Danisco A/S today held its Annual General Meeting with the following
resolutions being passed:
•The Annual Report 2008/09 was adopted and the Board of Directors' proposal to
pay a dividend of DKK 7.50 per share of DKK 20 was approved.
•Anders Knutsen, Peter Højland and Matti Vuoria retired from the Board of
Directors and did not seek re-election. On the proposal of the Board of
Directors, Jesper Ovesen, Søren Skou and Diego Bevilacqua were elected as new
members of the Board of Directors.
•The Company's auditor, Deloitte Statsautoriseret Revisionsaktieselskab, was
re-elected.
•The remuneration paid to the Board of Directors for the current financial
year, which is unchanged, were approved.
•The Annual General Meeting adopted the Board of Directors' proposal to pay
remuneration to Directors serving on the Company's audit committee
corresponding to one third of the annual remuneration paid to Directors with a
premium of 50% to the Chairman.
•Moreover, the Board of Directors' proposal to pay remuneration to Directors
participating in ad hoc committees corresponding to one sixth of the annual
remuneration paid to Directors was adopted. The Chairman and the Deputy
Chairman are not paid additional remuneration for participating in ad hoc
committees.
•The Board of Directors was authorised in the period up to next year's Annual
General Meeting to allow the Company to purchase treasury shares with a nominal
value of up to 10% of the Company's share capital, provided that the share
price does not deviate more than 10% from the most recently quoted market
price.
•Amendment to the Articles of Association:
In Article 5.3 the address of VP Investor Services A/S was changed to
Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark.
•A share option programme of up to 580,000 share options will be granted with
an exercise price based on the average share price of five consecutive trading
days prior to the Annual General Meeting (13 August 2009 to 19 August 2009 -
both days included) excluding any dividend adopted at the Annual General
Meeting and subsequently with a premium of 10%. The share options may be
exercised between 1 September 2012 and 1 September 2015, with the options being
granted on 1 September 2009 at the earliest. The share options will be granted
to the Executive Board and senior managers, a total of around 200 persons.
The proposal made by a shareholder that the share options should only be
granted to senior managers and not to the Executive Board was not adopted. 1.9%
voted for the proposal, while 97.9% voted against.
The proposal made by a shareholder that the Annual General Meeting should
propose to Danisco's Board of Directors to renegotiate the salaries paid to the
Executive Board with the aim of reducing them was not adopted. 1.5% voted for
the proposal, while 98.2% voted against.
The complete wordings of the resolutions appear from the previously published
agenda and the resolutions in full for the Annual General Meeting.
After the Annual General Meeting, the Board of Directors appointed Jørgen
Tandrup as Chairman of the Board of Directors and Håkan Björklund as Deputy
Chairman.
Furthermore, the Board of Directors established an audit committee and
appointed Jesper Ovesen as Chairman and Håkan Björklund and Søren Skou as
members.
Yours faithfully
Tom Knutzen
CEO
