To the shareholders of |
|
Notice is hereby given of the Annual General Meeting of
Thursday,
virtually and at the company’s headquarters
Kongebakken 9, 2765 Smørum,
The ordinary AGM will be held as a hybrid meeting, which means that it is possible to attend the meeting both physically and virtually due to the coronavirus situation. Please note that the meeting will be conducted in Danish.
Please see below for further information on how to attend the AGM.
Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda is as follows:
1. The Board of Directors’ report on the company’s activities in the past year.
The Board of Directors recommends that the report be adopted.
2. Presentation for approval of the audited Annual Report 2021, including the consolidated financial statements.
The Board of Directors recommends that the Annual Report 2021 be approved.
3. Resolution on the appropriation of profit or payment of loss according to the approved Annual
Report 2021.
The Board of Directors proposes that the profit of
4. Presentation of and indicative vote on the Remuneration Report for 2021.
5. Approval of remuneration for the Board of Directors for the current financial year.
The Board of Directors recommends that the proposed remuneration be approved.
6. Election of members to the Board of Directors.
Under Article 11.2 of the Articles of Association, Board members elected by the AGM are elected for one-year terms. At the AGM in 2022,
7. Election of auditor.
The Board of Directors proposes that PwC be elected.
8. Any proposals from the Board of Directors or shareholders.
The Board of Directors has submitted the following proposals:
8a) Reduction of the company’s share capital
8b) Authorisation to the Board of Directors to let the company acquire own shares
8c) Approval of the company’s Remuneration Policy
8d) Authority to the chairman of the AGM
9. Any other business
Elaboration of the proposals
Re agenda item 4
The Board of Directors proposes that the Remuneration Report for the financial year 2021 be approved. The Remuneration Report is available on the company’s website https://www.demant.com/investor-relations/annual-general-meeting.
The vote is indicative pursuant to section 139b (4) of the Danish Companies Act.
The Remuneration Report for 2020 was approved at the AGM on
Re agenda item 5
The Board of Directors proposes that the basic fee for board members remains
In addition to this, the Board of Directors proposes that the basic fee for audit committee members remains
Re agenda item 6
Re agenda item 7
Pursuant to statutory requirements on the rotation of audit partners and audit firms, the Board proposes that the company’s long-serving audit firm, Deloitte, be changed. The Board proposes that PwC be elected in accordance with the recommendation of the audit committee.
The audit committee has not been influenced by any third party and has not been subject to any agreements concluded with third parties that limit the election by the AGM of certain auditors or accounting firms.
Re agenda item 8a
The Board of Directors proposes a reduction of the company’s share capital by nominally
As a result of the capital reduction, the Board of Directors proposes that Article 4.1 of the Articles of Association be amended accordingly after expiry of the time limit prescribed in section 192 of the Danish Companies Act to the effect that it will then be stated in Article 4.1 that the company’s share capital is
Before the capital reduction is implemented, the company’s creditors will be requested, through the IT system of the
Re agenda item 8b
Until the next AGM, the Board of Directors is authorised to let the company acquire own shares of a nominal value of up to 10% of the share capital. The bid price for the shares must not deviate by more than 10% from the price quoted on
Re agenda item 8c
The Board of Directors proposes that an updated Remuneration Policy be approved to the effect that the remuneration structure for the Executive Board is changed.
In order to take a step further in realising Demant’s overall strategy, while being able to attract, retain and motivate the members of the Executive Board, the Board of Directors believes that offering a short- and long-term incentive programme to the Executive Board will contribute to aligning the interests of the members of the Executive Board with the interests of the company and the shareholders and also contribute to furthering long-term value creation in the company and thus supporting the company’s business strategy.
This Remuneration Policy will replace the Remuneration Policy approved at the AGM in
The most important changes to the proposed Remuneration Policy are:
- Introduction of a cash-based Short-Term incentive programme for the Executive Board. Any payout and the size of such payout under this programme is dependent on the achievement of performance criteria.
- Introduction of performance criteria in the Long-Term Incentive Programme for the Executive Board to ensure that pay-out under this programme is dependent on the achievement of these criteria.
