Ambu A/S held its annual general meeting today 13 December 2017. Below please find information regarding each item on the attached agenda (notice of annual general meeting incl. agenda).
The management’s report on the company's activities in the past year - Item 1-3
The shareholders considered the management’s review, and the Annual Report for 2016/17 was adopted. The distribution of the profit for the year was adopted, and dividend of DKK 1.85 per share will consequently be distributed, corresponding to 31% of the net profit.
Approval of the directors' remuneration - Item 4
The proposal of the Board of Directors that the general meeting resolves to approve the directors’ remuneration of DKK 4,300,000 for the financial year 2017/18 was adopted as follows:
- Basic remuneration: DKK 300,000
- The chairman will receive three times the basic remuneration
- The vice-chairman will receive twice the basic remuneration
- The chairmen of the said committees: DKK 150,000
- Each member of the said committees: DKK 100,000
- There is no remuneration to the nomination committee
Election of Chairman of the Board - Item 5
Jens Bager was re-elected Chairman of the Board.
Election of Vice-chairman of the Board - Item 6
Mikael Worning was re-elected Deputy Chairman of the Board.
Election of other members of the Board - Item 7
Oliver Johansen, Allan Søgaard Larsen, Christian Sagild and Henrik Ehlers Wulff were re-elected for the Board.
Moreover, elections of employee directors have been held in Ambu and new members are Thomas Lykke Henriksen and Jakob Koch. Jakob Bønnelykke Kristensen was re-elected.
Election of auditor - Item 8
Ernst & Young Godkendt Revisionspartnerselskab (“EY”) was elected as the new company auditors.
Update of the overall guidelines for an incentive programme for the Board of Directors and Executive Board – Item 9.1
The general meeting adopted the proposal from the Board of Directors to update the overall guidelines for an incentive programme for the Board of Directors and Executive Board.
Amendment of the denomination of the shares (the articles of association’s article 4) – Item 9.2
The general meeting adopted the proposal from the Board of Directors that the denomination of A- and B-shares in the company be amended from DKK 2.50 each or multiples thereof to DKK 0.50 each or multiples thereof.
It is expected that the 2nd of January 2018 will the last registration day for B-shares of DKK 2.50 per share, and the 3rd of January 2018 is expected to be the first registration day for B-shares of DKK 0.50 per share.
Renewal of the Board of Directors’ authorisation to increase the B-share capital (the articles of association’s article 9e) – Item 9.3
The general meeting adopted the proposal from the Board of Directors to renew the Board of Directors’ authorisation to increase the B-share capital with and without pre-emption rights by up to a total nominal amount of DKK 12,176,980 Class B shares corresponding to 9.75% of the share capital.
Removal of the age limit for members of the Board of Directors (the articles of association’s article 17, 2nd paragraph) – Item 9.4
The general meeting adopted the proposal from the Board of Directors to delete the age limit from the articles of association.
Amendment of requirements for attending general meetings (the articles of association’s article 11, 3rd and 4th paragraph) – Item 9.5
The general meeting adopted the proposal from the Board of Directors that the shareholders must notify their attendance at the general meeting in accordance with the Danish Companies Act’s provisions to the effect that the shareholders no longer must take out admission cards in order to attend.
Authorisation to the Chairman of the meeting - Item 10
The chairman of the meeting, with full right of substitution, was authorised to apply for registration of the resolutions passed and to make any such amendments thereto as the Danish Business Authority or other authorities may require or request as a condition for registration or approval, as well as to continuously make and apply for registration of linguistic and other non-substantive adjustments to the company’s Articles of Association.
You can download this company announcement (pdf).