Company announcement
No.: 05/2008
Copenhagen, 13 March 2008
DFDS A/S
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of DFDS A/S (Reg. no.
14194711) will be held on 10 April 2008 at 4.00 pm, at Radisson SAS Falconer
Hotel (Falconer Scenen), Falkoner Allé 9, DK-2000 Frederiksberg, Denmark.
Agenda
1. The Board of Directors' report on the year under review.
2. Presentation and adoption of the annual report including the auditors'
report and the statement by the Executive Board and Board of Directors as well
as discharge of the Executive Board and Board of Directors.
3. The Board of Directors' motion to apply the profit or cover the loss
according to the adopted annual report.
4. Election of members to the Board of Directors.
5. Appointment of auditor.
6. Proposals made by the Board of Directors:
6.a
To amend §14 of the Articles of Association, amendment of wording by inserting
new sentence after 2nd comma; ”by
a member of the board of directors and a member of the Executive Board
jointly..” The full wording of §14 reads:
“The company shall be bound by the signatures of the Board of Directors
respectively, and by the joint signatures of
the Chairman and another member of the Board of Directors or a Director, by a
member of the Board of Directors
and a member of the Executive Board jointly, or by two Directors jointly.”
6.b
To authorise the supervisory board to have the Company acquire its own shares
as follows: “The general meeting
hereby gives the Board of Directors authorisation, effective until the next
annual general meeting, to have the
Company acquire its own shares up to a total nominal value of 10% of the
Company's share capital, cf. § 48 of the
Danish Companies Act. The consideration may not deviate by more than 10% from
the buying price quoted on OMX
Copenhagen on the date of acquisition.”
6.c
The Board of Directors propose approval of “General guidelines for the
Company's remuneration of the Board of
Directors and the Executive Board”. If approved by the General Meeting, the
following wording will be included in the
Articles of Association, Article 11, par. 3 “Guidelines for remuneration of the
Board of Directors and the Executive
Board have been adopted, including incentive schemes, cf. the Danish Companies
Act, Article 69b, par. 2.
The guidelines will be accessible on the Company's homepage.
In order for the motion under 6.a. to be passed, it must be carried by at least
two-thirds of the votes cast and two-
thirds of the voting shares represented at the general meeting, cf Articles of
Association §9, par. 2.
The share capital of the Company is DKK 800,000,000, divided into shares of DKK
100.
Admission cards indicating the number of votes are available from VP Investor
Services A/S, Helgeshøj Allé 61, P.O.
Box 20, DK-2630 Tåstrup, Denmark until Monday 7 April 2008 at 15.30. If you own
shares not registered in your
name, you must prove your ownership by producing a deposit slip issued by the
account-holding institution within the
past ten business days in order to obtain an admission card.
During the eight days preceding the general meeting, the agenda and the full
motions to be tabled at the general
meeting and a copy of the annual report including the auditors' report and the
Executive Board and Board of
Directors' statement for the group and parent company will be available for
inspection at the Company's office.
Copenhagen, March 2008
The Board of Directors
Page 1 of 3
ANNUAL GENERAL MEETING
DFDS A/S (CVR no. 14194711)
Complete proposals to be submitted to the annual general meeting on 10 April
2008
Re agenda item 1:
Proposal to approve report by the Chairman of the Board of Directors on the
Company's activities in the past year
Re agenda item 2:
Proposal to approve presentation of the annual report including the statement
by the Executive Board and Board of Directors and the auditors' report for
adoption as well as the resolution for formal approval of the acts of the
Executive Board and the Board of Directors.
Re agenda item 3:
The Board proposes to dispose of the profit for the year as follows:
(DKK 1,000)
Transferred profit from previous year …………………….…… 2,540,232
Profit for the year ………………………………………….…….. 299,098
Is proposed to be used thus:
Foreign exchange adjustment etc. ……………..……………… -4,065
Value adjustment of share options ……….…………………… 10,525
Exercise of share options …………….….……………………... 9,421
Dividend:
Ordinary dividend 15%, DKK 15.00 per nom. share of DKK 100 120,000
Hereof dividend of own shares…………………………….… 5,083 -114,917
Transferred profit ……………………………………………… 2,740,294
Re agenda item 4:
Re-election of Director Ivar Samrén, Finance Director Jill Lauritzen Melby,
Director Anders Moberg, Group Director
Ingar Skaug, Group Director Lene Skole, Director Vagn Soerensen.
