Copenhagen, 2013-02-28 14:13 CET (GLOBE NEWSWIRE) -- Announcement no. 06
To the shareholders of DFDS A/S
Notice to convene
the Annual General Meeting of DFDS A/S
(company registration no. 14 19 47 11)
Friday, 22 March 2013 at 02.00pm
At Radisson Blu Falconer Hotel & Conference Center, Falconer Allé 9, DK- 2000 Frederiksberg,
Denmark
Agenda
1. The Board of Directors’ report on the Company’s activities during the past year
The Board of Directors proposes that the shareholders note the report by the Board of
Directors on the Company’s activities during the past year.
2. Presentation of the annual report for adoption and resolution regarding discharge to the Management and Board of Directors
The Board of Directors proposes that the shareholders approve the audited annual report for 2012, and grant discharge of liability to the Management and the Board of Directors.
3. The Board of Directors’ proposal for appropriation of profit in accordance with the approved annual report
The Board of Directors proposes that a dividend of DKK 14.00 per share is distributed from the profit of the year and other funds available for distribution.
4. Election of members to the Board of Directors
In accordance with Article 8 (1) of the Articles of Association, the members of the Board of Directors are elected for a period of one year.
The Board of Directors proposes that CEO Bent Østergaard, CEO Vagn Sørensen, CEO Claus Hemmingsen, team leader Jill Lauritzen Melby, CEO Ingar Skaug and CFO Lene Skole are re-elected as members of the Board of Directors, by which the Board of Directors will consist of six members elected by the shareholders.
CEO Anders Moberg does not seek re-election as board member.
A description of the candidates’ competencies and executive functions in other companies is attached as schedule 1.
5. Appointment of auditor
The Board of Directors proposes re-appointment of KPMG Statsautoriseret Revisionspartnerselskab.
6. Proposals from the Board of Directors
6.a Approval of remuneration of the Board of Directors for 2013.
The board fee for 2013 is submitted for approval by the general meeting in accordance with the Recommendations of the Danish Committee on Corporate Governance.
1. Annual fee for the board members is proposed to remain unchanged;
DKK 750,000 for the chairman, DKK 450,000 for the deputy chairmen and
DKK 300,000 for the remaining members of the board.
2. Additional annual fee for the members of the Audit Committee is proposed to re-main unchanged; DKK 100,000 for the chairman and DKK 50,000 for the remaining members of the committee.
Majority requirements and share capital
All items on the agenda may be adopted by a simple majority of votes.
The share capital of the Company is DKK 1,485,608,100, divided into 14,856,081 shares of DKK 100 each. Each share of DKK 100 carries one vote.
Record date, participation and voting right
The record date is Friday, 15 March 2013.
Shareholders who possess shares in the Company on the record date are entitled to participate in and vote at the general meeting. In addition, participation is conditional on the shareholder having obtained an admission card in due time as described below.
Requesting admission cards
Access to the general meeting is conditional on the shareholder requesting an admission card no later than Monday, 18 March 2013.
Admission cards may be requested at VP Investor Services A/S by phone +45 43 58 88 93, via fax + 45 43 58 88 67, via VP Investor Services’ website, www.uk.vp.dk or via the Company’s website www.dfds.com.
Proxy
A proxy may be submitted no later than Monday, 18 March 2013, either through VP Investor
Services’ website, www.uk.vp.dk or via www.dfds.com. Furthermore, a proxy form may be down-loaded via www.dfds.com, printed and sent by fax to +45 43 58 88 67, by email to vpinvestor@vp.dk or by ordinary letter mail to VP Investor Services, Weidekampsgade 14, box 4040, DK-2300 Copenhagen S, Denmark. The proxy must be received by VP Investor Services no later than Monday, 18 March 2013.
Voting by correspondence
Shareholders may vote by correspondence no later than Thursday, 21 March 2013 at 12.00 noon, either through VP Investor Services’ website, www.uk.vp.dk or via www.dfds.com. The form for voting by correspondence may be downloaded via www.dfds.com, printed and sent by fax to
+45 43 58 88 67, by email to vpinvestor@vp.dk or by ordinary letter mail to VP Investor Services, Weidekampsgade 14, box 4040, DK-2300 Copenhagen S, Denmark. The vote by correspondence must be received by VP Investor Services no later than Thursday, 21 March 2013 at 12.00 noon.
Additional information
The following information is available on the Company’s website www.dfds.com:
- Notice to convene the general meeting
- The aggregate number of shares and voting rights as of the date of the notice to convene the general meeting
- The documents that will be submitted at the general meeting, including the Annual Report for 2012
- The agenda and the complete proposals; and
- The forms used for voting by proxy and by correspondence
The shareholders can in writing ask questions to the Company regarding the agenda and/or the documents prepared for the general meeting.
Practical information
The doors to the DFDS area at the Radisson Blu Falconer Hotel will be opened at 01.00pm.
