Notice to Annual General Meeting
COMPANY ANNOUNCEMENT NO 11/2024 - APRIL 3, 2024
To the shareholders of Royal Unibrew
A/SCVR No 41 95 67 12The Board of
Directors of Royal Unibrew A/S hereby gives notice of the Company’s
Annual General Meeting 2024
Tuesday, April 30, 2024, at 4 pm
(CEST)
The Annual General Meeting will be held as a
fully electronic general meeting with no physical attendance in
accordance with the Company’s Articles of Association
Agenda and full contents of the proposals:
1. Report on the Company’s
business activities during the year
2. Presentation of the audited
Annual Report 2023 for approval The Board of Directors
proposes that the audited Annual Report for 2023 be adopted.
3. Resolution to discharge the
Board of Directors and the Executive Management from
liability The Board of Directors proposes that the Board
of Directors and the Executive Management are granted discharge
from liability in relation to the approved Annual Report 2023.
4. Proposed distribution of profit
for the year, including resolution on the amount of
dividendThe Board of Directors proposes that no ordinary
dividend is paid out and that the net profit of DKK 1,095 million
is to be carried forward.
Following the acquisitions of Vrumona in the Netherlands and San
Giorgio in Italy, the debt compared to EBITDA is higher than
stipulated in our capital allocation priorities in the annual
report 2023. Accordingly, the Board of Directors proposes not to
distribute ordinary dividend. The Board of Directors will consider
paying out extraordinary dividend in the period before the annual
general meeting in 2025. Accordingly, under item 7.2. of the
agenda, the Board of Directors proposes that the Board of Directors
be authorised to distribute extraordinary dividend to the Company’s
shareholders.
5. Presentation of the
Remuneration Report for 2023 for approvalThe Board of
Directors proposes that the Remuneration Report for 2023 be
approved.
6. Approval of remuneration of the
Board of Directors for 2024 The Board of Directors
proposes that the fees to the Board of Directors for 2024 remain
unchanged. The base fee will thus be DKK 415,000 per board member
(“Base Fee”). The Chair shall continue to receive three times the
Base Fee (including Base Fee) and the Deputy Chair shall continue
to receive 1¾ times the Base Fee (including Base Fee) for their
extended duties and obligations.
Board members who also serve on the Nomination and Remuneration
Committee or the Audit Committee will receive an additional annual
fixed fee corresponding to 33% of the Base Fee per membership of
one of the board committees, and the Chairs of the committees
receive an annual fixed fee corresponding to 50% of the Base Fee
per chairmanship for their extended duties and obligations.
In addition to the above stated remuneration to members of the
Board of Directors, the Company pays out-of-pocket expenses,
including travel and transportation costs, associated with the
services rendered as member of the Board of Directors, and the
Company may also pay foreign social charges and similar charges
within the EU, charged by foreign authorities in relation to the
fees.
7. Consideration of proposals
submitted by the Board of Directors 7.1 Authorization to
acquire treasury sharesThe Board of Directors proposes that until
the next Annual General Meeting the General Meeting authorizes the
Board of Directors to let the Company acquire treasury shares
equivalent to a total of 10% of the Company’s share capital at the
time of the authorization, provided that the Company’s total
holding of treasury shares at no point exceeds 10% of the Company’s
share capital. The consideration must not deviate by more than 10%
from the official price quoted at Nasdaq Copenhagen at the time of
acquisition.
7.2 Authorization to distribute extraordinary dividend The Board
of Directors proposes that the Board of Directors is authorized to
distribute extraordinary dividend of up to DKK 14.5 per share (of a
nominal value of DKK 2) to the shareholders of the Company, cf.
section 182(2) of the Danish Companies Act. The authorization shall
be in force until the next annual general meeting of the
Company.
8. Election of members of the Board of
Directors The members of the Board of Directors elected by
the General Meeting are elected for a term of one year and are
eligible for re-election.
The Board of Directors proposes re-election of Peter Ruzicka,
Jais Valeur, Catharina Stackelberg-Hammarén, Heidi Kleinbach-Sauter
and Torben Carlsen and election of new board member Lise
Mortensen.
