Copenhagen, 2015-03-23 18:48 CET (GLOBE NEWSWIRE) --
No. 10/2015
To the shareholders of ISS A/S
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF ISS A/S
The Board of Directors hereby has the pleasure of convening the annual general meeting of ISS A/S, CVR no. 28 50 47 99, (the “Company”) to be held on
Wednesday 15 April 2015 at 16:00 (CET)
at Tivoli Hotel & Congress Center, Arni Magnussons Gade 2, DK-1577 Copenhagen V, Denmark
Agenda
- The Board of Directors’ report on the Company’s activities in the past financial year
- Adoption of the annual report for 2014
- Distribution of profit according to the adopted annual report
- Resolution to grant discharge of liability to members of the Board of Directors and the Executive Group Management Board
- Authorisation to acquire treasury shares
- Approval of the remuneration to the Board of Directors for the current financial year
- Election of members to the Board of Directors and alternates
- Election of auditor
- Any other business
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Shareholders must request an admission card in order to attend the general meeting. Admission cards can be obtained by registering electronically through the Company’s shareholder portal, http://inv.issworld.com/shareholderportal.cfm, or by submitting a completed registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark. The request for an admission card must be received no later than on Friday 10 April 2015 at 23:59 (CET). The general meeting is held in English with simultaneous translation into Danish.
Elaboration on the items on the agenda, including complete proposals
Item 1: The Board of Directors’ report on the Company’s activities in the past financial year
The Board of Directors recommends that the report on the Company’s activities in 2014 be noted.
Item 2: Adoption of the annual report for 2014
The Board of Directors proposes that the annual report for 2014 be adopted.
Item 3: Distribution of profit according to the adopted annual report
The Board of Directors proposes that the general meeting approve the Board of Directors’ proposal for distribution of a dividend of DKK 4.90 per share of nominally DKK 1.00. The proposed dividend distribution is in accordance with the Company’s dividend policy. The remaining net profit for the year is allocated to retained earnings.
Item 4: Resolution to grant discharge of liability to members of the Board of Directors and the Executive Group Management Board
The Board of Directors proposes that the general meeting grant discharge of liability to members of the Board of Directors and the Executive Group Management Board for liability towards the Company in relation to the approved annual report for 2014.
Item 5: Authorisation to acquire treasury shares
The Board of Directors proposes that the general meeting authorise the Board of Directors in the period until 30 April 2016 to approve the Company’s acquisition of treasury shares, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company, subject to the Company’s holding of treasury shares after such acquisition not exceeding 10% of the Company’s share capital. The consideration may not deviate by more than 10% from the official price quoted on Nasdaq Copenhagen at the time of acquisition.
Item 6: Approval of the remuneration to the Board of Directors for the current financial year
The Board of Directors proposes that the remuneration to the Board of Directors for the current financial year be approved. It is proposed that the Board of Directors maintain the same remuneration level as for 2014.
The remuneration structure of the Board of Directors is based on an annual base fee of DKK 400,000 (the “Base Fee”) to each member of the Board of Directors. The Chairman of the Board of Directors shall receive 3 times the Base Fee and the Deputy Chairman shall receive 1.5 times the Base Fee for their extended duties.
All members of the Board of Directors who are also members of the committees established by the Board of Directors shall receive an additional annual fixed fee as remuneration for their committee work. Members of the Audit and Risk Committee, Remuneration Committee, Nomination Committee and Transaction Committee shall receive an annual committee member fee of DKK 150,000, and the chairman of the Audit and Risk Committee shall receive DKK 400,000 while the chairman of the Remuneration Committee, Nomination Committee and Transaction Committee shall receive 2 times the annual committee member fee.
In addition to the above-mentioned fees, members of the Board of Directors may receive a per diem allowance when travelling overseas to a board meeting and may be reimbursed for certain reasonable expenses in relation to performance of their tasks as board members, and the Chairman may be reimbursed for reasonable expenses for secretarial services in relation to the duties as Chairman.
Item 7: Election of members to the Board of Directors and alternates
The members of the Board of Directors elected by the general meeting are elected for a term of one year pursuant to Article 10.4 of the Articles of Association. Re-election of board members may take place. Pursuant to the Articles of Association, the Board of Directors shall consist of not less than four and not more than eight members elected by the general meeting.