Coffee and cakes are served from 01.15pm
Copenhagen, 28 February 2013
Board of Directors
Schedule 1 – List of candidates
Board of Directors
Bent Østergaard, Chairman
Date of birth: 5 October 1944
Elected for the board: 1 April 2009
Re-elected: 2010-2012
Election period ends: 22 March 2013
Chairman of the Nomination Committee and Remuneration Committee
Position: CEO, Lauritzen Foundation
Chairman: Cantion A/S, Frederikshavn Maritime Erhvervspark A/S, J. Lauritzen A/S, Kayxo A/S,
NanoNord A/S
Board member: Comenxa A/S, Desmi A/S, Durisol UK, With Foundation, Mama Mia Holding A/S,
Royal Arctic Line A/S, Meabco A/S, Meabco Holding A/S
The Board of Directors is of the opinion that Bent Østergaard possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in shipping and finance.
As a result of his executive funtions for the Company’s principal shareholder, the Lauritzen Foundation, Bent Østergaard cannot be considered independent as per the Recommendations of the Danish Committee on Corporate Governance.
Vagn Sørensen, Deputy Chairman
Date of birth: 12 December 1959
Elected for the board: 20 April 2006
Re-elected: 2007-2012
Election period ends: 22 March 2013
Member of the Nomination Committee, Remuneration Committee and Audit Committee
Positions: CEO, GFKJUS 611 ApS, VOS Invest ApS
Chairman: E-Force A/S, FLSmidth A/S, FLSmidth & Co. A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/S, UC4 Software GmbH
Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co. A/S, Koncertvirksomhedens Fond, Det Rytmiske Musikhus Fond, Lufthansa Cargo AG, Royal Carribbean Cruises Ltd., Nordic Aviation Capital A/S
The Board of Directors is of the opinion that Vagn Sørensen possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in aviation and service industries.
Claus Hemmingsen, Deputy Chairman
Date of birth: 15 September 1962
Elected for the board: 29 March 2012
Election period ends: 22 March 2013
Member of the Nomination Committee and Remuneration Committee
Position: CEO, Maersk Drilling, member of the Executive Board in A.P. Møller – Mærsk A/S
Claus Hemmingsen’s responsibilities in A.P. Møller – Mærsk A/S cover Maersk Drilling, Maersk Tankers, Maersk Supply Service, Maersk FPSO (Floating Production, Storage og Offloading units) and SVITZER.
Chairman: Denmark Hong Kong Trade Association
Deputy Chairman of the board: Danish Shipowners’ Association
Board member: Egyptian Drilling Company, International Association of Drilling Contractors (IADC), Danish Chinese Business Forum, EU Hong Kong Business Co-operation Committee.
The Board of Directors is of the opinion that Claus Hemmingsen possesses the following special
competences: International management experience and expertise in shipping and liner service.
Jill Lauritzen Melby, Board member
Date of birth: 6 December 1958
Elected for the board: 18 April 2001
Re-elected: 2002-2012
Election period ends: 22 March 2013
Member of the Audit Committee
Position: Team Leader Finance, BASF A/S
The Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special
competences: Expertise in financial management.
Due to family relations to the Company’s principal shareholder, The Lauritzen Foundation, Jill Lauritzen Melby cannot be considered independent as per the Recommendations of the Danish Committee on Corporate Governance.
Ingar Skaug, Board member
Date of birth: 28 September 1946
Elected for the board: 16 April 1998
Re-elected: 1999-2012
Election period ends: 22 March 2013
Chairman: Center for Creative Leadership, Bery Maritime AS, Ragni Invest AS, Performance Leadership A/S
Deputy Chairman of board: J. Lauritzen A/S
Board member: Miros AS, Berg-Hansen AS, Petroleum Geo Services A/S
The Board of Directors is of the opinion that Ingar Skaug possesses the following competences:
International management experience, board experience from international and listed companies, and
expertise in shipping, logistics, aviation and service industries.
Due to the fact that Ingar Skaug has been a member of the DFDS A/S board for more than 12 years, Ingar Skaug cannot be considered independent as per the Recommendations of the Danish Committee on Corporate Governance.
Lene Skole, Board member
Date of birth: 28 April 1959
Elected for the board: 20 April 2006
Re-elected: 2007-2012
Election period ends: 22 March 2013
Chairman of the Audit Committee
Position: EVP/CFO, Coloplast A/S
Board member: Coloplast Danmark A/S, Coloplast Ejendomme A/S, Tryg A/S
The Board of Directors is of the opinion that Lene Skole possesses the following special competences:
International management experience and expertise in economics and accounting.
Contact persons:
Niels Smedegaard, CEO
+45 33 42 34 00
Torben Carlsen, CFO
+45 33 42 32 01
Søren Brøndholt Nielsen, IR
+45 33 42 33 59