Christian Sagild is not available for re-election.
Provided that members of the Board of Directors are elected in
accordance with the proposal of the Board of Directors, the Board
of Directors consists of six members elected by the General Meeting
and three members elected by the employees. It is the intention of
the Board of Directors to elect Peter Ruzicka as Chair and Jais
Valeur as Deputy Chair.
Information on the background, qualifications,
independence, managerial duties and demanding organizational
assignments of the board candidates is available at the Company’s
website www.royalunibrew.com, see ”Investor”, and in Appendix 1 to
this notice.
9. Appointment of state-authorized
public auditorThe Board of Directors proposes
re-appointment of Deloitte Statsautoriseret Revisionspartnerselskab
in accordance with the Audit Committee's recommendation. The
appointment applies to both the financial auditing as well as
assurance engagements relating to sustainability reporting. The
Audit Committee has informed the Board of Directors that it has not
been influenced by third parties nor has it been subject to any
contractual obligation restricting the General Meeting’s choice of
certain auditors or audit firms.
10. Any other
business
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Adoption requirements, share capital, record date,
attendance and voting rightAll proposed resolutions may be
passed by simple majority.
The Company’s share capital of nominally DKK 100,400,000 is
divided into shares of DKK 2 or multiples hereof. Each share of DKK
2 entitles the holder to one vote (50,200,000 votes in total).
The record date is Tuesday, April 23, 2024 at 11:59 pm (CEST).
The right to participate and vote, including voting by
correspondence or issue of proxy, is calculated on the basis of
registration in the Company’s register of shareholders on this date
and on the basis of notifications of ownership received by the
Company on this date for entry in the register of shareholders.
Shareholders holding shares in the Company on the record date
are entitled to attend and vote at the General Meeting. Moreover,
in order to attend, the shareholder must have requested admission
within the deadline as described below.
Requesting admission to the Annual
General Meeting In order to attend the Annual General
Meeting, the shareholder must have requested admission no later
than Friday, April 26, 2024 at 11:59 pm (CEST). Admission may be
requested either through Euronext Securities’ website,
www.vp.dk/agm, through www.royalunibrew.com (click on Investor –
Investor Portal) or alternatively via Euronext Securities by
telephone +45 43 58 88 66. Moreover, the registration form can be
downloaded from www.royalunibrew.com (click on Investor – AGM). If
the form is used, it must be completed, signed and sent by ordinary
mail to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402
Copenhagen, or as a scanned copy to CPH-investor@euronext.com and
be received within the deadline.
Following timely registration, a confirmation will be forwarded
to the shareholder’s email address provided by the shareholder. The
email address must be registered at the Company’s Investor Portal
at www.royalunibrew.com (click on Investor – Investor Portal). The
confirmation email contains a link to the Annual General Meeting
from which the general meeting can be accessed, cf. below.
Attending the Annual General Meeting
electronicallyParticipation in the Annual General Meeting
will take place through the AGM Portal, which can be accessed
through a web browser on desktop devices, smartphones or tablets.
The AGM Portal provides the possibility of asking questions,
providing comments and voting (if required) during the live webcast
of the Annual General Meeting. Links for accessing the AGM Portal
and information on the procedure for electronically attending the
Annual General Meeting will be provided by email to shareholders
who have notified the Company of his/her attendance at the Annual
General Meeting, cf. above.
To attend the Annual General Meeting, shareholders must have an
electronic device with a supported web browser as well as an
adequate and functioning internet connection available at the time
of the Annual General Meeting. Each shareholder is responsible for
ensuring that the hardware and software satisfy the following
requirements:
Browser/PCThe Annual General Meeting can be attended by use of
evergreen browsers on a PC/Mac, mobile phone and tablet/iPad.
Evergreen browsers (e.g., Edge, Chrome and Firefox) are browsers
that automatically update to new versions. Internet Explorer cannot
be used.
Apple productsThe AGM Portal will run in the four latest main
versions of the Safari browser on Mac, iPhone and iPad (Safari
versions 13, 14, 15 and 16).
Internet connectionThe quality of the transmission will depend
on the shareholders’ individual internet providers. As a minimum,
shareholders should have a 5-10 Mbit/s connection.
