Ambu A/S held its annual general meeting today 12 December 2018. Below please find information regarding each item on the attached agenda.
The management’s report on the company's activities in the past year – Item 1-2
The shareholders considered the management’s review, and the Annual Report for 2017/18 was adopted.
Presentation for adoption of the remuneration report – Item 3
The General Assembly adopted the remuneration report as presented by the Board of Directors.
Proposal of the Board of Directors on the appropriation of profit or covering of loss in accordance with the adopted annual report – Item 4
The distribution of the profit for the year was adopted, and dividend of DKK 0.40 per share will consequently be distributed, corresponding to 30% of the net profit.
Approval of the directors' remuneration for the financial year 2018/19 – Item 5
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 2018/19, which is equivalent to the directors’ current remuneration, 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 6
Jens Bager was re-elected Chairman of the Board.
Election of Vice-chairman of the Board – Item 7
Mikael Worning was re-elected Deputy Chairman of the Board.
Election of other members of the Board – Item 8
Oliver Johansen, Allan Søgaard Larsen, Christian Sagild and Henrik Ehlers Wulff were re-elected for the Board.
Election of auditor – Item 9
Ernst & Young Godkendt Revisionspartnerselskab (“EY”) was re-elected as the company auditors.
Authorisation to the Board of Directors to acquire treasury shares – Item 10.1
In accordance with section 198 of the Danish Companies Act, the general meeting authorized the Board of Directors in the period up to and including 11 December 2023 and in one or more stages to acquire treasury shares for a nominal value of up to DKK 12,563,730 corresponding to 10% of the company’s share capital, provided that the purchase price does not deviate by more than 10% from the most recently quoted market price for the company’s B-shares at the time of the acquisition.
Update of the remuneration policy, including the overall guidelines for an incentive programme for the Board of Directors and Executive Board – Item 10.2
The Board of Directors was authorized to update the remuneration policy, including an incorporation of the overall guidelines for an incentive programme for the Board of Directors and Executive Board into the remuneration policy, in accordance with the draft remuneration policy appended as appendix 10.2 to the complete proposals available at the company’s website www.ambu.com.
Authorisation to the Chairman of the meeting – Item 11
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 watch the entire annual general meeting on video.
You can download this company announcement (pdf)