INFORMATION NO. 57 – 4 MARCH 2021
March 4, 2021
Below you will find the full recommendations for the AGM in
Dampskibsselskabet NORDEN A / S.
at 3.00pm CET on Thursday 25 March 2021
see notice 25 February 2021.
The following recommendations were made:
Re. Item C on the agenda: Proposed increase in profits or cover for losses in accordance with the approved annual report.
The Board of Directors recommends that profits be distributed as follows:
| DKK 9.0 in the proportion of each division of DKK 1 in total DKK 340.2 million |
mUSD | 60.5 |
| Reserve for net revaluation by method of equity | mUSD | 31.7 |
| Reserved employment | mUSD | -6.2 |
| Total profits | mUSD | 86.0 |
Re. Agenda item D: Election of members to the Board of Directors
The Board of Directors recommends re-election:
Klaus Nyborg
Johanne Riegels Østergård
Karsten Knudsen
Tom Intrator
Helle Østergaard Kristiansen
Stephen John Kunzer
Details of the candidates can be found in Appendix A, on the NORDEN website www.ds-norden.com and in the Annual Report for 2020.
Re. It will make the agenda: Appoint a state-authorized public accountant
The Board of Directors recommends the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as recommended by the Audit Committee. The Audit Committee was not influenced by third parties and was not governed by any third-party agreement that restricts the selection of the annual meeting of auditors or certain audit firms.
Re. Item F.1 on the list: Salary Report 2020/2021 for indicative ballot
The Board of Directors recommends that the 2020 Remuneration Report be approved by the AGM. The Remuneration Report has been prepared in accordance with the requirements of section 139b of the Danish Companies Act and reports on salaries issued or payable in 2020 to the members of the Board of Directors and Management of Dampskibsselskabet NORDEN A / S .
Re. Agenda item F.2: Change to Remuneration Policy
The Board of Directors proposes a change to the current salary policy agreed on 12 June 2020. The proposal will allow the Board of Directors to provide Board members with an overseas travel allowance of up to DKK 15,000 to compensate them. for additional time spent on travel in connection with board and committee meetings. The new pay policy, approved by the Board of Directors, will take effect from its adoption at the general meeting.
Rationale: Dampskibsselskabet NORDEN A / S prioritizes the ability to attract board members from abroad and exempt board members from travel expenses.
Re. Item F.3 on the agenda: Authorization to purchase financial shares
Recommendation by the Board of Directors to authorize the Board of Directors to decide to allow the Company to purchase financial shares in the period up to next year’s annual general meeting at a total nominal value not exceeding 10% of the share capital at the relevant market price at the time of construction with a movement up to +/- 10%.
Re. Agenda item F.4: Decrease in share capital and alteration in Articles of Association as a result of the reduction in capital
Recommendation by the Board of Directors on the reduction of the share capital of the Company with a nominal value of DKK 1,500,000 by deducting 1,500,000 shares of treasure.
The reduction in share capital is made at par value.
The Company acquired financial shares covered by the proposal to eliminate, through the buy-back programs commenced on 19 August 2020 for the period 19 August 2020 – 28 October 2020 and on 4 November 2020 for the period 4 November 2020 – 26 February 2021. Reference is made to Company Disclosure No. 22 of 19 August 2020 and Company Disclosure No. 87 of 4 November 2020.
The Company’s total purchase price for proposed offset financial shares has been calculated using the average pricing method and amounts to DKK 209,367,138 as of March 3, 2021, at an average price of DKK 139.58 per share of DKK 1 per . The total amount of DKK 209,367,138 capital reduction was paid to shareholders.
Prior to the completion of the share capital reduction, the Company’s creditors will be invited to notify applications as specified by section 192 of the Danish Companies Act. The share capital reduction will finally be completed after the relevant deadline for notification of applications has expired, while the Board of Directors will continue to see the sensible share capital reduction.
In connection with the completion of the share capital reduction, Article 4.1 of the Articles of Association shall be amended as follows:
“The Company’s share capital is DKK 39,200,000, divided into shares of DKK 1.00 per share.”
Rationale: The share buy-back programs were initiated to change the Company’s capital structure in accordance with Rule 596/2014 / EU and Delegated Rule 2016/102 / EU. The proposed share capital reduction is mandatory to complete the conversion of capital.
Kind regards
Dampskibsselskabet NORDEN A / S.
Board of Directors
Appendices:
Appendix A – Details of Proposed Candidates for the Board of Directors
Appendix B – Proposed Remuneration Policy.
Appendix C – Report on Remuneration
Appendix D – Updated Society Articles
Appendix E – key 5 year figures and financial ratios