DSV, 1090 - Notice of Annual General Meeting
Notice of Annual General
Meeting
Notice is hereby given that the Annual General
Meeting of DSV A/S will be held on:
Thursday, 14 March 2024, at 14:00 CET, at DSV A/S’
registered office DSV
A/SHovedgaden 630, 2640 Hedehusene,
Denmark Doors open at 13:00 CET |
Light refreshments will be served before the Annual General
Meeting.
1
Agenda
1. Report of
the Board of Directors and the Executive Board on the Company's
activities in
2023 2. Presentation
of the 2023 Annual Report with the audit report for adoption
3. Resolution
on application of profits or covering of losses as per the adopted
2023 Annual
Report 4. Approval
of the proposed remuneration of the Board of Directors for the
financial year
2024 5. Presentation
and approval of the 2023 Remuneration
Report 6. Election
of members for the Board of
Directors 7. Election
of auditor(s)
8. Proposed
resolutions 8.1.
Reduction of the share capital and amendment of Article 3 of
the Articles of Association
8.2. Authorisation to acquire
treasury shares
8.3. Indemnification program
a. Adoption of indemnification program
b. Amendment of the Articles of Association
8.4. Shareholder proposal on reporting on
human rights and labour
rights 9. Any
other business
Language: The Board of
Directors has decided that all presentations and discussions at the
Annual General Meeting will be conducted in English in accordance
with the Company’s Articles of Association.
2
Explanation of the agenda
itemsRe item 1 of the
agendaReport of the Board of Directors and the
Executive Board on the Company’s activity in 2023The Board
of Directors proposes that the report of the Board of Directors and
the Executive Board on the Company's activities in 2023 is
noted.
Re item 2 of the agendaPresentation of
the 2023 Annual Report with the audit report for
adoptionThe Board of Directors proposes that the audited
2023 Annual Report is adopted.
Re item 3 of the
agendaResolution on the application of profits or
coverage of losses as per the adopted 2023 Annual
ReportThe Board of Directors proposes a dividend per share
of DKK 7.00.Please also refer to page 18 of the Annual Report
2023.
Re item 4 of the
agendaApproval of the proposed remuneration of the
Board of Directors for the financial year 2024The Board of
Directors proposes that remuneration of its members for 2024 will
be a base fee of DKK 600,000 per annum per ordinary board member,
which is unchanged compared to 2023.Accordingly, in 2024 the
remuneration will be as follows:
- Ordinary members of the Board of Directors receive basic
remuneration amounting to DKK 600,000.
- The Chairman of the Board of Directors receives in total 3
times the basic remuneration (DKK 1,800,000).
- The Vice-chairman of the Board of Directors receives in total
1.5 times the basic remuneration (DKK 900,000).
- The chairman of the Board Audit Committee receives a
remuneration of DKK 600,000 for the chairmanship, while each Audit
Committee member receives a remuneration of DKK 300,000 for this
committee seat.
- The chairmen of the Board Nomination and the Board Remuneration
committees receive a remuneration of DKK 300,000 for each
chairmanship, while each member of these committees receives a
remuneration of DKK 150,000 for each of these committee seats.
Re item 5 of the
agendaPresentation and approval of the 2023
Remuneration ReportThe Board of Directors proposes that
the 2023 Remuneration Report is approved.
Re item 6 of the
agendaElection of members for the Board of
DirectorsThe Board of Directors proposes that the Board of
Directors is composed of a total of eight members, and that the
following members are re-elected as members of the Board of
Directors:
Thomas PlenborgJørgen MøllerMarie-Louise
AamundBeat WaltiNiels SmedegaardTarek Sultan Al-EssaBenedikte
LeroyHelle Østergaard Kristiansen
Background information on the candidates is
attached to this notice.
Re item 7 of the agendaElection of
auditor(s)The Board of Directors proposes election of
PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab,
certified accounting member firm, CVR no. 33771231, as auditor for
both financial and sustainability reporting purposes.This proposal
is based on an updated review and recommendation by the Company's
Audit Committee. The Audit Committee has not been influenced by
third parties or been subject to any agreements restricting the
election of auditor(s) by the Annual General Meeting.
