Today, an Extraordinary General Meeting of Danisco A/S was held with the following resolutions being passed:
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Jørgen Tandrup, Håkan Björklund, Kirsten Drejer, Jesper Ovesen, Søren Skou and Diego Bevilacqua – all Board members elected by the general meeting - retired as Directors and were replaced by Nicholas Charles Fanandakis, Susan M. Stalnecker, Patrick S. Schriber, John Richard Wiley, Ian Hudson and Benito Cachinero-Sanchez.
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Delisting of the shares of Danisco A/S from NASDAQ OMX Copenhagen A/S and ratification of the decision of the Board of Directors of Danisco A/S to seek such a delisting as soon as possible.
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Removal of Article 1.3 of the Articles of Association of Danisco A/S upon delisting of Danisco A/S from NASDAQ OMX Copenhagen A/S.
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Authorization of the Board of Directors of Danisco A/S to pay out extraordinary dividends subject to the provisions of the Danish Companies Act.
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Amendments to the Articles of Association of Danisco A/S. The amendments include that:
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General meetings shall be convened with two to four weeks notice (upon delisting of Danisco A/S from NASDAQ OMX Copenhagen A/S) in replacement of the current term of three to five weeks notice.
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Notices of general meetings, including resolutions and material, shall be made available to the shareholders on Danisco’s website www.danisco.com for a continuous period of two weeks prior to the general meeting, including the day of the general meeting (upon delisting Danisco A/S from NASDAQ OMX Copenhagen A/S) in replacement of the current three weeks notice.
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The number of members of the Executive Board is amended to one to five members in replacement of the current two to five members.
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General meetings shall be convened with two to four weeks notice (upon delisting of Danisco A/S from NASDAQ OMX Copenhagen A/S) in replacement of the current term of three to five weeks notice.
- A proposal submitted on change of the financial year of Danisco A/S from the current financial year which runs from 1 May to 30 April and to the calendar year was withdrawn.
The complete wordings of the resolutions appear from the previously published agenda and the resolutions in full for amendments of the Articles of Association of the Company attached to the notice convening the Extraordinary General Meeting.
