AGM Information • Apr 28, 2015
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Download Source FileCOMPANY ANNOUNCEMENT NO. 11/2015 – 28 APRIL 2015
On Tuesday, 28 April 2015, at 5 pm Royal Unibrew A/S held its Annual General
Meeting at Ballerup Super Arena, Ballerup Idrætsby 4, DK-2750 Ballerup.
The Board of Directors’s report was taken note of.
The Company’s Annual Report for 2014 was adopted by the Annual General Meeting.
The Annual General Meeting adopted the resolution to discharge the Board of
Directors and the Executive Board.
The Annual General Meeting adopted the Board of Directors proposal to pay out a
total dividend of DKK 377 million corresponding to DKK 34 per share of
nominally DKK 10.
The Annual General Meeting adopted the Board of Directors proposal to increase
the basic fee to the Board of Directors in 2015 from DKK 250,000 to DKK 300,000
with unchanged multiples of 2½ and 1¾, respectively, for the Chairman and
Deputy Chairman.
6.1 Proposed amendment of the Articles of Association – change from bearer
shares to registered shares
The Annual General Meeting adopted the Board of Directors’ proposal to amend
the Articles of Association to the effect that the Company’s shares are changed
from being registered as bearer shares to being registered in the name of the
holder.
On this basis, the Articles of Association will be amended as follows:
Article 5(1), second sentence, of the Articles of Association will be amended
as follows:
“The shares shall be issued in the name of the holder.”
Article 7(5), first sentence, of the Articles of Association concerning the
Board of Directors’ authorisations to increase the Company’s share capital will
be amended as follows:
”The shares shall be issued in the name of the holder.”
Article 9(2), second sentence, of the Articles of Association will be amended
as follows as there is no requirement for the General Meeting to be convened
through the IT system of the Danish Business Authority when the shares are
issued in the name of the holder:
”The Board of Directors shall convene the General Meeting not more than 5 weeks
and not less than 3 weeks prior to the General Meeting through the website.”
6.2 Proposed amendment of the Articles of Association – change of the share
denomination
The Annual General Meeting adopted the Board of Directors proposal that the
minimum denomination of the Company’s shares (the nominal value of the shares)
be reduced from DKK 10.00 to DKK 2.00. Based on this, the wording of Article 4
of the Articles of Association will be amended as follows:
“The share capital of the Company amounts to DKK 110,985,000 divided into
shares of DKK 2.- or multiples hereof.”
In consequence of the above, the voting rights of the Company’s shares will be
changed so that each share denomination of DKK 2 entitles the holder to one (1)
vote. Article 15(1) of the Articles of Association will consequently be amended
as follows:
“Each share denomination of DKK 2.- shall entitle the holder to one vote.”
The adopted amendments imply that future changes to the denomination of the
Company’s shares may be made by the Board of Directors subject to the limit
laid down in the Articles of Association.
Following adoption at the Annual General Meeting, the Board of Directors has at
the subsequent meeting of the Board decided to implement a 1:5 share split by
reducing the share denomination from DKK 10 to DKK 2 to the effect that the
shareholders will receive five (5) new shares of a nominal value of DKK 2 for
each one (1) share of a nominal value of DKK 10. The first day of trading of
the new shares of a nominal value of DKK 2, which will be issued under a new
ISIN code (DKK0060634707), is expected to be 5 May 2015.
6.3 Proposed amendment of the Articles of Association – presentation of
Annual Report in English
The Annual General Meeting adopted the Board of Directors proposal to amend the
Company’s Articles of Association to the effect that, as of the 2015 financial
year, the Board of Directors may opt to prepare and present the Annual Report
in English only.
Based on this, the following provision will be inserted in the Articles of
Association as a new Article 25(4):
”Annual Reports shall be prepared in English and, if so decided by the Board of
Directors, in Danish.”
6.4 Authorisation to acquire treasury shares
The Annual General Meeting adopted the Board of Directors’ proposal that the
Board of Directors be authorised to allow the Company to buy treasury shares in
the period until the next Annual General Meeting recognising that the Company’s
total holding of treasury shares following the purchase cannot exceed 10 per
cent of the share capital. The consideration paid for treasury shares cannot
deviate by more than 10 per cent from the official quotation on Nasdaq
Copenhagen at the time of the purchase.
The Annual General Meeting re-elected:
-- Kåre Schultz
-- Walther Thygesen
-- Ingrid Jonasson Blank
-- Jens Due Olsen
-- Karsten Mattias Slotte
-- Jais Valeur, and
-- Hemming Van.
The Annual General Meeting reappointed Ernst & Young Godkendt
Revisionspartnerselskab as auditor.
********
Following the Annual General Meeting, the Board of Directors elected:
-- Kåre Schultz as Chairman, and
-- Walther Thygesen as Deputy Chairman.
Board composition following the Annual General Meeting:
-- Kåre Schultz (Chairman)
-- Walther Thygesen (Deputy Chairman)
-- Ingrid Jonasson Blank
-- Jens Due Olsen
-- Karsten Mattias Slotte
-- Jais Valeur
-- Hemming Van
-- Martin Alsø (employee representative)
-- Søren Lorentzen (employee representative)
-- Kirsten W. Liisberg (employee representative
-- Jørgen-Anker Ipsen (employee representative)
Yours sincerely
Royal Unibrew A/S
The Board of Directors
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