Notice convening the annual general meeting of Per Aarsleff Holding A/S

Notice convening the annual general meeting of Per Aarsleff Holding A/S

 

The annual general meeting of Per Aarsleff Holding A/S will be held on 30 January 2020 at 15:00 at the company’s headquarters, Hasselager Allé 5, 8260 Viby J, with the following agenda:

1.         Report by the board of directors on the activities of the company.

2.         Presentation and approval of the annual report and consolidated financial statements.

3.         Resolution on the appropriation of profits or losses as recorded in the annual report as adopted.

·The board of directors proposes that a dividend of DKK 124,575,000 be paid. Of this figure DKK 13,615,932 constitute dividend concerning treasury shares.

4.         Decision to grant discharge to the executive management and board of directors.

5.         Any other proposals from the board of directors and/or the shareholders.

Proposals from the board of directors:

• The board of directors proposes that a new remuneration policy for board of directors and executive management of Per Aarsleff Holding A/S be approved. It is proposed to amend the remuneration policy subject to the attached draft with a view to implementing the new legal requirements.
  
  
• The board of directors proposes that the ordinary board remuneration per board member shall amount to DKK 275,000 for the financial year 2019/20 plus a multiple thereof for the Deputy Chairman and the Chairman as well as ordinary members of the board of directors in accordance with the remuneration policy. The Deputy Chairman shall receive 1 times the ordinary board remuneration and the Chairman shall receive two times the ordinary board remuneration, and one ordinary board member shall receive an additional fee of DKK 90,000. The Chairman and the Deputy Chairman of the board of directors shall receive no further remuneration for any committee work.
   
• The board of directors proposes to reduce the company’s share capital by nominally DKK 4,530,000 from nominally DKK 45,300,000 to nominally DKK 40,770,000 by cancellation of part of the company’s own B shares.

If the proposal is adopted, the company’s holding of own shares will be reduced by 2,265,000 B shares of nominally DKK 2 each. These shares were repurchased under the company’s share buyback programmes which were carried out in the period from 20 October 1998 to 22 June 2010 for a total amount of DKK 60,398,000 which means that in addition to the nominal capital reduction amount, DKK 55,868,000 has been distributed to the shareholders, cf. section 188 (1) (2) of the Danish Companies Act. The capital reduction will thus take place at a price of DKK 26.67 (rounded off) equal to the average price of the repurchase of each share of a nominal value of DKK 2.