Information on how to electronically attend the Annual General
Meeting can also be found at www.royalunibrew.com, see
“Investor”.
ProxyProxy may be granted
either through Euronext Securities’ website, www.vp.dk/agm, or
through www.royalunibrew.com (click on Investor – Investor Portal)
(requires electronic access code) no later than Friday, April 26,
2024 at 11:59 pm (CEST). Moreover, the proxy form can be downloaded
from www.royalunibrew.com (click on Investor – AGM). If the form is
used, it must be completed, signed and sent by ordinary mail to
Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or
as a scanned copy to CPH-investor@euronext.com and be received
within the deadline.
Voting by
correspondenceShareholders may vote in writing by letter
either through Euronext Investor Services’ website, www.vp.dk/agm,
or through www.royalunibrew.com (click on Investor – Investor
Portal) (requires electronic access code) no later than Monday,
April 29, 2024 at 12:00 noon (CEST). Moreover, the voting by
correspondence form can be downloaded from www.royalunibrew.com
(click on Investor – AGM). If the form is used, it must be
completed, signed and sent by ordinary mail to Euronext Securities,
Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, or as a scanned copy
to CPH-investor@euronext.com, and be received within the
deadline.
Questions from
shareholdersShareholders can ask questions on the annual
report, the Company in general or on the agenda items prior to the
Annual General Meeting. Such questions can be submitted by written
inquiry to the Company’s investor relations office, Faxe Allé 1,
DK-4640 Faxe or by email to investor.relations@royalunibrew.com.
The questions will as far as possible be answered in writing prior
to the Annual General Meeting and published at the Company’s
website or presented by the Chair of the Annual General Meeting and
answered at the Annual General Meeting.
Moreover, shareholders can electronically ask questions at the
Annual General Meeting through the AGM portal.
Personal data
Prompted by requirements set out in the Danish
Companies Act, the Company processes personal information about its
shareholders as part of the administration of the company's
register of shareholders and other communications. The following
information is processed: Name, address, contact information, VP
account number, shareholding and participation in events. You can
read more about how the Company processes personal information on
the Company’s website: Privacy policy.
Other informationThe following
documentation is available on the Company’s website,
www.royalunibrew.com (click on “Investor –
AGM”):- Notice of
the Annual General Meeting, including the agenda and the complete
proposals;- Total
number of shares and voting rights on the date of the
notice;- The
documents to be presented at the Annual General Meeting;
- Forms to be used
in connection with voting by proxy or by correspondence.
The Annual General Meeting will be broadcasted live by webcast
at the Company’s website, www.royalunibrew.com. Simultaneous
interpretation from Danish to English and English to Danish will be
available at the webcast available at the Company’s website.
Faxe, April 3, 2024On behalf of the Board of Directors
Peter Ruzicka Chair of the Board of Directors
Appendix 1
Candidates for the Board of Directors – Profiles and
overview of their managerial duties with other Danish and foreign
commercial enterprises:
Peter Ruzicka Born 1964.
Norwegian. Member of the Board of Directors since 2021 and Chair
since 2022. Peter Ruzicka is a professional board member.
The Board of Directors proposes re-election of
Peter Ruzicka due to his extensive international experience within
the food and beverage industry as well as FMCG (Fast Moving
Consumer Goods). In addition Peter Ruzicka has broad operational
expertise with strategy execution and transformation.
Listed companies: Peter Ruzicka is Chair of the
Board of Directors of Pandora A/S, Denmark, and member of the Board
of Directors of Axfood AB, Sweden.
Non-listed companies: Peter Ruzicka is member of
the Board of Directors of Aspelin Ramm Gruppen AS and AKA AS, both
in Norway.
Peter Ruzicka is recommended election as an
independent board member in accordance with section 3.2.1 of the
Recommendation on Corporate Governance.
Peter Ruzicka is Chair of the Nomination and
Remuneration Committee and Deputy Chair of the Audit Committee.
Jais ValeurBorn 1962. Danish. Member of the
Board of Directors since 2013 and Deputy Chair since 2018. Jais
Valeur is Group CEO of Danish Crown since 2015.
