Notice is hereby given of the Annual General Meeting of William Demant Holding A/S to be held on:
Thursday, 7 April 2016 at 4 p.m. CET
at the Company's address
Kongebakken 9, 2765 Smørum, Denmark
Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda is as follows:
- Report of the Board of Directors on the Company's activities during the past year.
The Board of Directors recommends that the report be adopted.
- Presentation for approval of the audited annual report, including the consolidated financial statements.
The Board of Directors recommends that the annual report be approved.
- Approval of remuneration for the Board of Directors for the current financial year.
The Board of Directors recommends that the proposed remuneration be approved.
- Resolution on the appropriation of profit or covering of loss according to the approved annual report.
The Board of Directors proposes that the profit of DKK 1,171 million be transferred to the Company's reserves to the effect that no dividend be paid.
- Election of members to the Board of Directors.
Under Article 11.2 of the Articles of Association, board members elected by the AGM are elected for one-year terms. At the 2016 AGM, Lars Nørby Johansen, Peter Foss, Niels B. Christiansen and Benedikte Leroy stand for re-election. The Board of Directors further proposes that Lars Rasmussen be elected as new member of the Board of Directors.
- Election of auditor.
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be re-elected.
- Any proposal from the Board of Directors or shareholders.
The Board of Directors has submitted the following proposals:
a) Reduction of the Company's share capital
b) Authorisation to the Board of Directors to let the Company acquire own shares
c) Approval of the Company's Remuneration Policy and General Guidelines on Incentive Pay
d) Amendment to the Company's Articles of Association
i. Amendments to Articles 4.1 and 9.1 of the Articles of Association (denomination of shares and voting rights per share)
ii. Amendments to Articles 5.1 and 7.4 of the Articles of Association (registered shares and method of convening)
iii. Amendment to Article 13.1 of the Articles of Association (power to bind the Company)
iv. Amendment to Article 12.1 of the Articles of Association (Executive Board)
e) Authorisation for increase of capital
f) Authority to the chairman of the AGM
- Any other business
The full proposals can be seen in the attached notice.
Before the AGM, coffee and cake will be served from 3 p.m. Parking spaces have been reserved at the main entrance, and there will be free, regular transport from the nearby Kildedal S-train station between 2.40 and 3.20 p.m. and back again after the AGM.
Please note that the entire AGM will be transmitted live on the Company's website, and shortly before 4 p.m., you can watch live coverage with audio throughout the meeting on www.demant.com.
The Board of Directors
Further information: Other contacts:
Niels Jacobsen, President & CEO Søren B. Andersson, VP IR
Phone +45 3917 7300 Rasmus Sørensen, IR Officer
www.demant.com