Re item 8 of the
agendaRe item 8.1 of the
agendaReduction of the share capital and amendment
of Article 3 of the Articles of Association.As a part of
the Company’s capital allocation strategy, the Company has
continued to implement several share buyback programmes. Some of
the treasury shares acquired during such share buyback programmes
have been used to cover the Company's incentive programmes. The
Board of Directors proposes that parts of the remaining treasury
shares be cancelled resulting in the share capital being reduced by
treasury shares of a nominal value of DKK 5,000,000 allocated to
5,000,000 treasury shares each with a nominal value of DKK 1. After
the reduction, the nominal value of the Company's share capital
will be DKK 214,000,000.Pursuant to section 188 of the Danish
Companies Act (Selskabsloven), notice is hereby given that the
purpose of the capital reduction is to cancel part of the Company's
portfolio of treasury shares. According to the practice of the
Danish Business Authority (Erhvervsstyrelsen), this is comparable
to a capital reduction for distribution to shareholders, see
section 188(1)(ii) of the Danish Companies Act. In the period from
2 August 2023 until 29 January 2024, the Company has acquired
5,028,489 shares. The shares were re-purchased for a total amount
of DKK 6,131,246,952 equalling an average price of DKK 1,219.30 per
share. This means that, in addition to the nominal capital
reduction amount, a total of DKK 6,091,510,256 has been paid out to
the Company’s shareholders.As part of the proposal to reduce the
share capital, it is proposed to amend Article 3 of the Articles of
Association upon completion of the capital reduction. As a result
of the capital reduction, Article 3 of the Articles of Association
will be amended to read as follows:
Ҥ3The Company's share capital amounts to DKK
214,000,000.”
Prior to the implementation of the capital
reduction, the Company's creditors will be asked to file any claims
they may have against the Company within a period of four weeks.
The request will be published through the IT system of the Danish
Business Authority. The capital reduction will be implemented after
four weeks.
Re item 8.2 of the
agendaAuthorisation to acquire treasury
sharesFor the purposes of maintaining an active capital
allocation strategy and covering the incentive programmes of the
Company, a proposal is made to grant a new five-year authorisation
to the Board of Directors to acquire treasury shares of a nominal
value of up to DKK 21,400,000, corresponding to 10 per cent of the
Company’s share capital, provided that the Company's portfolio of
treasury shares does not exceed 10 per cent of the share capital at
any time. The purchase price of treasury shares cannot deviate by
more than 10 per cent from the last recorded listed share price at
the time of purchase. The new five-year authorisation will replace
the existing authorisation.
Re item 8.3 of the
agendaIndemnification program
a. Adoption of indemnification
program
Background: DSV implemented an indemnification
program at the Annual General Meeting in March 2022 which the Board
of Directors proposes to renew and replace.
Purpose: Whereas it is the Company’s policy to
take out appropriate and customary directors & officers
(D&O) liability insurance for previous, current, and future
members of the Board of Directors, it may be necessary to offer
additional coverage for potential management liability to attract
and retain qualified members of the Board of Directors. Hence, the
Board of Directors deems it to be in the best interest of the
Company and its shareholders that the members of the Board of
Directors are offered an adequate indemnification program covering
potential management liability supplemental to the D&O
liability insurance as further described in the resolution proposed
below.
Proposal: The Board of Directors proposes the
following resolution for approval by the Annual General
Meeting:
“The General Meeting approves an indemnification
program (the “Program”) under which the Company shall indemnify and
hold harmless previous, current and future members of the Board of
Directors (the “Board Members”), to the fullest possible extent
permitted under applicable laws, from and against any losses
incurred by a Board Member arising out of any actual or potential
claims, including any costs, expenses, fees, interests and
potential tax liabilities associated therewith, raised by one or
more third parties (other than DSV group companies) based on such
Board Member’s discharge of his/her duties as Board Member.
Excluded from indemnification under the Program are, however, any
losses relating to liability incurred by a Board Member arising out
of such Board Member’s fraud, sanctioned offences under applicable
criminal law, improper acts and omissions (in Danish: “utilbørlige
dispositioner”), willful misconduct or, to the extent not covered
under the Company’s D&O liability insurance applicable from
time to time (the “D&O Insurance”), gross negligence.
