ALM. BRAND A/S AGENDA AND COMPLETE PROPOSALS AGENDA

Transcription

1 ALM. BRAND A/S AGENDA AND COMPLETE PROPOSALS AGENDA At the annual general meeting t be held n 29 April 2016 at 11:00 a.m. at the Tivli Htel & Cngress Center, Arni Magnussns Gade 2, 1577 Cpenhagen V, Denmark, the fllwing business will be transacted, cf. article 6 f the articles f assciatin: a. Presentatin f the annual reprt fr apprval and reslutin fr the discharge frm liability f the Bard f Directrs and the Management Bard. b. Prpsal fr apprpriatin f the prfit accrding t the apprved annual reprt. c. Authrisatin t acquire wn shares. d. Electin f members f the Bard f Directrs and their alternates. e. Appintment f auditrs. f. 1) Prpsal frm the Bard f Directrs t amend the cmpany s articles f assciatin as fllws: The fllwing prvisin is prpsed inserted as article 15.3: The Bard f Directrs is authrised t pass a reslutin n the distributin f extrardinary dividends in accrdance with sectin 182(2) f the Danish Cmpanies Act. 2) Prpsal frm the Bard f Directrs n apprval f remuneratin plicy fr the Alm. Brand Grup and general guidelines regarding incentive-based remuneratin in Alm. Brand A/S, cf. sectin 139 f the Danish Cmpanies Act. 3) Prpsal frm a sharehlder n limiting the activities f the subsidiary Alm. Brand Bank A/S. g. Any ther business.

2 COMPLETE PROPOSALS frm the Bard f Directrs t the annual general meeting a. Presentatin f the annual reprt fr apprval and reslutin fr the discharge frm liability f the Bard f Directrs and the Management Bard. The Bard f Directrs prpses the annual reprt is apprved. The Bard f Directrs prpses the Bard f Directrs and the Management Bard are discharged frm liability. b. Prpsal fr apprpriatin f the prfit accrding t the apprved annual reprt. The Bard f Directrs prpses the prfit fr the year f DKK 529 millin be apprpriated t the effect DKK 521 millin is paid t the cmpany s sharehlders by way f dividends and DKK 8 millin is carried frward t next year. c. Authrisatin t acquire wn shares. The Bard f Directrs prpses, fr the perid until the next annual general meeting, the Bard f Directrs is authrised t allw the cmpany t acquire wn shares against cnsideratin fr wnership r as cllateral, prvided the ttal nminal value f shares in the cmpany held by the cmpany and its subsidiaries des nt exceed, and as a cnsequence f the acquisitin will nt exceed, 10% f the share capital. Hwever, the cnsideratin fr such shares may nt deviate by mre than 10% frm the fficial price quted n NASDAQ OMX Cpenhagen A/S at the time f acquisitin. d. Electin f members f the Bard f Directrs and their alternates. The Bard f Directrs currently cnsists f eight members elected by the sharehlders in general meeting and fur members elected by the emplyees. Mrever, alternates are elected fr five f the members elected by the sharehlders. Pursuant t article 9.2 f the articles f assciatin, bard members elected by the sharehlders are elected fr terms f ne year, and retiring bard members are eligible fr re-electin. Accrdingly, all bard members elected by the sharehlders and their alternates are up fr electin and all bard members and fur f their alternates have ffered themselves fr re-electin. The Bard f Directrs therefre recmmends the fllwing bard members are re-elected: Jørgen Hesselbjerg Mikkelsen, farm wner Bris Nørgaard Kjeldsen, managing directr Ebbe Castella, MSc in Ecnmics Henrik Christensen, attrney Anette Eberhard, directr Per V. H. Frandsen, estate wner Karen Sfie Hansen-Heck, directr Jan Skytte Pedersen, directr

