Annual General Meeting 2014 of NKT Holding A/S
NASDAQ OMX Copenhagen
Nikolaj Plads 6
DK-1007 Copenhagen K
25 March 2014
Release No. 7
The Annual General Meeting of NKT Holding A/S was held on Tuesday 25 March 2014, cf. announcement No. 5 dated 28 February 2014.
The Annual General Meeting approved the following:
Annual Report 2013 containing the reviews of the Management, the consolidated accounts and the audited annual accounts of the parent company, as well as the auditors’ and the Group Management’s reports including The Board of Director’s proposal for a total dividend of 3.50 DKK per share of nominally 20 DKK.
Discharged of the Board of Directors and the Executive Management Board.
The Board of Director’s proposal for remuneration to the Board of Directors for 2014 of 900,000 DKK to the Chairman, 600,000 DKK to the Deputy Chairman and 300,000 DKK to each of the other members.
The Board of Director’s proposal for remuneration to the Chairman of the Audit Committee of 200,000 DKK, and 100,000 DKK to the other member.
The Board of Director’s proposal for remuneration to the Chairmen of the Remuneration Committee and Nomination Committee of 100,000 DKK each and 50,000 DKK to the second members of each committee.
The Board of Director’s proposal for remuneration to the Chairman of the working committee in Nilfisk-Advance Group and NKT Cables Group of 200,000 DKK, and 100,000 DKK to the second members of each committee.
The Board of Director’s proposal for remuneration to the Chairman of the working committee in NKT Photonics Group of 150,000 DKK and 75,000 DKK to the second member of the committee.
The Board of Director’s proposal for extraordinarily remuneration to the Chairman of 500.000 DKK for 2013 - as a consequence of the increased workload in connection with the changed governance structure of NKT Holding A/S.
Jens Due Olsen, Kristian Siem, Jens Maaløe, Kurt Bligaard Pedersen, Lone Fønss Schrøder and Lars Sandahl Sørensen were all re-elected as members of the Board of Directors.
Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as sole auditor of the Company.
The following changes to the Articles of Association of the Company were adopted:
The Board of Directors was authorised to issue warrants to the employees and management in the Company and companies consolidated with the Company which gives a right of subscription of a total nominal amount of 20,000,000 DKK shares (1,000,000 shares of 20 DKK each). Furthermore, the Board of Directors was authorised to effect the necessary capital increase connected to the exercise of the warrants with up to a nominal amount of 20,000,000 DKK shares.
The annual report is prepared and presented in English. The Board of Directors can decide that the annual report and interim reports are also prepared in Danish or that a summary hereof is prepared in Danish.
The Board of Director’s proposed amendments, including change in remuneration to the Deputy Chairman of the Board of Directors, period of notice and bonus to the Company’s executives and a number of editorial changes to the “Remuneration policy for the Board of Directors and the Board of Management of NKT Holding A/S”.
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The employee-elected Board members joined the Board of Directors immediately after the closing of the Annual General Meeting.
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At a meeting of the Board of Directors held after the Annual General Meeting, Jens Due Olsen was elected Chairman of the Board of Directors and Kristian Siem was elected Deputy Chairman.
NKT Holding A/S
Jens Due Olsen
Chairman of the Board of Directors
The Chairman’s report is available at www.nkt.dk