Notice convening Annual General Meeting and Extra-Ordinary General Meeting - Seite 2

Karsten Knudsen
Tom Intrator
Helle Østergaard Kristiansen
Stephen John Kunzer
           

Information on the candidates can be found in appendix A, on NORDEN’s website www.ds-norden.com and in the Annual Report for 2020.
                          

E.         Appointment of state authorised public accountant.

The Board of Directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisions­partner­selskab in accordance with recommendation of the Audit Committee. The Audit Committee has not been influenced by third parties and has not been governed by any third-party agreement that restricts the annual general meeting’s election of certain auditors or audit companies.

F.         Proposal from the Board of Directors for:  

                        
1.       New Remuneration Policy

The Board of Directors proposes a new Remuneration Policy pursuant to Section 139 and Section 139 a of the Danish Companies Act as set out in appendix B. The new Remuneration Policy, which has been approved by the Board of Directors, will take effect as from the adoption at the general meeting.

Rationale: The new Remuneration Policy has been prepared in conformity with the regime introduced in 2019 in the Companies Act as a result of the amendments of the European Union Shareholder Rights Directive. There have been only minor adjustments on specifications of how the Executive Management and Board of Directors are paid as well as the ratio between fixed and variable salary. Under law, the existing provision in Article 11A of the Articles of Association will be repealed automatically (with renumbering of subsequent Articles) upon adoption of the new Remuneration Policy.

2.       Authorization to purchase treasury shares

Proposal by the Board of Directors to authorize the Board of Directors to decide to let the Company purchase treasury shares in the period until next year’s annual general meeting at a total nominal value not exceeding 10% of the share capital at the market price applicable at the time of acquisition with a deviation of up to +/- 10%.