The annual general meeting of Auriga Industries A/S was held on April 2, 2014, cf. company announcement no. 3 of March 6, 2014.
The annual general meeting adopted the following:
The annual report 2013, comprising the management's review, consolidated financial statements and the parent's financial statements as well as the statement of the boards and the auditor's report, including the Board of Directors’ proposal of no dividend payments for 2013.
Resolution about the discharge of the obligations of the Executive Board and the Board of Directors.
Final approval of remuneration paid to the Board of Directors for 2013 of DKK 2,800,000 in total.
Unchanged remuneration for the Board of Directors for 2014 of DKK 2,800,000 in total:
DKK 500,000 for the chairman, DKK 300,000 for the deputy chairman and DKK 225,000 for the other members of the Board of Directors.
DKK 200,000 for the chairman of the Audit Committee and DKK 100,000 for the other member of the Audit Committee.
DKK 75,000 for the chairman of the Product Development Committee and DKK 50,000 for the other member of the Product Development Committee.
No further remuneration for participation in the Remuneration Committee and the Nomination Committee.
Jens Due Olsen, Jutta af Rosenborg, Lars Hvidtfeldt, Karl Anker Jørgensen, Jørgen Jensen and Torben Svejgård were re-elected members of the Board of Directors.
Deloitte Statsautoriseret Revisionspartnerselskab was re-appointed as the company's auditors.
The following amendments to the Articles of Association were adopted:
One year’s extension of the existing authorizations of the Board of Directors to increase the share capital so that it is applicable until and including April 1, 2019.
The last sentence of Article 9.2 of the Articles of Association was deleted as a consequence of an amendment of the Danish Companies Act.
English as corporate language, and preparation and presentation of the annual report as well as interim reports in English.
The Board of Directors’ proposed amendments and editorial changes to the general guidelines concerning performance-related remuneration:
Firm validity period was deleted meaning that the guidelines are adopted for an indefinite period until otherwise proposed for adoption at the general meeting.
A change of control clause was added, and on the discretion of the Board of Directors, the Executive Board may be awarded a special bonus in case of unusual circumstances.
Extension of the Board of Directors’ existing authorization to acquire treasury shares with a nominal value of up to 10% of the share capital.
At the first board meeting after the annual general meeting, Jens Due Olsen was re-elected chairman of the Board of Directors and Torben Svejgård deputy chairman. Jutta af Rosenborg was re-elected chairman of the Audit Committee, and Jørgen Jensen member of the Audit Committee. Karl Anker Jørgensen was re-elected chairman of the Product Development Committee, and Lars Hvidtfeldt member of the Product Development Committee. Jutta af Rosenborg and Torben Svejgård were elected to the Remuneration Committee and the chairmanship to the Nomination Committee.
Facts about Auriga Auriga Industries A/S is the listed parent company of Cheminova A/S, which is the wholly owned operating company headquartered in Denmark. Cheminova is developing, producing and marketing crop protection products. All activities are carried out with due consideration for the environment and in compliance with ever higher sustainability standards. The products are sold in more than 100 countries, and 98% of sales are generated outside Denmark. In 2013, the group posted revenue of DKK 6.6 billion and has more than 2,200 employees in a global organization with subsidiaries in 24 countries. Find more information on www.auriga-industries.com.
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