The annual general meeting of
1. Report by the board of directors on the activities of the Company.
2. Presentation and approval of the annual report and consolidated financial statements.
3. Resolution on the appropriation of profits or losses as recorded in the annual report as adopted.
- The board of directors proposes that a dividend of
DKK 10 be paid for each share of a nominal value ofDKK 2 .
4. Decision on discharge for the management and the board of directors.
5. Consideration of proposed resolutions put forward by the board of directors and/or by shareholders.
Proposals from the board of directors:
5.1 The board of directors proposes that the remuneration report for the financial year 2022/23 be approved.
5.2 The board of directors proposes that the ordinary board remuneration per board member shall amount to
5.3 The Board of Directors proposes to reduce the company’s share capital by nominally
Under the company’s share buyback programmes during the period from
Adoption of the proposal implies the following amendment of the first section of article 4 of the articles of association taking effect upon completion of the capital reduction:
“The share capital of the company amounts to
5.4 The board of directors proposes that until
Art. 4 a. Until
The rules applying to the existing class A and class B shares shall apply correspondingly to the new class A and class B shares, cf. article 4 d of the articles of association.
5.5 If bullet 5.4 above is adopted, the board of directors proposes that until
Art. 4 b. Until
Art. 4 c. The aggregate authorisations of the board of directors pursuant to articles 4 a and 4 b can at the most be exercised to increase the share capital by a total sum of nominally
The rules applying to the existing class A and class B shares shall apply correspondingly to the new class A and class B shares, cf. article 4 d of the articles of association.
5.6 The board of directors proposes that the annual general meeting extends the existing authorisation to allow the board of directors to purchase treasury shares so that the board of directors in the period until
5.7 The board of directors proposes that the provisions in the company's articles of association regarding admission cards be adapted so that requisitioning takes place in accordance with the options listed in the notice convening the general meeting. It is thus proposed to delete article 10, section 9 and 10, of the company's articles of association in accordance with the enclosed draft for articles of association.
6. Election of members to the board of directors.
The board of directors proposes re-election of
A description of the background and the executive positions held by each candidate proposed for election by the board of directors is available at www.aarsleff.com
7. Appointment of auditor.
In accordance with the recommendation from the audit committee, it is proposed that Deloitte, Statsautoriseret Revisionsaktieselskab, be elected for one year. The audit committee has not been influenced by a third party and has not been imposed upon it any contract entered into with a third party restricting the choice by the annual general meeting to certain auditors or audit firms.
8. Any other business.
Agenda etc.
The agenda and the proposals in full will be available on www.aarsleff.com from
No later than three weeks before the annual general meeting, the following information will be available to the shareholders on www.aarsleff.com:
- The notice convening the annual general meeting including the agenda and the full text of the proposals.
- The total number of shares and voting rights at the date of the notice.
- The documents which are to be presented at the annual general meeting.
- Any forms required for voting by proxy and voting by letter.
Passing of special resolutions
The adoption of the proposed resolution about capital reduction, authorisation of the board of directors to increase the share capital as well as amendment of the company's articles of association concerning admission cards (article 5.3, 5.4, 5.5 and 5.7) requires that shareholders corresponding to at least two thirds of the votes cast as as well as of the voting share capital represented at the annual general meeting vote in favour of the proposal, cf. article 11 of the articles of association.
Date of registration
A shareholder’s right to attend and vote at the annual general meeting is determined on the basis of the shares held by the shareholder on
Notice of attendance
Admission cards may be requested from Thursday
- Electronically via the Shareholder portal at www.aarsleff.com/investoror via https://portal.computershare.dk/00000/generalForsamlinger_list.asp. Admission cards will be sent to the shareholder by e-mail to the e-mail address provided in the shareholder portal at the time of registration.
- By filling in, signing and submitting the registration form by e-mail to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby. The registration form is available at www.aarsleff.com/investor. Please note the delivery time of the postal services if the registration form is sent by ordinary mail. Email address should be stated when registering.
Please note that admission cards will not be sent by ordinary mail. Shareholders who have registered for the annual general meeting in due time will be admitted to the meeting upon presentation of the following at the entrance:
- Electronic or printed copy of the admission card if the shareholder has registered for the annual general meeting through the Shareholder Portal on www.aarsleff.com/investor. The digital admission card will be sent via e-mail to the e-mail address provided by the shareholder and registered in the shareholder portal at the time of registration.
- Valid photo ID if the shareholder has registered for the annual general meeting by submission of the registration form or by telephone.
Shareholders with voting rights will receive a voting card at the entrance to the annual general meeting.
Shareholders or proxy holders may attend the annual general meeting accompanied by an adviser.
Questions regarding notification of attendance at the annual general meeting or the use of the shareholder portal may be directed to Computershare A/S on e-mail: gf@computershare.dk
Voting by proxy
Voting rights may be exercised through a proxy holder who must present a proxy which is in writing and dated. The proxy will not be valid for more than one year at a time.
Proxies must be granted no later than Thursday
- Via the Shareholder Portal on www.aarsleff.com/investor
- By filling in, signing and submitting the proxy and postal voting form by e-mail to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby. The proxy and postal voting forms are available at www.aarsleff.com/investor. Please note the delivery time of the postal services if the proxy form is sent by ordinary mail.
Proxies may be revoked at any time.
Postal votes
Registered shareholders may vote by postal voting for the items on the agenda. Postal votes may be submitted:
- Via the Shareholder Portal on www.aarsleff.com/investor
- By filling in, signing and submitting the proxy and postal voting form by e-mail to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby. The proxy and postal voting forms are available at www.aarsleff.com/investor. Please note the delivery time of the postal services if the proxy form is sent by ordinary mail.
Postal votes cannot be revoked.
Computershare A/S must receive the postal votes no later thanFriday
Questions
At the annual general meeting, management will answer questions from the shareholders about matters of significance to the assessment of the annual report, the general position of the company and any other questions to be addressed at the annual general meeting.
The size of the share capital and voting right
The share capital of the company amounts to
The Board of Directors of
Contacts
Ebbe Malte Iversen , Bestyrelsesformand / Chairman of the Board of Directors, +45 8744 2222
About Per Aarsleff Holding A/S
Attachments
- GF2024 Indkaldelse til ordinær generalforsamling i Per Aarsleff Holding UK.pdf
© Ritzau Denmark, source