Notice of Annual General Meeting
To the shareholders of
Demant A/S
Notice is hereby given of the Annual General Meeting (AGM) of
Wednesday,
at the company’s headquarters
Kongebakken 9, 2765 Smørum,
Before the AGM, coffee and cake will be served from
The AGM will be held as a physical meeting and will be conducted in Danish.
Please note that the entire AGM will be webcast on the company’s website,www.demant.com, from
Please see below for further information on how to attend the AGM.
Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda is as follows:
1. The Board of Directors’ report on the company’s activities in the past year.
The Board of Directors recommends that the report be noted.
2. Presentation for approval of the audited Annual Report 2023, including the consolidated financial statements.
The Board of Directors recommends that the Annual Report 2023 be approved.
3. Resolution on the appropriation of profit or payment of loss according to the approved Annual Report 2023.
The Board of Directors proposes that the profit of
4. Presentation of and indicative vote on the Remuneration Report for 2023.
5. Approval of remuneration for the Board of Directors for the current financial year.
The Board of Directors recommends that the proposed remuneration be approved.
6. Election of members to the Board of Directors.
Under Article 11.2 of the Articles of Association, Board members elected by the AGM are elected for one-year terms. At the AGM in 2024,
7. Election of auditor.
The Board of Directors proposes re-election of PwC. The Board proposes that in the future, PwC’s tasks will also include to provide an opinion on the assurance of sustainability reporting in the management report.
8. Any proposals from the Board of Directors or shareholders.
The Board of Directors has submitted the following proposals:
8a) Deletion of Article 11.4 in the company’s Articles of Association on age limit for Board members
8b) Reduction of the company’s share capital
8c) Authorisation to the Board of Directors to let the company acquire own shares
8d) Authority to the chair of the AGM
9. Any other business.
Elaboration of the proposals
Re agenda item 4
The Board of Directors proposes that the Remuneration Report for the financial year 2023 be approved. The Remuneration Report is available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting.
The vote is indicative pursuant to section 139b (4) of the Danish Companies Act.
The Remuneration Report for 2022 was approved at the AGM on
Re agenda item 5
The Board of Directors proposes that the basic fee for Board members remains
In addition to this, the Board of Directors proposes that the basic fee for audit committee members remains
Re agenda item 6
Re agenda item 7
The Board proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) be re-elected in accordance with the recommendation of the audit committee. The Board proposes that in the future, PwC’s tasks will also include to provide an opinion on the assurance of sustainability reporting in the management report. The audit committee has not been influenced by any third party and has not been subject to any agreements concluded with third parties that limit the election by the AGM of certain auditors or accounting firms.
Re agenda item 8a
The Board of Directors proposes that the age limit in the Articles of Association be deleted, as the Board of Directors finds that age in itself should not form the basis of the qualification or disqualification of a Board member. Consequently, it is proposed that Article 11.4 of the company’s Articles of Association be deleted, so that the following text is removed: “A member of the Board of Directors must resign its position on the Board of Directors no later than at the first annual general meeting after such member has reached the age of 70.”
Articles 11.5 to 11.11 are adjusted accordingly and will henceforth become Articles 11.4 to 11.10.
Re agenda item 8b
The Board of Directors proposes a reduction of the company’s share capital by nominally
As a result of the capital reduction, the Board of Directors proposes that Article 4.1 of the Articles of Association be amended accordingly after expiry of the time limit prescribed in section 192 (1) of the Danish Companies Act to the effect that it will then be stated in Article 4.1 that the company’s share capital is
Before the capital reduction is implemented, the company’s creditors will be requested to file their claims through the IT system of the
Re agenda item 8c
The Board of Directors proposes that until the next AGM, the Board be authorised to let the company acquire own shares of a nominal value of up to 10% of the share capital. The bid price for the shares must at the time of purchase not deviate by more than 10% from the price quoted on
Re agenda item 8d
The chair of the AGM is authorised to make any such amendments and additions to the resolutions passed by the AGM and to apply for registration of such amendments and additions with the
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Adoption of the proposed resolutions under agenda item 8a (deletion of Article 11.4 in the company’s Articles of Association on the age limit for Board members) and 8b (reduction of the company’s share capital) are subject to at least 51% of the share capital being represented at the AGM and the resolutions being passed by at least two‐thirds of both the votes cast and the voting share capital represented at the AGM, cf. Article 10.3 of the Articles of Association.
The other proposed resolutions on the agenda may be passed by a simple majority of votes, cf. Article 10.2 of the Articles of Association. However, the proposed voting under agenda item 4 (Remuneration Report) is solely indicative.
The company’s share capital is
Participation, admission cards and voting rights
Under Article 9.2 of the Articles of Association, shareholders who are registered as shareholders in the register of shareholders on the date of registration,
Shareholders entitled to attend and vote at the AGM under Article 9.2 of the Articles of Association are entitled to attend the AGM, subject to having obtained an admission card for themselves and for any adviser accompanying them to the meeting no later than
Please note that only shareholders who are registered in the register of shareholders on the date of registration and who have obtained an admission card prior to the AGM are entitled to attend.
Admission cards may be obtained:
- electronically through the Shareholder Portal, which can be found on the company’s website, https://www.demant.com/investor-relations/shareholder-portal,
-
by submitting the order form by post to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK 2800 Kgs. Lyngby,
Denmark , or by submitting a scanned copy of the order form by e-mail to gf@computershare.dk, -
by making a written application to the company’s headquarters, Kongebakken 9, DK-2765 Smørum,
Denmark (marked “Adgangskort til generalforsamling”), or -
by appearing in person at the company’s headquarters, Kongebakken 9, DK-2765 Smørum,
Denmark .
The company will then send an electronic admission card by e-mail to the e-mail address indicated by the shareholder when registering via the Shareholder Portal. To gain access to the AGM, the admission card must be presented either electronically on a smartphone/tablet or as a hardcopy. If an error occurs with the electronic admission card, or if it is not possible to receive the admission card electronically or to print it, the admission card must be picked up upon arrival at the AGM against presentation of appropriate identification.
Shareholders will receive physical voting papers upon arrival at the AGM.
The company has designated
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Information on the company’s website
By
Written questions
As a shareholder, you may submit written questions about the agenda and the documents to be used for the AGM. Any questions must be sent by post to the company or by e-mail to info@demant.com. Questions will be answered in writing before the AGM or orally at the AGM, unless the answer is made available on the company’s website, https://www.demant.com/investor-relations/annual-general-meeting, prior to the AGM.
Submission of proxy
If you are unable to attend the AGM, the company’s Board of Directors would be pleased to act as proxy to cast the votes attached to your shares. Proxies may be appointed electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, no later than
Submission of postal votes
You may also vote by post. Postal votes may be cast electronically through the Shareholder Portal on the company’s website, https://www.demant.com/investor-relations/shareholder-portal, no later than 5
Webcast
The AGM will be webcast on the company’s website, www.demant.com, from
The webcast will only cover the podium and lectern.
Personal data
In connection with the AGM, the company collects, processes and keeps certain personal data. For further information, please refer to the company’s Privacy Notice, which is available on the company’s website, https://www.demant.com/privacy-notice.
Smørum,
The Board of Directors
About Demant A/S
Demant is a world-leading hearing healthcare group that offers solutions and services to help people with hearing loss connect with the world around them. In every aspect, from hearing devices, hearing implants, diagnostics to audio and video solutions and hearing care all over the world, Demant is active and engaged. Our innovative technologies and know-how help improve people’s health and hear-ing. We create life-changing differences through hearing health.
Attachments
- 2024-04 Notice to annual general meeting.pdf
© Ritzau Denmark, source