Company Announcement No 8/2010
30 March 2010
To the shareholders of Royal Unibrew A/S CVR No 41956712
The Supervisory Board of Royal Unibrew A/S hereby gives notice of the Annual
General Meeting 2010 of the Company. The Annual General Meeting will be held
on:
Tuesday, 27 April 2010, at 17:00 at Odense Congress Center, Ørbækvej 350,
DK-5220 Odense SØ
The agenda is as follows: 1. Report on the Company's activities during the
year. 2. Presentation of the audited Annual Report for 2009 including
Auditor's Report for adoption
and granting of discharge to the Supervisory Board and the Executive
Board. 3. Proposed distribution of profit for the year, including resolution
on the amount of dividend The Supervisory Board proposes that no dividend be
distributed. 4. Consideration of proposed resolutions submitted by the
Supervisory Board Required amendments of the Articles of Association
4.1 The following proposals are required amendments of the Articles of
Association pursuant to the new Dan-ish Companies Act (Act No 470 of 12 June
2009):
a) In Articles 5(1) and 9(3), the Danish term 'aktiebog' shall be amended to
'ejerbog' and 'aktiebogsfører' to 'ejerbogsfører'.
b) In Article 9(2), the notice of convening the General Meeting shall be
amended from 4 weeks-8 days to 5-3 weeks prior to the General Meeting.
c) Article 10, third sentence shall be amended to the effect that proposed
resolutions by shareholders which they wish the General Meeting to consider
must be submitted to the Company's Supervisory Board not less than 6 weeks
prior to the date of the General Meeting.
d) Article 11 shall be amended to the effect that the percentage required for
shareholders to be able to request an Extraordinary General Meeting is reduced
from at least 1/10 to at least 5 per cent of the Company's share capital.
e) Article 14(1) shall be amended to the effect that the shareholder's right to
attend and vote in connection with a General Meeting is determined by the
shares held by the shareholder on the record date, which is one week prior to
the date of the General Meeting. The shares held by the individual shareholder
are calcu-lated on the record date based on recording of the shareholder's
share ownership in the Register of Share-holders as well as any notification of
share ownership received by the Company with a view to entry in the Register of
Shareholders which has not yet been entered in the Register of Shareholders.
f) Article 14(2) shall be amended to the effect that the time limit for
requesting an admission card is reduced from 5 to 3 days.
g) In Articles 17(1), 19(1) and 25(3), the Danish term 'aktieselskabsloven'
shall be amended to 'selskabsloven' so that the Danish terms used in the new
Danish Companies Act are also those used in the Articles of Asso-ciation. At
the same time, the reference in Article 25 shall be amended to Section 139 of
the Danish Compa-nies Act.
h) In Article 17(2),'voting' shall be deleted in order for the wording to be
in accordance with the Danish Com-panies Act.
Amendments of the Articles of Association for reasons of consistency
4.2 The following proposals are consequential amendments of the Articles of
Association pursuant to the new Danish Companies Act (Act No 470 of 12 June
2009):
a) In Article 5(1), the address of VP Investor Services A/S shall be amended
to CVR No, and the principal name in parentheses following the name shall be
deleted.
b) Article 5(3) shall be deleted as the provision on recording in the Register
of Shareholders follows from Sec-tion 49 of the Danish Companies Act and is of
less importance following the introduction of the record date system.
c) Article 12 shall be amended so as to indicate which information on the
General Meeting the Company is re-quired to publish on its website not less
than three weeks prior to the General Meeting - in accordance with the Danish
Companies Act.
d) Article 15(4-5) shall be amended to Article 15(2-3) in order for the
wording to be in accordance with the new provisions in Section 80 of the Danish
Companies Act on the exercise of voting rights by proxy.
e) Article 18 shall be amended in order for the wording to be in accordance
with the Danish Companies Act as there is no longer a requirement for the
minutes of the General Meeting to be made available for inspection at the
Company's registered office.
f) Article 20(2), first sentence shall be amended in order for the wording to
be in accordance with the Danish Companies Act as it now appears that the
Supervisory Board shall form a quorum when more than half of all its members
are represented.
