Extraordinary General Meeting of NKT A/S

10 October 2017
Announcement No. 25
 

Extraordinary General Meeting of NKT A/S
The Extraordinary General Meeting of NKT A/S was held on Tuesday 10 October 2017,  cf. Company Announcement No. 20 of 18 September 2017.

The General meeting adopted the following:
• Partial demerger of NKT A/S pursuant to which NKT A/S’ holding of shares in Nilfisk A/S and certain other activities, assets and liabilities will be transferred to a new Danish limited liability company to be named Nilfisk Holding A/S, cf. announcement No. 24 of  10 October 2017.

The following was adopted with regard to Nilfisk Holding A/S:
• Jens Due Olsen, René Svendsen-Tune, Anders Runevad, Jens Maaløe, Jutta af Rosenborg and Lars Sandahl Sørensen were all elected members of the Board of Directors of Nilfisk Holding A/S.
• Deloitte Statsautoriseret Revisionspartnerselskab was elected as auditor of Nilfisk Holding A/S.
• The proposed Remuneration Policy with respect to the Board of Directors and Executive Management of Nilfisk Holding A/S.
• The proposal for remuneration for 2017 of the Board of Directors of Nilfisk Holding A/S with DKK 207,700 to the Chairman, DKK 138,500 to the Deputy Chairman and DKK 69,250 to each of the other members.
• The proposal for remuneration for 2017 to the Chairman of the Audit Committee of Nilfisk Holding A/S with DKK 46,200 and DKK 23,100 to the other member.
• The proposal for remuneration to the Chairman of the Remuneration Committee and Nomination Committee with DKK 23,100 each and DKK 11,550 to the other member of each committee.  

The following was adopted with regard to NKT A/S:
• The proposed amendments of the Remuneration Policy for the Board of Directors and the Executive Management of NKT A/S and the Executive Managements of NKT’s business units as a consequence of the demerger and the re-branding of NKT.
• Anders Runevad stepped down from the Board of Directors of NKT A/S and Andreas Nauen was elected new member of the Board of Directors of the Company.
• The following amendments to the Articles of Association:
• Authorization to the Board of Directors to issue convertible bonds. New articles 3.C and 3.D. will be added to the Articles of Association and articles 3.A.4 and 3.A.8.
• Amendment of references to the Company’s website from www.nkt.dk to www.nkt.com. Articles 5.3, 5.7 and 11.3.

At a meeting of the Board of Directors of Nilfisk Holding A/S held after the Extraordinary General Meeting, Jens Due Olsen was elected Chairman of the Board of Directors and Lars Sandahl Sørensen was elected Deputy Chairman. Hans Henrik Lund was appointed CEO and Karina Deacon was appointed CFO.

Furthermore, the members of the committees of Nilfisk Holding A/S were appointed as follows:
Audit Committee: Jutta af Rosenborg (Chair of the committee) and Jens Maaløe.
Nomination Committee: Lars Sandahl Sørensen (Chair of the committee) and Jens Due Olsen
Remuneration Committee: Jutta af Rosenborg (Chair of the committee) and Jens Maaløe.  

Contact
Investor Relations:     Michael Nass Nielsen, Head of Investor Relations, tel: +45 2494 1654
Media Relations:          Helle Gudiksen, Head of Group Communications, tel: +45 2349 9098

Attachments

Extraordinary General Meeting of NKT_25.pdf

DISCLAIMER – IMPORTANT


ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY NKT HOLDING A/S (THE “COMPANY”) IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN.

These materials do not constitute or form part of an offer to buy or sell or the solicitation of an offer to buy or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction, in which such offers or sales are unlawful. In particular, these materials are not an offer of securities for sale into the United States. The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933 (the “US Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any securities in the United States.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published or distributed should inform themselves about and observe such restrictions.

Access to electronic versions of these materials is being made available on this webpage by the Company in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the Company that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

The materials on this portion of the website may contain statements which constitute “forward-looking statements”. Such statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.

Other than in accordance with its legal and regulatory obligations, the Company is not under any obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Confirmation of understanding and acceptance of disclaimer

Electronic versions of these materials are not directed at or accessible by persons located in United States, Canada, Australia and Japan or any other restricted jurisdiction. By clicking on the “Agree” button, I certify that I am not located in the United States, Canada, Australia and Japan or any other restricted jurisdiction.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “Agree” button, I confirm that I am permitted to proceed to electronic versions of these materials.
Agree Disagree