Indemnification under the Program is not
conditioned on coverage under the D&O Insurance but shall be
secondary to coverage under the D&O Insurance and other sources
of indemnification, if any, i.e., the Company shall not be
obligated to provide indemnification under the Program before
coverage under the D&O Insurance and indemnification available
from any other source are exhausted. The Program may thus also
provide coverage for losses, which are not covered wholly or partly
under the D&O Insurance. Such secondary coverage does not imply
an obligation on the Company to exhaust any and all opportunities
to relief Board Members from liability and does not prevent the
Company from covering Board Members’ defense costs on an upfront
basis (subject to potential reimbursement). The Program shall
solely benefit the Board Members, i.e., no third party shall be
entitled to rely on or derive any benefits from the Program or have
any recourse against the Company on account of the Program.
The Program shall apply until amended or revoked
by the General Meeting of the Company. At expiry or revocation of
the Program, claims for indemnification may be notified by a Board
Member for a period of up to 10 years after expiry or revocation of
the Program. Subject to the Program’s terms and conditions, the
Program covers claims made against a Board Member arising out of or
originating from facts or circumstances prior to the expiry of the
term of the Program.
For the purpose of implementing the Program, the
Board of Directors shall stipulate procedural, administrative and
other necessary terms governing the Program, including with respect
to handling of potential conflicts of interests and scope of
indemnification of previous Board Members. Indemnification of a
Board Member’s losses under the Program shall be subject to such
procedural, administrative and other necessary terms, as applicable
from time to time, and such Board Member’s accession to the terms.
In order to establish an indemnification program for the Executive
Board, the Board of Directors is authorised to stipulate the terms
and conditions applicable to such program. All claims for
indemnification, including if the conduct of a Board Member is
covered by the Program, shall be processed and decided in
accordance with Danish law.”
b. Amendment of the Articles of
Association
Proposal: The Board of Directors proposes to add
the following as a new Article 23 to the Company’s Articles of
Association, to ensure adequate awareness about the proposed
indemnification program:
Ҥ23On 14 March 2024, the general meeting
adopted an indemnification program under which the Company shall
indemnify previous, current, and future members of the Board of
Directors from and against any losses incurred by such members
arising out of any claims raised by one or more third parties
(other than DSV group companies) based on such members’ discharge
of their duties as members of the Board of Directors. Excluded from
indemnification under the program are any losses relating to
liability incurred by a member of the Board of Directors arising
out of such member’s fraud, sanctioned offences under applicable
criminal law, improper acts, and omissions (in Danish: “utilbørlige
dispositioner”), willful misconduct or, to the extent not covered
under the Company’s directors’ and officers’ liability insurance
applicable from time to time, gross negligence. Indemnification
under the program shall be secondary to coverage from other sources
of indemnification or coverage of liability but is not conditioned
on coverage under the Company’s directors’ and officers’ liability
insurance, as applicable from time to time. The program is subject
to the terms and conditions adopted by the general meeting.”
Re item 8.4 of the
agendaProposal from shareholders:Proposal
received from AkademikerPension and LD Fonde:
Proposal: Shareholders, AkademikerPension and LD
Fonde, propose that the Board of Directors shall continue to
develop their reporting on the company’s efforts to respect human
rights and labour rights as well as its due diligence processes in
accordance with the United Nations Guiding Principles on Business
and Human Rights (UNGPs), and in alignment with the forthcoming
Corporate Sustainability Reporting Directive (CSRD). The disclosed
information shall be updated and published at least once a year at
reasonable cost, omitting proprietary information. The disclosed
information shall be made public before the Annual General Meeting
notice starting in 2025 and may be included in the existing
reporting suite.
Motivation:
- AkademikerPension and LD Fonde
acknowledges the company for the significant improvements in the
reporting in these areas in the past year. AkademikerPension and LD
Fonde furthermore wishes to cooperate with the company on further
improvements in reporting.
- The pressure on companies to
demonstrate respect for human rights is increasing as the link
between long-term value creation and a prudent approach to human
rights risks is becoming more and more established. It is therefore
increasingly important for companies and investors alike that
companies demonstrate that they understand and navigate the
business opportunities and risks related to the corporate duty to
respect human rights and labour rights throughout the entire value
chain. Failure to do so may leave the company vulnerable to
operational disruptions, litigation risk and increased scrutiny by
supervisory authorities as well as reputational risk and loss of
license to operate in eyes of customers, employees, investors, and
business partners.