Other amendments of the Articles of Association
4.3 It is proposed that the Supervisory Board's authorisation in Article 7(1)
to increase the Company's capital be increased to DKK 11,000,000 and extended
until the next Annual General Meeting in 2011.
4.4 In Article 8, the term 'the Danish Securities Centre' shall be amended to
‘a securities centre' as the Danish Securities Centre has changed its name to
VP Securities A/S and to allow for any future changes.
4.5 Article 9(2), first sentence shall be amended to the effect that future
General Meetings may also be held in the Central Denmark Region. At the same
time, 'the Greater Copenhagen area' shall be amended to 'the Capital Region of
Denmark'.
4.6 Article 9(2), second sentence shall be amended to the effect that the
method of convening is changed from the meeting being convened in a national
newspaper to the meeting be convened through the website and in the IT system
of the Danish Commerce and Companies Agency.
4.7 It is proposed that the voting cap in Article 15(2-3) be deleted.
In addition to the above, the Supervisory Board submits the following proposed
resolutions:
4.8 The Supervisory Board proposes that the General Meeting authorises the
Supervisory Board in the period up until the next Annual General meeting to let
the Company acquire treasury shares, provided the total holding of treasury
shares in the Company after the acquisition does not exceed 10% of the share
capital. The consideration for treasury shares may not differ by more than 10%
from the official quotation on NASDAQ OMX Copenhagen A/S on the date of
acquisition.
4.9 Guidelines for incentive pay
The Supervisory Board proposes that the Annual General Meeting approve the
updated overall guidelines for incentive pay to management of Royal Unibrew A/S
prepared by the Supervisory Board. As the Super-visory Board suspended the
previous option scheme in 2009, it is proposed to adapt the bonus provisions
and to delete the provisions about share options.
The complete proposals for the new guidelines are available at
www.royalunibrew.com. Article 25(3) of the Company's Articles of Association
already contains a provision on guidelines for incentive pay. This provi-sion
will be updated in accordance with the new Danish Companies Act, see item
4.1.g) above).
5. Election of members of the Supervisory Board
Steen Weirsøe has decided not to accept re-election to the Supervisory Board
of Royal Unibrew. The Su-pervisory Board proposes that Søren Eriksen, who is
CEO of DSB, is elected to the Supervisory Board in-stead.
The Supervisory Board thus proposes
re-election of: • Tommy Pedersen, • Ulrik Bülow, • Erik Højsholt, and •
Hemming Van
and new election of • Søren Eriksen
Information on the background and offices held by the candidates is provided
on www.royalunibrew.com. 6. Appointment of state authorised public
accountant The Supervisory Board proposes reappointment of Ernst & Young
Godkendt Revisionspartnersel-
skab.
7. Authorisation of the Chairman of the meeting
The Supervisory Board proposes that the Annual General Meeting authorises the
Chairman of the meeting to register registrable resolutions passed by the
General Meeting with the Danish Commerce and Compa-nies Agency and to make any
adjustments to the documents prepared in relation to the said resolutions that
the Danish Commerce and Companies Agency may require in order to effect the
registration of the resolu-tions.
8. Any other business The agenda, the complete proposals, the Annual Report of
the Parent Company and the Group for 2009 as well as the Company's Articles of
Association with all proposals incorporated will be available for inspection at
the Company's investor relations office at Faxe Allé 1, DK-4640 Faxe from
Friday 16 April 2010 in accordance with the provisions of the Articles of
Association. In order to attend the Annual General Meeting, the shareholder
must not later than Thursday 22 April 2010, at 16:00 have obtained an admission
card. Admission cards may be obtained from VP Investor Services A/S (stamped
return envelope enclosed with the notice), by telephone at +45 43 58 88 93, by
fax at +45 43 58 88 67, at VP Investor Services' website www.uk.vp.dk/agm or at
the Company's website www.royalunibrew.com (click Investor - InvestorPortalen).
