NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF DFDS A/S
Outcomes of the Annual General Meeting held on 29 March, 2012
To the shareholders of DFDS A/S Thursday 29 March 2012 at 2 p.m
At Radisson Blu Falconer Hotel & Conference Center, Falkoner Allé 9, DK 2000 Frederiksberg, Denmark
- The Board of Directors report on the Company's activities during the past year.
The Board of Directors proposes that the shareholders note the report by the Board of Directors on the Company's activities during the past year.
- Presentation of the annual report for adoption and resolution regarding discharge to the Management and Board of Directors.
The Board of Directors proposes that the shareholders approve the audited annual report for 2011, and grant discharge of liability to the Management and the Board of Directors.
- The Board of Directors proposal for appropriation of profit in accordance with the approved annual report.
The Board of Directors proposes that a dividend of DKK 14.00 per share is distributed from the profit of the year.
- Election of members to the Board of DirectorsIn 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.
The Board of Directors proposes that managing director Bent Østergaard, director Vagn Sørensen, team leader Jill Lauritzen Melby, manager Anders Moberg, director Ingar Skaug and group director Lene Skole are re-elected as members of the Board of Directors. Partner Søren Skou has decided not to seek re-election as board member. The board proposes Partner Claus Hemmingsen is elected as a new board member. A description of the candidates competencies and executive functions in other companies is attached as schedule 1.
Appointment of auditor. The Board of Directors proposes appointment of KPMG Statsautoriseret Revisionspartnerselskab.
Proposals from the Board of Directors
6.a Approval of remuneration policy for management and staff in DFDS A/S. The board proposes that the general meeting approves the remuneration policy for management and staff in DFDS A/S adopted by the Board of Directors. The proposed remuneration policy is enclosed as schedule 2 and is available on the Company's website www.dfds.com.
6.b Approval of remuneration of the Board of Directors for 2012. The board fee for 2012 is submitted for approval by the general meeting in accordance with the Danish Corporate Governance Recommendations. 1. Annual fee for the board members is proposed to be unadjusted; DKK 750,000 for the chairman, DKK 450,000 for the deputy chairmen and DKK 300,000 for the remaining members of the board. 2. Additional annual fee for the members of the Audit Committee is proposed to be unadjusted; DKK 100,000 for the chairman and DKK 50,000 for the remaining members of the committee.
6.c Authorisation of the Board of Directors to acquire own sharesThe Board of Directors proposes that the general meeting authorises the Board of Directors, effective until 28 March 2017, to allow the Company to acquire its own shares for up to a total nominal value of 20 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. All items on the agenda 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 Thursday 22 March 2012. 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. Access to the general meeting is conditional on the shareholder no later than Monday 26 March 2012, has requested and admission card.
Admission cards may 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.uk.vp.dk or via the Company's website www.dfds.com.
- A proxy may be submitted no later than Monday 26 March 2012, 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 firstname.lastname@example.org 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 no later than Monday 26 March 2012. Voting by correspondence:
Shareholders may vote by correspondence no later than Wednesday 28 March 2012 at 12 a.m, either through VP Investor Services website, www.uk.vp.dk or via www.dfds.com. The form for voting by correspondence may be downloaded from www.dfds.com, printed and sent by fax to +45 43 58 88 67, by e-mail to email@example.com or by ordinary letter mail to VP Investor Services, Weidekampsgade 14, box 4040, DK 2300 Copenhagen S, Denmark.
The vote by correspondence must be received by VP Investor Services no later than Wednesday 28 March 2012 at 12 a.m. 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, including the Annual Report for 2011 and proposed remuneration policy;
- The agenda and the complete proposals; and
- The forms used for voting by proxy and by correspondence. The shareholders can in writing ask questions to the company regarding the agenda and/or the documents prepared for the general meeting. The doors to the DFDS area in Radisson Blu Falconer Hotel will be opened at 1 p.m. Coffee and cakes are served from 1.15 p.m. Copenhagen, 5 March 2012
Board of Directors Bent Østergaard, Chairman
Date of birth: 5 October 1944
Elected for board: 1 April 2009
Election period ends: 29 March 2012 Chairman of the Nomination Committee and Remuneration CommitteePosition: CEO Lauritzen FoundationChairman: Cantion A/S, Fonden Kattegat Silo, Frederikshavn Maritime Erhvervspark A/S, J. Lauritzen A/S, Kayxo A/S, NanoNord A/SBoard member: Comenxa A/S, Intelligent Building System Ltd (Durisol UK), With Foundation, Mama Mia Holding A/S, Royal Arctic Line A/S, Meabco A/S, Meabco Holding A/S The Board of Directors is of the opinion that Bent Østergaard possesses the following special competences: International management experience, experience as a board member of international and listed companies, and expertise in shipping and finance. As a result of his executive functions for the Company's principal shareholder, the Lauritzen Foundation, Bent Østergaard cannot be considered independent as per the recommendations on corporate governance.
Vagn Sørensen, Deputy Chairman
Date of birth: 12 December 1959
Elected for board: 20 April 2006
Election period ends: 29 March 2012 Member of the Nomination Committee, Remuneration Committee and Audit CommitteeManagerial positions: CEO GFKJUS 611 ApS, VOS Invest ApSChairman: British Midland Ltd., E-Force A/S, FLSmidth A/S, FLSmidth & co A/S, KMD A/S, KMD Equity Holding A/S, KMD Holding A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/SBoard member: Air Canada Inc., Braganza A/S, CP Dyvig & Co A/S, Koncertvirksomhedens Fond, Det Rytmiske Musikhus Fond, Lufthansa Cargo AG, Royal Carribbean Cruises LtdThe Board of Directors is of the opinion that Vagn Sørensen possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in aviation and service industries.
