ISS' Annual General Meeting 9 April 2003
10 April 2003 - 9:01AM
UK Regulatory
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Stock Exchange Release
Stock Exchange Release No.
7/03 9 April 2003
ISS' Annual General Meeting
9 April 2003
Today ISS A/S held its Annual General Meeting. The shareholders
approved the annual report for 2002, the proposed dividend payment
and granted discharge to the Board of Directors and management. The
Board was authorised to permit acquisition of up to 10% of the
company's share capital and to issue warrants for subscription of up
to 400,000 shares. Members to the Board of Directors and auditors
were elected.
Today, ISS A/S held its Annual General Meeting (AGM) in Copenhagen,
Denmark. The shareholders approved the audited annual report for
2002, which showed a 9% increase in turnover to DKK 38.0 billion and
a 23% increase in operating profit to DKK 2,010 million. The Board of
Directors and Board of Management were granted discharge.
The shareholders approved the proposal by the Board of Directors to
pay the shareholders a dividend of DKK 2 per share, and that the
remaining net profit for 2002, DKK 158 million, be transferred to the
reserves. The shareholders also approved the proposal to allocate the
balance of the Share Premium Account, DKK 583 million, to a separate
fund to be applied only pursuant to a resolution by the shareholders.
In his report to the shareholders, Arne Madsen, Chairman of the Board
of Directors, said that in 2002 the prime goals had been to increase
the operating margin and to keep the solid cash conversion.
Consequently, the restructuring initiated in 2001 continued in 2002
with a sale of low-margin activities within Aviation and CarePartner.
The Chairman expressed his satisfaction with the result for the year
and explained that one of the reasons for the progress was the
strategy plan create2005 including its focus on Facility Services. In
line with the strategy, the acquisitions in 2002 focused on creating
the optimal service range in each country. The Chairman highlighted
the acquisition of the pest control business Eurogestion and also
mentioned ISS' organic development of washroom services. The Chairman
was pleased to see ISS receiving two awards in 2002 - The Danish
Shareholders Associations' Corporate Governance prize and The Danish
Accounting Award - which underlined management's intention of openly
communicating the way in which ISS is run. The Chairman also
commented on ISS' dividend policy which includes a proposal to pay a
dividend of DKK 2 per share for 2002. He said that the Board
currently did not find it appropriate to adjust its capital structure
further. Finally, the Chairman expressed sadness to leave the Board
of ISS after 26 years, of which 12 years as a Chairman.
Deputy Chairman Erik S�rensen thanked the retiring Chairman, Arne
Madsen, for his significant contribution to ISS.
Authorisation regarding own shares
The Board of Directors was authorised to permit ISS A/S, or its
wholly owned subsidiaries, to acquire shares in the Company
corresponding to a maximum of 10% of the share capital of the
Company.
Authorisation regarding warrants
The Board of Directors was authorised to issue warrants for
subscription of ISS shares of up to DKK 8,000,000 par value (400,000
shares). Beneficiaries will be managers and officers or particularly
qualified employees of the Company, its subsidiaries and affiliated
companies. The authorisation includes the right to increase the share
capital when the warrants are exercised.
Election of members of Board of Directors and auditors
Mr. Erik S�rensen and Mr. Peter Lorange were re-elected as members of
the Board of Directors.
Mr. Arne Madsen did not seek re-election. Instead Mr. Claus H�eg
Madsen was elected as new member of the Board of Directors. Mr. Claus
H�eg Madsen (57) has since 1978 been a partner in the law firm Jonas
Bruun. He is a board member of Nordea AB, Genpack A/S, Singer Danmark
A/S, Scanbox Entertainment Danmark A/S and Ejendomsselskabet Ny
M�rumvej 260 A/S.
KPMG C. Jespersen and Deloitte & Touche, Statsautoriseret
Revisionsselskab, were re-elected as the Group's auditors.
Election of a new chairman of the Board of Directors
Following the AGM, the Board of Directors constituted itself and
appointed Mr. Erik S�rensen as new chairman and Sven Risk�r as new
vice-chairman of the Board of Directors.
Further information:
Arne Madsen, Retiring Chairman
Tel.: +45 33 47 88 00
Erik S�rensen, Chairman
Tel.: +45 45 74 74 74
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