In order to pass the resolutions proposed in item 4.1 of the agenda, one
shareholder must vote in favour of the proposed resolutions. Resolutions to
amend the Articles of Association as proposed in items 4.2-4.7 must be passed
by at least 2/3 of the votes cast as well as of the voting share capital
represented at the Annual General Meeting. All other proposed resolutions may
be passed by simple majority. The Company's share capital of a nominal
amount of DKK 111,864,980 is divided into shares of DKK 10 or mul-tiples
hereof. Each share denomination of DKK 10 entitles the holder to one vote. In
order to be entitled to vote at the Annual General Meeting, shareholders must
have obtained an admission card and must, furthermore, at the time of convening
of the Annual General Meeting either have registered their shares by name or
have given no-tice of and documented their title. Furthermore, no shareholder
may exercise voting rights for an amount exceed-ing 10% of the Company's share
capital. However, this restriction shall not apply to the casting of votes by
proxy by the Supervisory Board or by other proxyholders proposed by the
Supervisory Board provided that the indi-vidual proxy does not exceed 10% of
the Company's share capital. An Instrument of Proxy form for voting at the
Annual General Meeting has been enclosed with this notice of the Annual General
Meeting. Proxy may be granted either at VP Investor Services' website
www.uk.vp.dk/agm, at www.royalunibrew.com (click Investor - InvestorPortalen)
or by returning the completed form to VP Investor Services A/S (stamped return
envelope enclosed with the notice). The form must be received by VP Investor
Ser-vices A/S by Thursday 22 April, at 16:00.
Shareholders may ask questions on the agenda, documents for the purpose of the
General Meeting, etc by writ-ten inquiry to the Company's investor relations
office, Faxe Allé 1, DK-4640 Faxe.
At www.royalunibrew.com additional information is provided, in complete and
unabridged text, on the General Meeting, including the Annual Report for 2009,
the notice of the general meeting, the total number of shares and voting rights
on the date of the notice, the agenda, the complete proposals, Instrument of
Proxy form for the pur-pose of the Annual General Meeting as well as the
Company's Articles of Association and the guidelines for in-centive pay with
all proposals incorporated.
Faxe, 31 March 2010
Supervisory Board
Overall Guidelines for Incentive Pay at Royal Unibrew A/S
According to Section 139(1) of the Danish Companies Act, the Supervisory Board
shall have drawn up overall guidelines for incentive pay before specific
agreements concerning incentive pay with members of the company's Supervisory
Board or Executive Board are entered into. The guidelines shall be considered
and approved by the company's general meeting, and information hereof shall be
incorporated in the company's articles of associa-tion.
1. General principles
The Supervisory Board believes that a combination of fixed and
performance-driven remuneration to the Executive Board contributes to ensure
that the company can attract and retain key employees. At the same time, the
Executive Board is given an incentive to create shareholder value through
partial incentive-based remuneration.
The objective of the overall guidelines is to determine the framework for the
variable portion of the salary with due regard to the company's short- and
long-term objectives and to ensure that this method of remu-neration does not
lead to imprudence or unreasonable behaviour or acceptance of risks.
2. Persons comprised by the scheme
a. Supervisory Board
The Supervisory Board receives a cash remuneration, which is approved annually
by the general meet-ing in connection with the approval of the annual report
for the relevant year.
If particularly extensive committee work or the like is required, the
Supervisory Board may fix a special fee based on the scope of the work.
The Supervisory Board does not receive share-based remuneration, and since the
cash board fee is de-termined and approved at the annual general meeting of the
subsequent year, the Supervisory Board is not deemed to receive incentive pay.