The Board of Directors proposes to re-elect the following members of the Board of Directors elected by the general meeting: Lord Allen of Kensington Kt CBE, Thomas Berglund, Henrik Poulsen and Jo Taylor. In addition hereto, the Board of Directors proposes to elect Cynthia Mary Trudell and Claire Chiang (full name: Chiang See Ngoh) as new members of the Board of Directors. Jennie Chua is not up for re-election due to the age limit in the Company’s Articles of Association. In addition, Morten Hummelmose and Andrew Evan Wolff do not seek re-election as members of the Board of Directors due to FS Invest II S.à r.l.’s disposal of all its shares in the Company.
The Board of Directors furthermore proposes to re-elect Iain Kennedy as personal alternate for Jo Taylor.
Please see Appendix 1 for a description of the nominated candidates’ and alternates’ qualifications and positions, including information about other management functions held by the candidates.
Item 8: Election of auditor
The Board of Directors proposes that Ernst & Young P/S be re-elected as the Company’s auditor.
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Adoption requirements
All proposed resolutions on the agenda may be passed by a simple majority of votes cast.
Share capital and shareholders’ voting rights
The Company’s nominal share capital is DKK 185,668,226, divided into shares of DKK 1 each or multiples thereof. Each share of the nominal value of DKK 1 carries one vote.
The right of a shareholder to attend a general meeting and to vote is determined on the basis of the number of shares held by the shareholder at the registration date. The registration date is Wednesday 8 April 2015.
The shares held by each shareholder are determined at the registration date based on the number of shares held by that shareholder as registered in the Company’s register of shareholders and on any notification of ownership received by the Company at the registration date for the purpose of registration in the Company’s register of shareholders, which have not yet been registered.
Admission cards
Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than on Friday 10 April 2015 at 23:59 (CET). The registration form is available at the Company’s website at http://inv.issworld.com/agm.cfm. Admission cards may be requested as follows:
- by registering electronically through the Company’s shareholder portal at http://inv.issworld.com/shareholderportal.cfm or through Computershare A/S’ website, www.computershare.dk;
- by submitting a completed, dated and signed registration form by ordinary mail to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax on (+45) 45460998, or by e-mailing a scanned version to gf@computershare.dk; or
- by contacting Computershare A/S; by telephone (+45) 45460997, by e-mail to gf@computershare.dk, by fax to (+45) 45460998, or by personal or written enquiry to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark.
Proxy
Shareholders may, subject to having requested an admission card (see above), attend the general meeting in person or by proxy. The proxy form is available at the Company’s website at http://inv.issworld.com/agm.cfm. Proxies must be received by the Company or Computershare A/S no later than on Friday 10 April 2015 at 23:59 (CET). Proxies may be submitted as follows:
- electronically through the Company’s shareholder portal at http://inv.issworld.com/shareholderportal.cfm; or
- by submitting a completed, dated and signed proxy form by ordinary mail to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax on (+45) 45460998, or by e-mailing a scanned version to gf@computershare.dk.
Voting by correspondence
Shareholders who are entitled to participate in the general meeting are also entitled to vote by correspondence. The voting form (which is the same form used for granting a proxy) is available at the Company’s website at http://inv.issworld.com/agm.cfm. Votes by correspondence must be received by the Company or Computershare A/S no later than on Tuesday 14 April 2015 at 16:00 (CET). Voting by correspondence may take place as follows:
- electronically through the Company’s shareholder portal at http://inv.issworld.com/shareholderportal.cfm; or
- by submitting a completed, dated and signed voting form by ordinary mail to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax on (+45) 45460998, or by e-mailing a scanned version to gf@computershare.dk.
Additional information
Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company’s website at http://inv.issworld.com/agm.cfm, including the annual report for 2014, information on the total number of shares and voting rights on the date of the notice to convene, and the agenda, including the complete proposals.
Registration of admission cards at the annual general meeting on 15 April 2015 will open at 15:00 (CET). Coffee, tea and cake will be served before the general meeting.
Questions from the shareholders
Shareholders may ask questions to the Board of Directors and the Executive Group Management Board at the general meeting. Questions regarding the agenda or other documents for the general meeting may be submitted in writing by ordinary mail to ISS A/S, Att.: Group General Counsel Bjørn Raasteen, Buddingevej 197, DK-2860 Søborg, Denmark or by e-mail to legal@group.issworld.com.
