AGM Information • Mar 30, 2015
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Download Source FileCOMPANY ANNOUNCEMENT NO. 5/2015 – 30 MARCH 2015
To the shareholders of Royal Unibrew A/S
CVR No 41 95 67 12
The Board of Directors of Royal Unibrew A/S hereby gives notice of the
Company’s Annual General Meeting 2015
Tuesday 28 April 2015 at 5 pm
at Ballerup Super Arena, entrance South, Ballerup Idrætsby 4, DK-2750 Ballerup
Agenda:
Report on the Company’s activities during the year
Presentation of the audited Annual Report for 2014, including auditor’s
report, for adoption
The Board of Directors proposes that the audited Annual Report for 2014 be
adopted.
The Board of Directors proposes that the Board of Directors and the Executive
Board are granted discharge.
The Board of Directors proposes to pay out a total dividend of DKK 377 million
corresponding to DKK 34 per share of nominally DKK 10.
The Board of Directors proposes 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 Board of Directors proposes an amendment of 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. The reason for
this proposal is that it is considered politically to abolish the possibility
of issuing new bearer shares, which may result in, among other things, the
Board of Directors being unable to exercise its authorisations to increase the
Company’s share capital under Article 7 of the Articles of Association. The
legislative amendment will potentially take effect already in 2015, which
involves a risk of the Board of Directors being unable to exercise its
authorisations after that. In light of this development, the Board of Directors
proposes making the necessary amendments to the Articles of Association to
counter that risk.
The Board of Directors therefore proposes that the Articles of Association be
amended as follows:
a. It is proposed that Article 5(1), second sentence, of the Articles of
Association be amended as follows:
“The shares shall be issued in the name of the holder.”
b. It is proposed that Article 7(5), first sentence, of the Articles of
Association concerning the Board of Directors’ authorisations to increase the
Company’s share capital be amended as follows:
”The shares shall be issued in the name of the holder.”
c. It is proposed that Article 9(2), second sentence, of the Articles of
Association 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 Board of Directors proposes 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.
The Board of Directors therefore proposes that the wording of Article 4 of the
Articles of Association 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. The Board of Directors therefore proposes that Article 15(1) of the
Articles of Association be amended as follows:
“Each share denomination of DKK 2.- shall entitle the holder to one vote.”
The amendments proposed 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.
In continuation of the proposal, the Board of Directors intends 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 nominally DKK
2 for each one (1) share of nominally DKK 10.
6.3 Proposed amendment of the Articles of Association – presentation of
Annual Report in English
The Board of Directors proposes an amendment of 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.
The Board of Directors therefore proposes that the following provision 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 Board of Directors proposes that the General Meeting authorises the Board
of Directors to allow the Company to acquire 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 must not deviate
by more than 10 per cent from the official quotation on Nasdaq Copenhagen at
the time of the purchase.
The Board of Directors proposes re-election of:
-- Kåre Schultz
-- Walther Thygesen
-- Ingrid Jonasson Blank
-- Jens Due Olsen
-- Karsten Mattias Slotte
-- Jais Valeur, and
-- Hemming Van.
It is intended that the Board of Directors then elects Kåre Schultz as Chairman
and Walther Thygesen as Deputy Chairman.
Following the election, the Board of Directors consists of seven members
elected by the General Meeting and four 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 Annex 1 to the notice.
The Board of Directors proposes reappointment of Ernst & Young Godkendt
Revisionspartnerselskab.
********
Adoption requirements, share capital, record date, attendance and voting right
Resolution to adopt the proposed items 6.1 and 6.2 must be passed by at least
2/3 of the votes cast as well as of the share capital represented at the
General Meeting. All other proposed resolutions may be passed by a simple
majority.
The Company’s share capital of nominally DKK 110,985,000 is divided into shares
of DKK 10 or multiples hereof. Each share of DKK 10 entitles the holder to one
vote.
The record date is Tuesday 21 April 2015. The right to participate and vote
including by postal vote or issue of proxy is assessed on the basis of
registration in the Company’s register of shareholders at that date and on the
basis of notifications of ownership received on this date for entry in the
register of shareholders.
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 not later than Friday 24 April 2015 at 11:59 pm. Admission cards
may be requested either through VP Investor Services’ website,
www.uk.vp.dk/agm, through www.royalunibrew.com (click Investor – Investor
Portal), or via VP Investor Services by telephone +45 43 58 88 93, or by fax
+45 43 58 88 67. Moreover, the registration form may be downloaded from
www.royalunibrew.com (click Investor – General Meeting). If the form is used,
it must be completed, signed and sent by ordinary mail to VP Investor Services,
Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by fax: +45 43 58 88 67,
or as a scanned copy to [email protected] within the deadline.
Proxy
Proxy may be granted either through VP Investor Services’ website,
www.uk.vp.dk/agm, or through www.royalunibrew.com (click Investor – Investor
Portal) (requires electronic access code) not later than Friday 24 April 2015
at 11:59 pm. Moreover, the proxy form may be downloaded from
www.royalunibrew.com (click Investor – General Meeting). If the form is used,
it must be completed, signed and sent by ordinary mail to VP Investor Services,
Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by fax: +45 43 58 88 67,
or as a scanned copy to [email protected] within the deadline.
Voting by correspondence
Shareholders may vote in writing by letter either through VP Investor Services’
website, www.uk.vp.dk/agm, or through www.royalunibrew.com (click Investor –
Investor Portal) (requires electronic access code) not later than Monday 27
April 2015 at 4:00 pm. Moreover, the postal voting form may be downloaded from
www.royalunibrew.com (click Investor – General Meeting). If the form is used,
it must be completed, signed and sent by ordinary mail to VP Investor Services,
Weidekampsgade 14, PO Box 4040, DK-2300 Copenhagen S, by fax: +45 43 58 88 67,
or as a scanned copy to [email protected] within the deadline.
Questions from shareholders
Shareholders may inquire into the agenda, 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 Investor – General Meeting):
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 General Meeting; and
Forms to be used in connection with voting by proxy or by postal vote.
Faxe, 30 March 2015
On behalf of the Board of Directors
Kåre Schultz
Chairman of the Board of Directors
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