Danisco A/S today held its Annual General Meeting adopting the following
resolutions:
•The Annual General Meeting gave the Board of Directors a mandate to close the
sale of Danisco Sugar A/S to a subsidiary of Nordzucker AG and - should the
sale of Danisco Sugar A/S not be completed - to continue to work towards an
independent stock exchange listing of Danisco Sugar A/S or other alternatives.
•The Annual Report 2006/07 was adopted and the Board of Directors' proposal to
pay a dividend of DKK 7.50 per share of DKK 20 was approved.
•Jørgen Tandrup, Håkan Björklund and Kirsten Drejer were re-elected to the
Board of Directors.
•The Company's auditor, Deloitte Statsautoriseret Revisionsaktieselskab, was
re-elected.
•The Company's share capital of a nominal value of DKK 978,829,900 will be
reduced by a nominal value of DKK 24,964,000 to a nominal value of DKK
953,865,900 through the cancellation of 1,248,200 treasury shares of a nominal
value of DKK 24,964,000. The capital reduction is conditional upon no claims
being filed before the expiry of the period within which claims must be lodged,
cf. section 46 of the Danish Public Companies Act, constituting an obstacle to
effecting the capital reduction before 20 August 2009.
•Amendments to the Articles of Association:
(i) In Article 4.3, the authorisation to increase the Company's share capital
by issuing new shares was prolonged by five years.
(ii) In Article 4.4, the authorisation to raise convertible loans was
prolonged by five years.
(iii) Article 4.7 and the appurtenant Appendix 1 were deleted and the
reference to Article 4.7 in Article 4.5 was deleted.
(v) In Article 21.1, the required number of Executive Board members was changed
from “not less than three nor more than ten members” to “not less than two nor
more than five members”.
(vi) A new Article 26 concerning electronic communication with the shareholders
was added to the Articles of Association, and in Article 10.1 “or email” was
added after “by ordinary mail”.
•The emoluments, which are unchanged, paid to the Board of Directors for the
current financial year were approved.
•The Board of Directors was authorised in the period up to next year's Annual
General Meeting to allow the Company to purchase treasury shares for a nominal
value of up to 10% of the share capital, provided that the share price does not
deviate more than 10% from the most recently quoted market price.
•A share option programme of up to 600,000 share options will be granted with
an exercise price based on the average share price of five consecutive trading
days prior to the Annual General Meeting (13 August 2008 to 19 August 2008 -
both days included) excluding any dividend adopted at the Annual General
Meeting and subsequently with a premium of 10%. The share options may be
exercised between 1 September 2011 and 1 September 2014, with the first options
being granted on 1 September 2008 at the earliest. The share options will be
granted to the Executive Board and senior managers, a total of around 200
persons.
The exact wording of the resolutions appears from the previously published
agenda and the proposals in full for the Annual General Meeting.
The proposal made by a shareholder that workers of Grindstedværket should
receive compensation irrespective of any expiry of limitation period was not
put to the vote and was therefore not adopted.
After the Annual General Meeting, the Board of Directors appointed Anders
Knutsen Chairman of the Board of Directors and Jørgen Tandrup Deputy Chairman.
Yours faithfully
Tom Knutzen
CEO
