Copenhagen, 2011-03-18 15:29 CET (GLOBE NEWSWIRE) -- Company announcement no. 8/2011
To the shareholders of DFDS A/S
Notice to convene Annual General Meeting DFDS A/S
(company registration no. 14 19 47 11)
Wednesday 13 April 2011 at 2 p.m.
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 in the past
year.
The Board of Directors proposes that the shareholders note the report by the Board of Directors on the Company’s activities in the past year.
2. Presentation of the annual report complete with the management and audit report for adoption and a resolution grant discharge to the Management and Board of DFDS.
The Board of Directors proposes that shareholders approve the audited annual report for 2010, and approve the acts of the
Management and the Board of Directors.
3. The Board of Directors’ proposal for distribution of profit or covering of loss in accordance with the approved annual report.
The Board of Directors proposes a dividend of DKK 8.00 per share.
4. Election of members to the Board of Directors
The Board of Directors proposes that manager Bent Østergaard, team leader Jill Lauritzen Melby, manager Anders Moberg, director Ingar Skaug, group director Lene Skole, partner Søren Skou and director Vagn Sørensen are re-elected as members of the Board of Directors. A description of the candidates is attached as shedule 1.
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.
5. Appointment of auditor
The Board of Directors proposes appointment of KPMG Statsautoriseret Revisionspartnerselskab.
6. Proposals of the Board of Directors
6.a Approval of remuneration of the Board of Directors for 2011
1. Annual fee proposed unadjusted for board members; DKK 750,000 for the chairman,
DKK 450,000 for the deputy chairmen and DKK 300,000 for the other members of the board.
2. Annual fee for the members of the Audit Committee proposed unadjusted; DKK 100,000
for the chairman and DKK 50,000 for the other members of the committee.
6.b The Board of Directors proposes that the general meeting authorizes the Board of Directors, effective until next annual general meeting, to have the Company acquire its own shares up to a total nominal value of 10 percent of the Company’s total share capital. The consideration for the shares may not deviate by more than 10 percent from the buying price quoted on NASDAQ OMX Copenhagen A/S on the date of acquisition.
Major requirements, share capital, record date, participation and voting right
All the proposals by the Board of Directors 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.
The record date is Wednesday 6 April 2011.
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 and admission card in due time as described below.
Requesting admission cards
Access to the general meeting is conditional on the shareholder no later than Friday 8 April 2011, has requested and admission card. Admission cards are to 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.ukvp.dk or via the Company’s website www.dfds.com.
Proxy
A proxy may be submitted either through VP Investor Services’ website, www.uk.vp.dk or via www.dfds.com. Furthermore, a proxy form may be downloaded from www.dfds.com, printed and sent by fax to +45 43 58 88 67, by e-mail 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 on Friday 8 April 2011.
Voting by correspondence
Shareholders may vote by correspondence no later than 12 April 2011. The form for voting by correspondence may be downloaded from www.dfds.com, printed and sent by fax to +45 43 58 88 67 or by ordinary letter mail to VP Investor Services, Weidekampsgade 14, box 4040, DK – 2300 Copenhagen S, Denmark.
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;
- The agenda and the complete proposals; and
-
The forms used when voting by proxy and by correspondence
Up and including Monday 11 April 2011 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 on Radisson Blu Falconer Hotel will be opened at 1 p.m. Coffee and cakes are served from 1.15 p.m.
Copenhagen 18 March 2011
Board of Directors
DFDS A/S Annual General Meeting 13 April 2011
List of candidates (agenda item 4) schedule 1
Board of Directors
Bent Østergaard
Date of birth: 5 October 1944
Managerial positions: Director Lauritzen Foundation
Chairman: Cantion A/S, Fonden Kattegat Silo, Frederikshavn Maritime Erhvervspark A/S, J. Lauritzen A/S, Kayxo A/S, Nanonord A/S
Board member: AHK nr. 186 ApS, Comenxa A/S, IDCD ApS, Intelligent Building System Ltd (Durisol UK), Jens og Margrethe Withs Fond, Kommanditaktieselskabet Østre Havn, Mama Mia Holding A/S, Million Brains A/S, Royal Arctic Line A/S, Østre Havn Aalborg ApS
The Board of Directors believes that Bent Østergaard has the following special skills: International management experience, experience as a board member of international and listed companies as well as shipping and financing expertise.
Due to commercial duties related to DFDS’ majority shareholder, The Lauritzen Foundation (Vesterhavet Holding A/S), Bent Østergaard is not considered independent as per the recommendations on Corporate Governance.
Vagn Sørensen
Date of birth: 12 December 1959
Managerial positions: GFKJUS 611 ApS, VOS Invest ApS
Chairman: E-Force A/S, KMD A/S, KMD Equity Holding A/S, KMD Holding A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/S
Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co A/S, FLSMidth A/S, FLSmidth & Co A/S, Koncertvirksomhedens Fond, Det Rytmiske Musikhus Fond, Lufthansa Cargo AG
The Board of Directors believes that Vagn Sorensen has the following special skills: International management experience, experience as a board member of international and listed companies as well as aviation and services expertise.
Søren Skou
Date of birth: 20. august 1964
Managerial positions: Partner of A.P. Møller – Mærsk A/S, Director S. Skou Invest ApS, Skou Shipping ApS
Deputy Chairman: Höegh Autoliners Holdings A/S
Board member: Danisco A/S, The International Tankers Owners Polution Federation Limited (ITOPF)
The Board of Directors believes that Søren Skou has the following special skills: International management experience, as well as shipping, logistics and procurement.
Anders Moberg, Board member
Date of birth: 21 March 1950
Chairman: Biva A/S, Clas Ohlson AB
Board member: Ahlstrom Corporation OY, BYGGmax AB, HEMA BV, Husqvarna AB, ZetaDisplay AB
The Board of Directors believes that Anders Moberg has the following special skills: International management experience, experience as a board member of international and listed companies as well as retail trade expertise.
Ingar Skaug, Board member
Date of birth: 28 September 1946
Chairman: Center for Creative Leadership, Bery Maritime AS, Ragni Invest AS
Deputy Chairman: J. Lauritzen A/S
Board member: Miros AS, Berg-Hansen AS, BLG GmbH & Co. KG.
The Board of Directors believes that Ingar Skaug has the following special skills: International management experience, experience as a board member of international and listed companies as well as expertise from the shipping, logistics, aviation and service sectors. Inger Skaug has been a member of the board for more than 12 years and is thus not considered independent as per the recommendations on corporate governance.
Jill Lauritzen Melby, Board member
Date of birth: 6 December 1958
Managerial positions: Team Leader Finance, BASF A/S
The Board of Directors believes that Jill Lauritzen Melby has the following special skills: Financial management expertise. Due to family relations to DFDS’ majority shareholder, The Lauritzen Foundation (Vesterhavet Holding A/S), Jill Lauritzen Melby is not considered independent as per the recommendations on Corporate Governance.
Lene Skole, Board member
Date of birth: 28 April 1959
Managerial positions: Group Director, Coloplast A/S
Board member: Tryg A/S
The Board of Directors believes that Lene Skole has the following special skills: In-ternational management experience and financing expertise.
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