- Grant of Restricted Stock Units (RSUs) instead of “shadow shares” under the long-term incentive programme.
- The clawback provision is altered to take into account any incorrect information provided in connection with the performance criteria based on which remuneration is paid.
-
An Executive Board member’s entitlement to remuneration throughout the period during which
a non-competition clause is exercised is included.
The Board of Directors’ proposal for a revised Remuneration Policy will be available on the company’s websitehttps://www.demant.com/investor-relations/annual-general-meeting no later than
After approval by the AGM, the company’s Remuneration Policy will as soon as possible be published on the company’s website https://www.demant.com/investor-relations/annual-general-meeting.
Re agenda item 8d
The chairman of the AGM is authorised to make any such amendments and additions to the resolutions passed by the AGM and to apply for registration of such amendments and additions with the
of the amendments passed.
* * * * * *
Adoption of the proposed resolution under agenda item 8a (reduction of the company’s share capital), is subject to at least 51% of the share capital being represented at the AGM and the resolutions being passed by at least two‐thirds of both the votes cast and the voting share capital represented at the AGM, cf. Article 10.3 of the Articles of Association.
The other proposed resolutions on the agenda may be passed by a simple majority of votes, cf. Article 10.2 of the Articles of Association, however, the proposal under agenda item 4 (Remuneration Report) is solely indicative.
The company’s share capital is
Participation in the general meeting
Under Article 9.2 of the Articles of Association, shareholders who are registered as shareholders in the register of shareholders on the date of registration,
Shareholders entitled to attend and vote at the AGM under Article 9.2 of the Articles of Association are entitled to attend the AGM, subject to having obtained an admission card for themselves and for any adviser accompanying them to the meeting no later than on
Please note that only shareholders registered in the register of shareholders on the date of registration and having obtained an admission card prior to the AGM are entitled to attend.
Admission cards may be obtained:
- electronically through the Shareholder Portal, which can be found on the company’s website, https://www.demant.com/investor-relations/share-and-ownership,
-
by submitting the order form by post to Computershare A/S, Lottenborgvej 26 D, 1st floor, DK-2800 Kgs. Lyngby,
Denmark , or as a scanned copy by e-mail to gf@computershare.dk, -
by making a written application to the company’s headquarters, Kongebakken 9, DK-2765 Smørum,
Denmark (marked “Adgangskort til generalforsamling”), or -
by appearing in person at the company’s headquarters, Kongebakken 9, DK-2765 Smørum,
Denmark .
The company will forward electronic admission cards, including information on how to participate in the virtual general meeting, by e-mail to the e-mail address indicated by the shareholder when registering in the Shareholder Portal. In order to participate virtually, each shareholder is responsible for ensuring that the shareholder has a mobile or other device that can access the relevant internet browser and that the shareholder has adequate and functioning internet access at the time of the AGM. Please see this guide for further information: https://www.computershare.com/dk/Online-AGM-User-Guide.
The company has designated
******
By
All shareholders may submit written questions about the agenda and the documents to be used for the AGM. Any questions must be sent by post to the company or by e-mail to info@demant.com. Questions will be answered in writing before or orally at the AGM, unless the answer is made available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting, prior to the AGM.
If you are unable to attend the AGM, the company’s Board of Directors would be pleased to act as proxy to cast the votes attaching to your shares. Proxies may be appointed electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/share-and-ownership, no later than on
You may also vote by post. Postal votes may be cast electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/share-and-ownership, no later than on
In connection with the AGM, the company collects, processes and keeps certain personal data. For further information, please refer to the company’s Privacy Notice, which is available on the company’s website, https://www.demant.com/privacy-notice.
Smørum,
The Board of Directors
About Demant A/S
Demant is a world-leading hearing healthcare group that offers solutions and services to help people with hearing loss connect with the world around them. In every aspect, from hearing devices, hearing implants, diagnostics to audio and video solutions and hearing care all over the world, Demant is active and engaged. Our innovative technologies and know-how help improve people’s health and hear-ing. We create life-changing differences through hearing health.
Attachments
- 2022-04 Notice to annual general meeting.pdf
© Ritzau Denmark, source