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Coloplast — AGM Information 2011
Dec 7, 2011
3358_iss_2011-12-07_95b2b2cd-39ab-4fd7-aba4-0bbf5836fc66.pdf
AGM Information
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Announcement No. 12/2011 7 December 2011
Annual General Meeting of Coloplast A/S on Wednesday, 7 December 2011 at 3:30
The Annual General Meeting of Coloplast A/S has just been adjourned.
Reporting on the transactions cf. the agenda which is attached as an appendix to this information.
Mr. Henrik Wedell-Wedellsborg, Attorney at Law, was elected as Chairman of the General Meeting.
Re 1
The Directors' report on the activities of the company was approved unanimously.
Re 2
The annual report was approved unanimously.
Re 3
Distribution of ordinary dividend of DKK 14.00 per share of DKK 5.00 was approved by the General Meeting.
Re 4
The General Meeting received and adopted the following proposals from the Board of Directors:
(a) Amendment to the company's Articles of Association.
Article 5(2) to be amended to read as follows: "The authorisation conferred on the Board of Directors shall be valid until the annual general meeting to be held in 2016."
(b) Fees paid to Board members.
The total annual basic fees paid to Board members to be raised from DKK 325,000 to DKK 350,000.
(c) Grant of authority to the company's Board of Directors to allow the company to acquire treasury shares representing up to 10 % of the company's share capital pursuant to the provisions of section 198 of the Danish Companies Act.
The highest and lowest amount to be paid for the shares is the price applicable at the time of purchase +/-10 %
The authority shall be valid until the company's annual general meeting to be held in 2012.
Re 5 Election of Directors.
The following members of the Board of Directors were re-elected by the General Meeting:
Mr. Michael Pram Rasmussen, Director (Chairman) Mr. Niels Peter Louis-Hansen, BCom (Deputy Chairman) Mr. Sven Håkan Björklund, Director Mr. Per Magid, Attorney Mr. Brian Petersen, Director Mr. Jørgen Tang-Jensen, CEO
Re 6 Appointment of auditors.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 DK-2900 Hellerup
were re-appointed as the company's auditors.
Re 7 Any other business.
Nothing to report under any other business.
Lars Rasmussen President, CEO
Enclosures: Notice convening the General Meeting
To the shareholders of Coloplast A/S
14 November 2011
Notice of Annual General Meeting
The Annual General Meeting will be held on Wednesday, 7 December 2011 at 3:30 pm at the premises of Coloplast A/S at Holtedam 3 in Humlebæk (Aage Louis-Hansen conference facilities).
Prior to the General Meeting, coffee, tea and cake will be served at the same premises from 3:00 pm to 3:30 pm.
The General Meeting will be opened by the Chairman of the Board of Directors and will be presided over by a chairman appointed by the Board of Directors. The General Meeting will be webcast to the shareholders at www.coloplast.com.
Agenda
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- To receive the report of the Board of Directors on the activities of the company during the past financial year.
-
- To present and approve the audited annual report.
-
- To pass a resolution on the distribution of profit in accordance with the approved annual report.
-
- To consider any resolutions proposed by the Board of Directors or shareholders.
Proposals from the Board of Directors:
(a) Amendment to the company's Articles of Association.
Article 5(2) to be amended to read as follows: "The authorisation conferred on the Board of Directors shall be valid until the annual general meeting to be held in 2016."
This is merely an extension of the authority granted to the Board of Directors.
(b) Fees paid to Board members.
It is recommended that the total annual basic fees paid to Board members be raised from DKK 325,000 to DKK 350,000.
(c) Grant of authority to the company's Board of Directors to allow the company to acquire treasury shares representing up to 10 % of the company's share capital pursuant to the provisions of section 198 of the Danish Companies Act.
The highest and lowest amount to be paid for the shares is the price applicable at the time of purchase +/-10 %.
The authority shall be valid until the company's annual general meeting to be held in 2012.
- To elect members to the Board of Directors.
The Board of Directors proposes re-election of the following members:
Mr. Michael Pram Rasmussen, Director (Chairman) Mr. Niels Peter Louis-Hansen, BCom (Deputy Chairman) Mr. Sven Håkan Björklund, Director Mr. Per Magid, Attorney Mr. Brian Petersen, Director Mr. Jørgen Tang-Jensen, CEO
For further information on each of the current members of the Board of Directors, please refer to Coloplast's website, www.coloplast.com, or contact the Shareholder Secretariat by telephone at +45 49 11 18 00.
6. To appoint auditors.
The Board of Directors proposes re-appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the company's auditors.
- Any other business.
Adoption of the amendment to the Articles of Association proposed in item 4 (a) of the agenda is subject to at least 50 % of the share capital being represented at the General Meeting and to the resolution being adopted by not less than two-thirds of the votes cast as well as of the voting share capital represented at the General Meeting, cf. Article 11 (1) and (2) of the Articles of Association.
