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D/S Norden — AGM Information 2011
Apr 11, 2011
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Dampskibsselskabet NORDEN A/S
Announcement no. 22
11 April 2011
Annual general meeting in Dampskibsselskabet NORDEN A/S
On Monday 11 April 2011, the annual general meeting in Dampskibsselskabet
NORDEN A/S was held, see company announcement no. 14 of 14 March 2011.
Adoption of the annual report
The annual general meeting adopted the annual report including the management's
report, the consolidated and parent company financial statements together with
the statement by the Board of Directors and Board of Management and the
auditors' report.
Dividends
The Board of Director's proposal for the distribution of profits, including
payment of dividends of DKK 8 per share of DKK 1 was adopted.
Election of members to the Board of Directors
Karsten Knudsen and Erling Højsgaard were re-elected as members of the Board of
Directors.
Appointment of auditor
PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab was re-appointed
as auditor of the Company.
Amendment of the Articles of association
The amendments proposed by the Board of Directors were adopted, except from the
proposed amendments related to electronic communication (proposal for a new
article 10A and amendment of article 6.6), which the Board of Directors
withdrew at the general meeting.
There was not sufficient share capital represented at the annual general
meeting to carry through the adopted amendments under items F.1 and F.2, and an
extraordinary general meeting will therefore be convened within 14 days for the
purpose of finally adopting the proposed amendments.
Before the capital reduction under item F.1 is effected, it is required, in
addition to adoption at an extraordinary general meeting, that the Company's
creditors will be asked to notify any claim prior to the deadline stipulated by
the Danish Companies Act through the IT system of the Danish Commerce and
Companies Agency.
Adoption of the revised General Guidelines for incentive-based remuneration
The annual general meeting adopted the revised General Guidelines for
incentive-based remuneration of the Board of Directors, the Board of Management
and other employees pursuant to section 139 of the Danish Companies Act.
Treasury shares
The Board of Directors was authorised - for a period of time until the next
annual general meeting - to arrange for the Company to acquire treasury shares
at a nominal value of up to 10% of the share at the market price quoted at the
time of the acquisition with a deviation of up to 10%.
- - - o 0 o - - -
After the annual general meeting, the Board of Directors appointed Mogens Hugo
as Chairman and Alison J. F. Riegels as Vice Chairman.
The Board of Directors thus consists of the following members:
Mogens Hugo (Chairman)
Alison J. F. Riegels (Vice Chairman)
Erling Højsgaard
Karsten Knudsen
Arvid Grundekjøn
Benn Pyrmont Johansen (employee-elected)
Lars Enkegaard Biilmann (employee-elected)
Bent Torry Kjæreby Sørensen (employee-elected)
The entire Chairman's Report is available in company announcement no. 21 and at
www.ds-norden.com.
Kind regards,
Dampskibsselskabet NORDEN A/S
Mogens Hugo
Chairman
Contact at tel. +45 3315 0451: Mogens Hugo, Chairman.
Dampskibsselskabet NORDEN A/S
52, Strandvejen
DK-2900 HELLERUP
CVR no. 67758919
www.ds-norden.com