Language
The annual general meeting will be held in English in accordance with Article 5.6 of the Company’s Articles of Association. This entails that representatives of the Company and the chairman of the annual general meeting will speak and conduct their presentations in English. Shareholders may choose to speak in Danish or English. Simultaneous translation into Danish will be available at the meeting. Headsets will be made available.
Webcast
The report on the Company’s activities by the Chairman of the Board of Directors and the Group CEO will be webcasted live on the Company’s website, www.issworld.com. The webcast will also be made available on the Company’s website following the general meeting.
How to get there
Tivoli Hotel & Congress Center, which is located Arni Magnussons Gade 2, DK-1577 Copenhagen V, Denmark, can be reached by car, by bus or by train. Parking is available against payment.
Copenhagen, 23 March 2015
The Board of Directors
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Appendix 1: Board and alternate candidates
Lord Allen of Kensington Kt CBE
First elected in March 2013.
Most recently elected in 2014.
Independent.
Born 1957. British citizen.
Lord Allen is chairman of Global Radio Group (and a member of the board of directors of seven of its subsidiaries), Boparan Holdings Ltd and 2 Sisters Food Group Ltd and a member of the board of directors of Grandmet Management Ltd and Grandmet Development Ltd as well as a partner of Xseqour Partners. In addition, Lord Allen is chairman of the management board of the British Labour Party and Join In Trust Ltd and acts as senior advisor to Goldman Sachs Capital Partners and advisor to Boparan Holdings Ltd and Powerscourt.
Previously Lord Allen was CEO of Compass as well as chief executive of Granada Group Plc. and ITV plc and executive chairman of Granada Media Plc. Lord Allen has also been chairman of EMI Music, a member of the board of directors of Virgin Media Ltd and Tesco Plc. In addition, Lord Allen was chairman of the British Red Cross and a member of the London Organising Committee of Olympic and Paralympic Games as well as vice chairman of the London 2012 Bid Committee for the Olympic and Paralympic Games.
Education:
FCMA from Institute of Management Accountants and Honorary Doctorate Degrees from the University of Salford, the Manchester Metropolitan University and the Southampton Solent University.
Competencies:
Professional experience in managing multi industry companies, significant financial and commercial skills and extensive board experience.
Thomas Berglund
First elected in March 2013.
Most recently elected in 2014.
Independent.
Born 1952. Swedish citizen.
Thomas Berglund is president and CEO of Capio Holding AB (and holds positions on the board of directors and/or executive management of 12 of its subsidiaries). In addition, Thomas Berglund is a member of the executive management of TA Consulting GmbH.
Previously Thomas Berglund was president and CEO of Securitas and CEO of Eltel.
Education:
Bachelor of Science in Business administration and Economics from Stockholm School of Economics.
Competencies:
Extensive experience in leading and growing international service companies.
Claire Chiang
(full name: Chiang See Ngoh)
New board candidate.
Independent.
Born 1951. Singapore citizen.
Claire Chiang is co-founder of Banyan Tree Hotels & Resorts, senior vice president of Banyan Tree Holdings Ltd. and chairperson for China Business Development. Claire Chiang also chairs Banyan Tree Global Foundation Ltd. and holds executive and non-executive directorships in three subsidiaries and companies affiliated with Banyan Tree Holdings as well as directorships in four family holding companies.
Claire Chiang is a council member of Singapore Chinese Chamber of Commerce and Industry and holds directorships in the Wildlife Reserves Singapore Pte Ltd, the Wildlife Reserves Singapore Conservation Fund and the Mandai Safari Park Holdings. In addition, Claire Chiang serves as chairman or member of several non-profit organisations.
Previously Claire Chiang served as a Singapore Nominated Member of Parliament for two terms (1997-2001).
Education:
Arts and Social Sciences graduate from University of Singapore and Master of Philosophy (Sociology) degree from University of Hong Kong.
Competencies:
Founder and senior management expertise from the hotel and hospitality industry, international sales and business development experience, broad entrepreneurial experience, human capital management and development experience.
Henrik Poulsen
First elected in August 2013.
Most recently elected in 2014.
Independent.
Born 1967. Danish citizen.
Henrik Poulsen is CEO of DONG Energy A/S and deputy chairman of Danfoss A/S. In addition, Henrik Poulsen is independent industrial advisor to EQT and is a member of the board of the Denmark-America Foundation as well as a member of the Advisory Board of Danske Bank A/S.