The Board of Directors proposes re-election of Jais Valeur due
to his special expertise in general management of international
enterprises within FMCG (Fast Moving Consumer Goods).
Listed companies: Jais Valeur is member of the Board of
Directors of Alm Brand A/S, Denmark.
Non-listed companies: Jais Valeur is Group CEO of Danish Crown
A/S, part of the management in six fully owned subsidiaries of
Danish Crown A/S and CEO of Leverandørselskabet Danish Crown Amba.
In addition, Jais Valeur is CEO of Valeur Invest ApS and a
proprietor of Ulstrupgaard I/S and sole proprietor of Søhalegård
& Dybdal Plantage.Jais Valeur is nominated as an independent
member of the Board of Directors in accordance with item 3.2.1 of
the Danish Recommendations on Corporate Governance.
Jais Valeur is member of the Nomination and
Remuneration Committee.
Torben Carlsen Born 1965.
Danish. Member of the Board of Directors since 2021. Torben Carlsen
is President & CEO of DFDS since 2019 with prior positions as
Executive Vice President and CFO of DFDS since 2009.
The Board of Directors proposes re-election of
Torben Carlsen due to his broad international expertise and
knowledge within finance, risk management, M&A, and management
of international corporations.
Listed companies:Torben Carlsen is Group CEO of
DFDS and part of the management in 30 fully owned non-listed
subsidiaries of DFDS, Denmark.
Non-Listed companies: Torben Carlsen is member
of the Board of Directors of PPC Ejendomme A/S, Dyal 1 ApS and P/S
Dyal Investment. All companies situated in Denmark. In addition,
Torben Carlsen is a member of the Executive Board of GRO Fund II GP
ApS, CEO of R1612 ApS and T1612 ApS, all situated in Denmark.
Torben Carlsen is recommended election as an
independent board member in accordance with section 3.2.1 of the
Recommendation on Corporate Governance.
Heidi Kleinbach-Sauter
Born 1956. German. Member of the Board of
Directors since 2019. Heidi Kleinbach-Sauter is a professional
board member.
The Board of Directors proposes re-election of
Heidi Kleinbach-Sauter due to her broad international experience
within general management, technology, quality management and
science within the food and beverage industry. Heidi
Kleinbach-Sauter is global thought leader on diversity and
inclusion.
Heidi Kleinbach-Sauter is recommended for
election as an independent board member in accordance with section
3.2.1 of the Recommendation on Corporate Governance.
Catharina Stackelberg-Hammarén
Born 1970. Finnish. Member of the Board of
Directors since 2019. Catharina Stackelberg-Hammarén is Senior
Vicepresident of Knowit Oy.
The Board of Directors proposes re-election of
Catharina Stackelberg-Hammarén due to her broad international
experience within general management, strategy, commercial
excellence, innovation, technology and ESG.
Listed companies: Catharina Stackelberg-Hammarén
is Chair of the Board of Directors of Alma Media Oyj, and member of
the Board of Directors of Purmo Group Plc and Harvia Plc, all
situated in Finland.
Catharina Stackelberg-Hammarén is recommended
for election as an independent board member in accordance with
section 3.2.1 of the Recommendations on Corporate Governance.
Lise Mortensen as new board
member Born 1968. Lise Mortensen is professional board
member and recently EVP and Group CFO in Chr. Hansen before the
merger with Novozymes.
The Board of Directors proposes election of Lise
Mortensen due to her extensive experience within finance, IT
cybersecurity, ESG, and international leadership including change
and transformation, business development, strategy and M&A.
Non-listed companies: Lise Mortensen is member
of the Board of Directors at Dovista A/S and Vizrt, both situated
in Denmark.
Lise Mortensen is recommended for election as an
independent board member in accordance with section 3.2.1 of the
Recommendations on Corporate Governance.
The above information on the background and
duties of the candidates is also available at
www.royalunibrew.com.
- Fond-RU-11-2024-uk - Notice to convene
Grafico Azioni Royal Unibrew AS (TG:0R1)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Royal Unibrew AS (TG:0R1)
Storico
Da Dic 2023 a Dic 2024
