gf, contains further information about the General Meeting, including the 2019 annual report, the notice convening the General Meeting and the agenda, the complete proposals, background information about the candidate standing for election and hers directorships, information about the total number of shares and voting rights as at the date of the notice, and a link to the investor portal for the purposes of registration, appointing a proxy or voting by postal ballot.
For details about the Company’s collection and processing of personal data in relation to the General Meeting, please see the information on data protection, which is available at the Company’s website, www.schouw.dk/gf.
Questions from shareholders
Shareholders may submit questions concerning the agenda or documents to be used at the general meeting by contacting
Jørn Ankær Thomsen, Chairman
Questions relating to the above should be directed to
Attachment
- 2020-03-16 FBM 03-2020 Notice of AGM
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