The remuneration to the members of the Supervisory Board is thus not comprised
by these overall guidelines.
b. Executive Board
These overall guidelines for incentive pay apply to the members of the
Executive Board from time to time registered with the Danish Commerce and
Companies Agency. Staff groups not comprised by the framework of these
guidelines may have (and usually will have) bonus schemes or other
incentive-based remuneration programmes included in their respective employment
terms.
The employment terms and the remuneration to the members of the Executive
Board are specifically agreed between each individual member of the Executive
Board and the Supervisory Board within the framework of these overall
guidelines, and remuneration usually includes all components listed in sec-tion
3 hereof. At the present, remuneration does not include grant of share options
or warrants because the Supervisory Board suspended the previous option
programme in 2009. The purpose of the adop-tion of these guidelines is
therefore to adjust the bonus provisions while the provisions of the option
programme lapse.
3. Remuneration Components
The aggregate remuneration paid to members of the Executive Board includes the
following components:
a. Fixed salary (“Gross Salary”), including pension;
b. The usual ancillary benefits such as car, telephone, newspapers etc.
c. cash bonus, see section 4
4. Cash Bonus
A bonus or bonus scheme may have a term of one or more years and may be subject
to a specific event oc-curring in respect of Royal Unibrew. Retention bonuses,
loyalty bonuses or the like may also be applied. Payment of bonus depends on
whether the conditions and benchmarks defined in the agreement have been fully
or partly met. Such benchmarks may relate to the personal performance of the
executive in question, to the financial performance of Royal Unibrew, to the
financial performance of one or more of Royal Unibrew's business units or to
the occurrence of a specific event.
Ordinary Bonus (short-term)
Individual members of the Executive Board may be eligible for an ordinary cash
bonus not to exceed 40% of their Gross Salaries. The level of bonus is
determined by the Supervisory Board.
This ordinary cash bonus is intended to help the company achieve its short-term
objectives. Bonus grants and their size therefore depend on the fulfilment of
objectives agreed for one year at a time. These objectives will primarily
relate to the fulfilment of the company's budgeted goals and results or the
achievement of fi-nancial key figures or other measurable individual results,
whether of a financial or non-financial nature.
Long-term Bonus
Individual members of the Executive Board may be eligible for a long-term cash
bonus which is earned over a multi-year period. The initial period is expected
to run from 1 January 2010 to 31 December 2012. Cash bo-nus for such a
three-year period can constitute up to a maximum of twice the annual Gross
Salary.
This long-term cash bonus is intended to secure that the company achieves its
long-term objectives. The payment of this bonus and the size thereof will
therefore depend on the achievement of the company's ob-jectives and will
become payable for the first time after the publication of the annual report
for 2012. Bonus will be related to the achievement of long-term value creation
based on economic key figures which for the initial period covers the period 1
January 2010 - 31 December 2012.
Extraordinary Bonus
In addition to the above ordinary short-term or long-term cash bonus, the
Supervisory Board may award an extraordinary discretionary bonus, e.g. in the
form of a retention, loyalty or special performance bonus to individual members
of the Executive Board if the Supervisory Board finds it appropriate in order
to meet the objectives of attracting and retaining key employees and to
maximise shareholder value.
An extraordinary cash bonus may not exceed the Gross Salary.
5. Approval
These overall guidelines will be submitted to the company's annual general
meeting to be held on 27 April 2010. The guidelines shall replace the overall
guidelines approved at the company's annual general meeting held on 28 April
2008. After the approval at the annual general meeting, the following provision
will be in-cluded as article 25(3) of the company's articles of association,
replacing the provision currently in force:
“The Company has adopted guidelines for incentive pay to Management, cf.
section 139 of the Danish Companies Act. The guidelines, which have been
approved at the Annual General Meeting, are accessible at the Company's
website”.
6. Publication
The overall guidelines for incentive pay in force from time to time will
pursuant to the Danish Companies Act section 139(2) be available at the
company's website (”www.royalunibrew.com”) stating the date of adoption of the
guidelines by the general meeting.
Chairman of the meeting:
_______________________
Klaus Søgaard