Previously Henrik Poulsen was CEO and president of TDC A/S, operating executive at Capstone/KKR in London and has held various positions with LEGO, including executive vice president of Markets and Products.
Education:
Bachelor of Science in International Business and a Master in Finance and Accounting, both from Aarhus School of Business.
Competencies:
International as well as executive management experience from large international companies.
Jo Taylor
First elected in August 2012.
Most recently elected in 2014.
Independent.
Born 1961. British citizen.
Jo Taylor is managing director, EMEA of Ontario Teachers’ Pension Plan Board and head of its London office and holds various positions as director and president in its subsidiaries. In addition, Jo Taylor serves as chairman of the board of directors of Teodin Holdco AS (and one of its subsidiaries) as well as a member of the board of directors of Helly Hansen Group AS, Frontier Holdco Ltd (and three of its subsidiaries), Premier Lotteries UK Ltd (and two of its subsidiaries), Camelot Business Solutions Ltd (and two of its subsidiaries), Busy Bees Benefits Holdings Ltd (and five of its subsidiaries) and Jaeger Eins Holdings Ltd.
Previously Jo Taylor held a number of non-executive positions with both public and private companies following a 20-year career at 3i Group Plc, where he was head of venture, member of the Group Management and Investment Committees and CEO of a US investment subsidiary.
Education:
Bachelor of Arts in History from the University of London and a Master of Science in Business Administration from Manchester Business School.
Competencies:
Professional experience in investing in international companies, broad experience within private equity and wide ranging non-executive roles working with growing companies.
Cynthia Mary Trudell
New board candidate.
Independent.
Born 1953. US citizen.
Cynthia Trudell is executive vice president, chief human resources officer for PepsiCo.
Previously Cynthia Trudell held a number of executive operating and general management positions with General Motors Corporation and Brunswick Corporation including president of IBC Vehicles (UK), chairman and president of Saturn Corporation (US) and president of Sea Ray Group (US). She has also served as a director of PepsiCo, Canadian Imperial Bank of Commerce and Pepsi Bottling Group prior to its acquisition by PepsiCo.
Education:
Bachelor of Science (Chemistry) from the Acadia University (Nova Scotia), Doctorate (Physical Chemistry) from the University of Windsor (Ontario), Honorary Doctor of Laws degree from the University of Windsor (Ontario), Honorary Doctor of Science degree from the Acadia University (Nova Scotia), Honorary Doctor of Science degree from the Ryerson University (Ontario) and Honorary Doctor of Science degree from the University of New Brunswick.
Competencies:
Executive operating and general management experience with global operations in the durable goods and consumer products industries, human capital management and strategy development, and diverse board experience.
Personal alternate to Jo Taylor
Iain Kennedy
First elected as alternate in February 2014.
Independent.
Born 1969. British citizen.
Iain Kennedy is a director, Direct Investing for Ontario Teachers’ Pension Plan Board (OTPP) in London. As a representative of OTPP, Iain Kennedy serves as a member of the board of directors of Acorn Care and Education, the Lowell Group, the Bridon Group and Busy Bees, as well as a number of holding and subsidiary companies related to the above.
Previously, Iain Kennedy held a number of non-executive positions with private companies during a private equity career at Duke Street, where he was a partner and member of the Investment Committee, and Gresham Private Equity.
Education:
Master of Arts in Politics, Philosophy and Economics from the University of Oxford and Chartered Accountant (ACA ICAEW).
Competencies:
Professional experience in investing in international companies, broad experience within private equity and wide ranging non-executive roles working with growing companies.
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For media enquiries:
Manuel Vigilius, Global Media Relations Manager, +45 38 17 64 04
For investor enquiries:
Nicholas Ward, Head of Group Investor Relations, +45 38 17 62 51
Martin Kjær Hansen, Investor Relations Manager, +45 38 17 64 31
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About ISS The ISS Group was founded in Copenhagen in 1901 and has grown to become one of the world’s leading facility services companies. ISS offers a wide range of services such as: Cleaning, Catering, Security, Property and Support Services as well as Facility Management. Global revenue amounted to DKK 74.1 billion in 2014 and ISS as more than 510,000 employees and activities in more than 75 countries across Europe, Asia, North America, Latin America and Pacific, serving thousands of both public and private sector customers. For more information on the ISS Group, visit www.issworld.com. |
ISS A/S, ISIN DK 0060542181
ISS Global A/S, ISIN XS1145526585, ISIN XS1145526825