If the required share capital is not represented at the Annual General Meeting, and the proposed resolution is not adopted by two-thirds of the votes cast, the resolution will stand rejected. If the resolution is adopted by two-thirds of the votes cast, the Board of Directors shall convene an extraordinary general meeting within two weeks, and if the resolution is adopted by at least two-thirds of the votes cast as well as of the voting share capital represented at such general meeting, the resolution shall be passed irrespective of the share capital represented.
The proposed resolutions in item 4 (b) and (c) of the agenda can be adopted by a simple majority of votes pursuant to Article 11 of the Articles of Association.
No other proposals have been tabled by the Board of Directors or by shareholders for consideration at the General Meeting.
Shareholder information
The total share capital of the company is DKK 225 million, of which DKK 18 million is A shares divided into shares of DKK 5.00 each or multiples thereof and DKK 207 million is B shares divided into shares of DKK 5.00 each.
A shareholder's right to attend and vote at a general meeting is determined relative to the shares held by the shareholder on the record date, which is Wednesday, 30 November 2011.
Each A share of DKK 5.00 entitles the holder to ten votes, and each B share of DKK 5.00 entitles the holder to one vote.
Any shareholder may submit questions to the management at the General Meeting. Questions to the agenda and other documents for the purpose of the General Meeting may also be submitted in writing and must be received by the company not later than one week before the date of the General Meeting. Questions in writing, including a clear identification of the shareholder, must be forwarded by email to [email protected] or by ordinary mail to Coloplast A/S, Holtedam 1, DK-3050 Humlebæk, marked "Shareholder Secretariat".
The following information is available on the company's website, www.coloplast.com, under "Investor Relations" as from 14 November 2011:
- Notice convening the General Meeting.
- Total number of shares and voting rights as at the date of the notice, including the total number of each share class.
- Documents to be presented at the General Meeting, including the 2010/11 Annual Report.
- Agenda and complete proposals.
- Forms to be used for proxy/postal voting.
The notice convening the General Meeting, including the complete proposals for consideration at the General Meeting, have also been forwarded to any registered shareholder who has so requested. Additionally, the documents will be available at the company's offices.
Payment of dividends
Dividends adopted at the General Meeting will be at the disposal of the shareholders on Tuesday, 13 December 2011 through the account-holding bank Nordea.
See page 8 of the 2010/11 Annual Report for additional information about dividends.
Admission cards
Admission cards will be issued to anyone who, according to the register of shareholders, is registered as a shareholder on the record date, or from whom the company has received due notice as of the record date for entry into the register of shareholders.
Any shareholder is entitled to attend the General Meeting if the shareholder has requested an admission card on or before Monday, 5 December 2011 at 4:00 pm.
Admission cards for the General Meeting can be requested
- by filling in, signing and returning the attached form to Computershare A/S; or
- through the "Shareholder Portal" on the company's website, www.coloplast.com.
The shareholder or proxy holder may attend the General Meeting accompanied by an adviser.
Proxy voting
Voting rights may be exercised through a proxy, who must produce a written and dated instrument appointing the proxy. Such instruments cannot be issued for a period exceeding one year at a time.
Proxies must be nominated on or before Monday, 5 December 2011 at 4:00 pm by filling in, signing and returning the attached form to Computershare A/S or through the "Shareholder Portal" on the company's website, www.coloplast.com.
Postal voting
Registered shareholders may exercise a postal vote on the agenda items. Postal votes may be cast on the attached form or through the "Shareholder Portal" on the company's website, www.coloplast.com.
Postal votes may not be withdrawn.
Where the shareholder has not registered for the General Meeting, postal votes must be received by Computershare A/S on or before Monday, 5 December 2011 at 4:00 pm.
The Board of Directors
For further information, please contact
Investors and analysts
Lene Skole Executive Vice President, CFO Tel. +45 4911 1700
Ian S.E. Christensen Director of Investor Relations Tel. +45 4911 1800/+45 4911 1301 Email: [email protected]
Henrik Nord Investor Relations Manager Tel. +45 4911 1800/+45 4911 3108 Email: [email protected]
Press and the media
Ulla Lundhus Media Relations Manager Tel. +45 4911 1929 Email: [email protected]
This announcement is available in a Danish and an English-language version. In the event of discrepancies, the Danish version shall prevail.
The Coloplast logo is a registered trademark of Coloplast A/S. © 2011-12 All rights reserved. Coloplast A/S, 3050 Humlebæk, Denmark.
Coloplast develops products and services that make life easier for people with very personal and private medical conditions. Working closely with the people who use our products, we create solutions that are sensitive to their special needs. We call this intimate healthcare.
Our business includes Ostomy Care, Urology Care, Continence Care and Wound and Skin Care. We operate globally and employ more than 7,000 people.