Re agenda item 5:
Appointment of KPMG Statsautoriseret Revisionspartnerselskab.
Re agenda item 6:
Proposal from the Board of Directors.
6.a
To amend §14 of the Articles of Association, amendment of wording by inserting
new sentence after 3rd comma;
”by a member of the board of directors and a member of the Executive Board
jointly..” The full wording of §14
reads: “The company shall be bound by the signatures of the Board of Directors
respectively, and by the joint
signatures of the Chairman and another member of the Board of Directors or a
Director, by a member of the
Board of Directors and a member of the Executive Board jointly, or by two
Directors jointly.”
6.b
To authorise to the Board of Directors of the Company to acquire its own
shares, thus:
“This general meeting authorises the Board to - until the next ordinary general
meeting - allow the Company to acquire its own shares up to a total nominal
value of 10% of the Company's equity, cf. § 48 of the Danish
Companies Act. The cost may not deviate from the listed purchase price on the
Copenhagen Stock Exchange at
the time of acquisition by more than 10%.”
6.c
The Board of Directors propose approval of “General guidelines for the
Company's remuneration of the Board of
Directors and the Executive Board”. If approved by the General Meeting, the
following wording will be included
in the Articles of Association, Article 11, par. 3 “Guidelines for remuneration
of the Board of Directors and the
Executive Board have been adopted, including incentive schemes, cf. the Danish
Companies Act, Article 69b,
par. 2. The guidelines will be accessible on the Company's homepage.
In order for the motion under 6.a. to be passed, it must be carried by at least
two-thirds of the votes cast and
two-thirds of the voting shares represented at the general meeting.
Copenhagen, March 2008
The Board of Directors
Page 2 of 3
Enclosure
General guidelines for the Company's remuneration of members of the Board of
Directors and the Executive Management, including incentive scheme
Board of Directors
Members of the Board of Directors receive a fixed annual fee. The amount of the
fee is approved by the shareholders and disclosed in the annual report. Fees
are fixed based on a comparison with fees paid by other companies.
Members of the Board of Directors receive no incentive pay.
Executive Management
The Chairman and Vice Chairman of the Board perform an annual review of the
remuneration paid to members of the Executive Board.
The remuneration paid to members of the Executive Board consists of a fixed and
a variable part. The fixed pay consists of a net salary, pension contribution
and other benefits. The value of each of those components is disclosed in the
annual report.
As an element of the variable pay, members of the Executive Board may receive
an annual bonus, subject to achievement of certain benchmarks. The bonus
proportion varies among the members of the Executive Board, but is subject to a
maximum of 80% of the annual net salary. The actual bonus paid to the Executive
Board is disclosed in the Annual Report. At the date of adoption of these
guidelines the bonus benchmarks comprise the Group's result before tax, but
they may also comprise individual benchmarks.
Another element of the variable pay is made up of options and is intended to
ensure that the Executive Board's incentive correlates with creation of
shareholder value. The option plan is revolving and not subject to achievement
of defined benchmarks.
Members of the Executive Board are awarded a number of options each year with a
value equal to one years' net pay. The value is calculated in accordance with
the Black Scholes formula. Options are awarded with a exercise price which is
5% higher than the market price at the award date. No fee is payed to the
Company for the options. The options have a term of five years and are
exercisable after three years. For tax purposes, the terms of the award entail
that the gain is taxed as share income while the costs of the award are not
tax-deductible for the Company. The number of options awarded to each member of
the Executive Board and their value is disclosed in the Annual Report. Options
in the Executive Board share option plan are covered by the Company's holding
of treasury shares.
In addition, the Chairman and Vice Chairman of the Board perform an annual
review of the remuneration paid to members of the Executive Board relative to
the managements of other Danish companies.
Copenhagen, 10 April 2008
**Translated document - in case of discrepancies the Danish version shall
prevail**
Page 3 of 3