3 The Bard f Directrs further prpses the fllwing alternates are re-elected: Gustav Garth-Grüner, estate wner, Master f the Ryal Hunt, fr Jørgen Hesselbjerg Mikkelsen Jesper Bach, attrney, fr Bris Nørgaard Kjeldsen Kristian Kristensen, managing directr, fr Per V.H. Frandsen Asger Bank Møller Christensen, farm wner, fr Jan Skytte Pedersen The Bard f Directrs prpses the fllwing new alternate is elected: Tina Schmidt Madsen, directr, fr Henrik Christensen Pursuant t sectin 120(3) f the Danish Cmpanies Act, the Bard f Directrs prvides the fllwing infrmatin: The directrships held by Jørgen Hesselbjerg Mikkelsen (farm wner), Bris Nørgaard Kjeldsen (managing directr), Ebbe Castella (MSc in Ecnmics), Henrik Christensen (attrney), Anette Eberhard (directr), Per V.H. Frandsen (estate wner), Karen Sfie Hansen-Heck (directr) and Jan Skytte Pedersen (directr) in ther business enterprises are set frth in the verview f directrships held by bard members n pp f the cmpany s Annual Reprt The verview als sets frth the special qualificatins f each f these bard members. Furthermre, it is disclsed Gustav Garth-Grüner, estate wner, Master f the Ryal Hunt, is chairman f the bard f directrs f FIK Fællesindkøb, member f the bard f directrs f Det grevelige Dannemandske Stift, Landøknmisk Selskab and f Landsfreningen Bæredygtigt Landbrug and managing directr f G-G Invest ApS Jesper Bach, attrney, is a member f the bard f directrs f Nibica A/S, Brunemark Invest nr. 2 A/S and Brunemark Invest nr. 3 ApS and managing directr f Anpartsselskabet Jørgen g Jesper Bach Kristian Kristensen, directr, is chairman f the bard f directrs f Amstrup Svineprduktin A/S, Ørstedgaard Svineprduktin K/S, Brum Østergaard Svineprduktin A/S, Næsgård Multisite A/S, SG DPL A/S, Danhatch Pland S.A. (Pland), Danhatch Finland OY (Finland) and Freningen Dansk Slagtefjerkræ (DSF) (The Danish Pultry Meat Assciatin) and deputy chairman f the bard f directrs f Prsl AMBA and a member f the bard f directrs f Munklinde Multisite A/S and Det Danske Fjerkræråd (The Danish Pultry Cuncil) and directr f HRP A/S, HRP Kyllingefarme I/S, Danhatch Denmark A/S, Rumænien Invest A/S, Danbriler A/S, DanPiglet A/S, Hageshlm Multisite K/S and Hansa Fleisch Hlding ApS, Asger Bank Møller Christensen, farm wner, hlds n directrships in ther business enterprises, and Tina Schmidt Madsen, directr, is directr f Schmidt Invest A/S and Schmidt Advicer ApS. Ebbe Castella, Anette Eberhard and Karen Sfie Hansen-Heck are nt members f the bard f directrs f Alm. Brand af 1792 fmba and are cnsidered t be independent members f the Bard f Directrs f Alm. Brand A/S. e. Appintment f auditrs. The Bard f Directrs prpses Delitte, Statsautriseret Revisinspartnerselskab is reappinted.

