COPENHAGEN, Denmark, April 24, 2002 (PRIMEZONE) -- Today ISS A/S held its annual general meeting. The shareholders approved the consolidated accounts for 2001 and allocation of the results to the reserves and granted discharge to the Board of Directors and Management. The Board was authorized to permit acquisition of up to 10% of the Company's share capital. Proposals to amend the articles of association were approved but will be decided upon at an extraordinary general meeting. Members to the Board of Directors and auditors were elected.
Today, ISS A/S held its Annual General Meeting (AGM) in Copenhagen, Denmark. The shareholders approved the Group accounts for 2001, which showed a 21% increase in turnover to DKK 34.8 billion and a 12% increase in operating profit to DKK 1,633 million after non-recurring expenses. The Board of Directors and Board of Management were granted discharge. In accordance with the Company's dividend policy, the shareholders also approved the proposal by the Board of Directors that the 2001 net profit of DKK 222 million be allocated to reserves.
In his report to the shareholders, Arne Madsen, Chairman of the Board of Directors, said that 2001 was the first year of implementation of the strategy create2005. Appreciating cleaning being a significant business area, the Chairman explained how ISS fundamentally is changing into becoming a Facility Services provider. The Chairman emphasized another of the focal points in 2001, reorganization, and explained that the contract trimming was carried out in order to improve ISS' operating margin thereby enabling the continuing development of ISS as one of the world's most modern and advanced service companies. Finally, the Chairman expressed that the future for ISS looks as least as exciting as in previous years. He added that ISS will focus on improving profitability and continue to grow organically as well as by acquisitions.
Amendments to Articles of Association
At the AGM, the proposals by the Board of Directors to amend the Articles of Association were examined and approved. As the required quorum was not present at the AGM, these amendments to the Articles of Association will be finally decided upon at an extraordinary general meeting to be held Tuesday, May 7, 2002 at 10 a.m. at the Company's Head Office at 30 Bredgade, DK-1260 Copenhagen K. The meeting will concern the following proposals:
a) Section 10 (1) of the Articles of Association is amended to
read as follows:
"The annual general meeting shall be held before the end of
the month of April."
b) (i) Section 10 (3) No. 2 is amended to read as follows:
"Presentation of the audited annual report for adoption."
(ii) A new section 10 (3) No. 3 is proposed of the following
wording:
"Resolution to exempt the Board of Directors and
Board of Management from liability."
The existing section 10 (3) No. 3 thus becomes section
10 (3) No. 4 which is amended to read as follows:
"Resolution regarding application of the profits or covering
of the losses according to annual report adopted."
(iii) In section 12 (2) the words "the annual accounts and
consolidated accounts duly provided with the auditors'
report and annual report" are replaced with "audited
annual report."
(iv) In section 18 the words "annual accounts" are replaced
with "annual report."
c) Section 12 (1) 1 sentence is amended to read as follows:
"All general meetings shall be convened at no more than four
weeks' and not less than eight days' notice in a newspaper
of national coverage."
d) Section 15 (1) is amended to read as follows:
"Resolutions shall be passed by a simple majority of votes,
unless otherwise provided in the Articles of Association or by
law. The passing of resolutions amending these Articles of
Association or dissolving the Company shall, however, be
subject to no less than two thirds of the votes cast as well as
of the share capital represented at the general meeting and
eligible to vote being in favor of the resolution."
Section 15 (2) is deleted.
e) Authorisations to the Board of Directors:
Proposal that the Board of Directors during the period up to
and including April 23, 2007 be granted new authorizations:
(i) to issue employee shares of up to DKK 8,000,000 par
value (400.000 shares) - to be inserted in the Articles
of Association as a new section 5 (3) to the effect that
the existing section 5 (3) be renumbered section 5 (4).
(ii) issue warrants for subscription of ISS shares of up to
DKK 8.000.000 par value (400.000 shares). Beneficiaries
will be individual members of the Board of Directors,
managers and particularly qualified employees
in the ISS Group. The authorization shall further
include the right to increase the share capital when
the warrants are exercised - to be inserted in the Articles
of Association as section 6 (6).
A proposal that the Board of Directors or the delegate of the
Board be authorized to notify the Danish Commerce and
Companies Agency and to carry out such amendments - including
corrections to the documents drafted - which may be
requested by the Commerce and Companies Agency for the
registration.
f) (i) The approval of the general meeting that the Board of
Directors exercises the authorization set out in section
6 (5) in the Articles of Association to issue war-rants
for new shares at a total of up to DKK 1,200,000
par value (60,000 shares) to the individual members
of the Board.
(ii) The approval of the general meeting that effective
January 1, 2003 the fee to the members of the Board be
increased from annually DKK 200,000 to DKK 250,000.
Authorization Regarding Own Shares
At the AGM, the Board of Directors was authorised to permit ISS A/S, or its subsidiary, ISS Finans A/S, to acquire up to 10% of the Company's sharecapital.
Election of members of Board of Directors and auditors
Mr. Sven Riskaer was re-elected as member of the Board of Directors. Mr. Bent Carlsen did not seek re-election. Instead Mr. Tom Knutzen was elected as new member of the Board of Directors.
KPMG C. Jespersen and Deloitte & Touche, Statsautoriseret Revisionsselskab, were re-elected as the Group's auditors.