Jill Lauritzen Melby, Board member
Date of birth: 6 December 1958
Elected for board: 18 April 2001
Election period ends: 29 March 2012 Member of the Audit CommitteePosition: Team Leader Finance, BASF A/SThe Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special competences: Expertise in financial management.Due to family relations to the Company's principal shareholder, The Lauritzen Foundation, Jill Lauritzen Melby cannot be considered independent according to the recommendations on corporate governance.
Anders Moberg, Board member
Date of birth: 21 March 1950
Joined the board: 11 April 2002
Election period ends: 29 March 2012 Chairman: Biva A/S, Clas Ohlson AB, OBH NordicaBoard member: Ahlstrom Corporation OY, Amor GmbH, BYGGmax AB, HEMA BV, Husqvarna AB, ITAB AB, Rezidor AB, ZetaDisplay AB. The Board of Directors is of the opinion that Anders Moberg possesses the following special competences: International management experience, board experience from international and listed companies, and expertise in the retail sector.
Ingar Skaug, Board member
Date of birth: 28 September 1946
Joined the board: 16 April 1998
Election period ends: 29 March 2012 Chairman: Center for Creative Leadership, Bery Maritime AS, Ragni Invest AS Deputy Chairman of board: J. Lauritzen A/S Board member: Miros AS, Berg-Hansen AS, BLG GmbH & Co. KG.The Board of Directors is of the opinion that Ingar Skaug possesses the following competences: International management experience, board experience from international and listed companies, and expertise in shipping, logistics, aviation and service industries.
Lene Skole, Board member
Date of birth: 28 April 1959
Joined the board: 20 April 2006
Election period ends: 29 March 2012 Chairman of the Audit CommitteePosition: Group Director, Coloplast A/SBoard member: Coloplast Danmark A/S, Coloplast Ejendomme A/S, Tryg A/S The Board of Directors is of the opinion that Lene Skole possesses the following special competences: International management, including from a listed company, and experience in economics and accounting.
Claus Hemmingsen, New member
Date of birth: 15 September 1962
Position: CEO, Maersk Drilling, Partner in A.P. Moeller-Maersk A/S. Claus Hemmingsen's responsibilities in A.P. Moeller-Maersk A/S cover Maersk Tankers, Maersk Supply Service, Maersk FPSO (Floating Production, Storage og Offloading units)
Chairman: Denmark Hong Kong Trade AssociationDeputy Chairman of the board: Danish Shipowners AssociationBoard member: Egyptian Drilling Company, International Association of Drilling Contractors (IADC), Danish Chinese Business Forum, EU Hong Kong Business Co-operation Committee. The Board of Directors is of the opinion that Claus Hemmingsen possesses the following special competences: International management and expertise in shipping and liner service.
Principles of remuneration
Remuneration of DFDS management and staff takes place in relation to performance and results and on competitive conditions in relation to comparable companies. Remuneration must contribute to attracting, retaining and motivating management and employees and ensuring harmony between the interests of colleagues and shareholders.
Remuneration of the board
Members of the supervisory board receive a fixed annual fee which is set in relation to the scope and character of their work and in relation to fees in comparable listed companies. Members of the audit committee receive a separate fee. Fees paid to the chairman, deputy chairman, supervisory board members and the audit committee are set out in the annual report and presented for approval at the annual general meeting, at which the board also presents proposals for fees in the coming year. The board is not covered by a pension scheme. The board has no incentive scheme.
Remuneration of executive management
The executive managements remuneration consists of a fixed salary and a variable salary. The latter consists of a bonus scheme and a share-option scheme. The fixed salary is assessed annually by the board's remuneration committee. The variable remuneration consists of a bonus scheme based on achieving specific targets which are set by the supervisory board. The bonus targets are related to the groups pre-tax profit, but may also include individual targets. The bonus component may only make up a maximum of 80 per cent of annual net salary. In addition, the variable remuneration also includes a revolving share-option scheme which is not dependent on achieving specific targets. Each year members of executive management are assigned a number of options with a maximum value equivalent to one years net salary. This value is calculated according to Black & Scholes formula. Options are assigned with exercise price which is 5 per cent higher than the market price at the time of allocation. No fee is paid to the company for receiving the options. The options have a term of five years and may be exercised after three years. Allocation takes place on tax conditions which mean that the profit is taxed as share income against the company not receiving a tax deduction for costs associated with the allocation. The number of options allocated and their value is set out in the company's annual report. The options in the managements share-option scheme are covered through the company's holding of its own shares.DFDS publishes the executive managements total remuneration, split into fixed and variable parts, in its annual report.The executive management is covered by standard notice conditions, although specific notice arrangements apply to change of control. Information about the executive managements severance arrangements is presented in the notes to the annual report. Individual pension schemes are agreed for the executive management. The executive management is not covered by performance-based pension schemes.
Remuneration of other managers and employees
All employees receive a fixed salary which is assessed annually in association with the annual personal-development review. Managers and employees selected by the executive management are included in a bonus scheme based on specific result targets. In addition, the executive management may assign share options to wider group managers and leading employees annually. The options are issued according to the same principles as the options for the executive management. The total allocation for this group of employees is set out in the annual report.