4 f. 1) Prpsal frm the Bard f Directrs t amend the cmpany s articles f assciatin as fllws: The fllwing prvisin is prpsed inserted as article 15.3: The Bard f Directrs is authrised t pass a reslutin n the distributin f extrardinary dividends in accrdance with sectin 182(2) f the Danish Cmpanies Act. At the annual general meeting f the cmpany, the sharehlders reslve the apprpriatin f the prfit fr the year based n the recmmendatin f the Bard f Directrs, and the sharehlders thus decide n the payment f rdinary dividends. Hwever, based n the cmpany s favurable develpments, it wuld be expedient t authrise the Bard f Directrs t distribute extrardinary dividends at ther times during the year if such distributin is warranted by the cmpany s excess capital cverage. Such authrisatin may be granted by a reslutin adpted by the sharehlders by a simple majrity f vtes, but the Bard f Directrs finds it expedient fr the authrisatin t appear frm the articles f assciatin, which requires adptin f the reslutin by a majrity f tw thirds f the vtes cast as well as f the vting share capital represented at the general meeting. If the Bard f Directrs finds it relevant t exercise the authrisatin, the Bard f Directrs must base its decisin n a balance sheet, which, depending n hw lng after the balance sheet date f the mst recently adpted annual reprt the decisin is made, shuld either be the balance sheet f the mst recent annual reprt r an interim balance sheet prepared fr specific purpse, which must be reviewed by the cmpany s auditrs. 2) Prpsal frm the Bard f Directrs n apprval f remuneratin plicy fr the Alm. Brand Grup and general guidelines regarding incentive-based remuneratin in Alm. Brand A/S, cf. sectin 139 f the Danish Cmpanies Act. Pursuant t sectin 77 d f the Danish Financial Business Act and sectin 4 f Executive Order n. 818 f 27 June 2014 n remuneratin plicy etc., the cmpany s remuneratin plicy must be apprved by the sharehlders in general meeting. At its meeting held n 1 March 2016, the Bard f Directrs apprved an amended Remuneratin Plicy fr the Alm. Brand Grup. The remuneratin plicy and a memrandum describing the amendments are available frm the cmpany s website. The amendments made t the remuneratin plicy are as fllws: Clause 2: In accrdance with a new prvisin in sectin 77 f f the Danish Financial Business Act, emplyees engaged in advisry services and prvisin t cnsumers f credit secured against real estate are nw cmprised by the remuneratin plicy. The list f designated material risk takers and the specificatin f ther special functins are n lnger included as a part f the remuneratin plicy but are kept by the HR department, frm which the material may be btained as and when required. Clause 4: This clause cncerns the remuneratin f the Management Bard. In the sectin n fixed salary, a prvisin has been inserted, accrding t which up t 10% f the fixed salary may be alltted by way f shares in Alm. Brand A/S. It is further stated it may be agreed the shares are t be retained after the date n which the Management Bard member was awarded the right t such shares. An agreement n the award f share ptins expired at the end f March 2016, and the sectin in the remuneratin plicy n variable salary has been struck ut. Clause 5: This clause cncerns the remuneratin f risk takers, and the clause has been changed crrespnding t the changes made under clause 4. Hwever, as cncerns risk takers wh are nt members f ABKO, a pssibility f entering int agreements n variable remuneratin has been retained. Here as well, the financial instrument has been changed frm share ptins t shares.

5 Clause 7.3: This clause cncerns the abve-mentined emplyees engaged in advisry services and prvisin t cnsumers f credit secured against real estate and determines such emplyees are t be remunerated in a way is independent f the number r prprtin f hme credit applicatins granted by the emplyee r the department. The elements f the verall guidelines regarding incentive-based remuneratin in Alm. Brand A/S, cf. sectin 139 f the Danish Cmpanies Act, are as fllws: The remuneratin plicy f Alm. Brand A/S cntains a descriptin f the salary payable t members f the Management Bard. In accrdance with the remuneratin plicy, members f the Management Bard f Alm. Brand A/S are remunerated by way f fixed salary nly. A part f the fixed salary may be alltted by way f shares in Alm. Brand A/S. The part f the fixed salary alltted by way f shares, see the Remuneratin Plicy, may nt exceed 10%. The share cmpnent f the salary will be alltted twice a year at the share price prevailing in cnnectin with the salary transfer. The grant is nt subject t any cnditins, as the scheme, as stated, is part f a fixed remuneratin mdel. An agreement may be made between Alm. Brand A/S and the member f the Management Bard which specifies the Management Bard member may nt deal with r sell the shares acquired fr a perid f up t three years after being awarded the right t such shares. 3) Prpsal frm a sharehlder n limiting the activities f the subsidiary Alm. Brand Bank A/S The Bard f Directrs has received the fllwing prpsal frm a sharehlder: Alm. Brand Bank shuld discntinue all lending activities and in future nly engage in the buying and selling f shares fr custmers, and at a reasnable price, and keep the shares in the bank s custdy accunt. It nly takes a few minutes t cmplete an equity transactin, and it is cmpletely risk-free t the bank, and it shuld be lucrative business, even at a reduced price. The sharehlder mtivates the prpsal as fllws: It ught t be evident t everybdy Alm. Brand Bank has nt been a gd investment. I urge yu t remember what happened in Danske Bank, and the reasns were the same. I have 15,000 shares in A/S Alm. Brand, which have been a gd investment, but nt n accunt f the bank. Selling shares is expensive, 0.5% f the amunt is in excess f DKK 3,000 and a similar amunt [t] buy them again. I therefre wish t submit this prpsal fr reslutin by the sharehlders in general meeting. g. Any ther business. Cpenhagen, 6 April 2016 THE BOARD OF DIRECTORS