Annual General Meeting of Danisco A/S held on 19 August 2010
- The Annual Report 2009/10 was adopted and the Board of Directors' proposal to pay a dividend of DKK 17.00 per share of DKK 20 was approved.
- Jørgen Tandrup, Håkan Björklund and Kirsten Drejer were reelected to the Board of Directors.
- The Company's auditor, Deloitte Statsautoriseret Revisionsaktieselskab, was reelected.
- The remuneration paid to Directors for the current financial year, which is unchanged, was approved.
- The Annual General Meeting adopted the Board of Directors' proposal to pay remuneration to Directors serving on the Company's audit committee corresponding to one third of the annual remuneration paid to Directors with a premium of 50% to the Chairman.
- Moreover, the Board of Directors' proposal to pay remuneration to Directors participating in ad hoc committees corresponding to one sixth of the annual remuneration paid to Directors was adopted. The Chairman and the Deputy Chairman are not paid additional remuneration for participating in ad hoc committees.
- The Board of Directors was authorised in the period up to next year's Annual General Meeting to allow the Company to purchase treasury shares with a nominal value of up to 10% of the Company's share capital, provided that the share price does not deviate more than 10% from the most recently quoted market price at the time of the purchase and provided that the total number of shares held by the Company does not exceed 10%.
- A share option scheme of up to 600,000 share options will be granted with an exercise price based on the average share price of five consecutive trading days prior to the Annual General Meeting (13 August 2010 to 19 August 2010 - both days included)
excluding any dividend adopted at the Annual General Meeting and subsequently with a premium of 10%. The share options may be exercised between 1 September 2013 and 1 September 2016 with the first options being granted on 1 September 2010 at the earliest. The share options will be granted to the Executive Board and senior managers, comprising approximately 375 persons.
- The voting right restriction of 7 1/2% in Article 14.1 is removed and as a consequence Article 14.2 is deleted.
- The Articles of Association are revised in consequence of the new Danish Companies Act and as part of a general updating of the Articles of Association. The revision includes that:
- The term of office for Board members is reduced from two years to one year;
- The retirement age for Board members is 70 years;
- The corporate language of the Company is English.
The complete wordings of the resolutions appear from the previously published agenda and the resolutions in full for amendments of the Articles of Association of the Company attached to the agenda for the Annual General Meeting.
After the Annual General Meeting, the Board of Directors appointed Jørgen Tandrup Chairman of the Board and Håkan Björklund Deputy Chairman.