The Board of Directors supports the proposal.The
Company has a strong commitment within respect for human rights and
within labour rights and has a solid engagement in due diligence
processes related thereto. With effect from the financial year 2023
the Company has already significantly expanded its sustainability
reporting in these areas. The Company intends to continue with
these efforts and reporting in the coming years and welcomes our
shareholders’ support and engagement within this area. This will be
further motivated at the Annual General Meeting.
3 Adoption requirementsThe
following requirements must be satisfied for the proposed
resolutions to be considered adopted:
The resolutions proposed under items 2 through 7, 8.2,8.3.a, and
8.4 can be adopted by a simple majority of votes in favour.
The resolution proposed under items 8.1 and 8.3.b can be adopted
if at least two-thirds of the votes cast as well as at least
two-thirds of the share capital represented at the Annual General
Meeting vote in favour.
4 Amount of share capital and shareholders'
voting rightsPursuant to section 97 of the Danish
Companies Act, notice is hereby given that the Company’s nominal
share capital amounts to DKK 219,000,000 and is divided into
219,000,000 shares of DKK 1 each. Each nominal share amount of DKK
1 entitles the holder to one vote.
5 Attendance and voting at the
Annual General MeetingIn order to
attend and to vote at the Annual General Meeting, the following
conditions apply:
The voting rights of a shareholder are determined by the number
of shares held by the shareholder on the Registration Date. Shares
sold or acquired in the period between the Registration Date and
the date of the Annual General Meeting do not affect the voting
rights.
The Registration Date is: Thursday, 7 March 2024, at 23:59
CET.
The shares held by each of the Company's shareholders are
calculated at the end of the Registration Date at 23:59 CET. The
calculation is made based on the shares registered in the register
of shareholders and shares duly evidenced by notices to the Company
about any purchase of shares not yet registered in the register of
shareholders but received by the Company before the end of the
Registration Date.
Only physical persons and legal entities registered as
shareholders at the Registration Date are entitled to attend and to
vote at the Annual General Meeting, cf. the below regarding
shareholders’ timely request for admission cards.
Attendance in person, admission cards
and registrationIn order to attend the Annual General
Meeting in person, shareholders must request an admission card no
later than Monday, 11 March 2024, at 23:59 CET via DSV’s online
Shareholder Portal, which is accessible via the Company’s website
at https://investor.dsv.com/communication-shareholders.
Admission cards may also be requested on the
website of Computershare A/S, www.computershare.dk no later than
Monday, 11 March 2024, at 23:59 CET, or by contacting Computershare
A/S by telephone on +45 4546 0997 no later than Monday, 11 March
2024 at 15:30 CET.
Admission cards will be distributed via e-mail
to the specified address. Accordingly, please make sure to register
the correct e-mail address. Both a printed version and an
electronic version on smartphone or tablet of the admission card
qualify for admission.Presentation of photo ID also qualifies for
admission to the Annual General Meeting, provided that an admission
card has been requested in due time.
Voting ballots will be handed out upon entry to
the Annual General Meeting.
ProxyShareholders may also
attend the Annual General Meeting by appointing a proxy.
A proxy can be appointed electronically on DSV’s
online Shareholder Portal accessible via the Company's website at
https://investor.dsv.com/communication-shareholders, or the website
of Computershare A/S, www.computershare.dk, no later than Monday,
11 March 2024, at 23:59 CET.
A proxy can also be appointed in writing using
the proxy form, which is available on the Company's website at
http://investor.dsv.com. Signed proxy forms must be sent to
Computershare A/S, Lottenborgvej 26 D, 1. sal, 2800 Kgs. Lyngby,
Denmark, or e-mailed to GF@computershare.dk, and must reach
Computershare A/S no later than Monday, 11 March 2024, at 23:59
CET.
A proxy may be revoked at any time.
Postal votingPostal votes can
be cast electronically on DSV’s online Shareholder Portal
accessible, via the Company's website at
https://investor.dsv.com/communication-shareholders, or at the
website of Computershare A/S, www.computershare.dk, no later than
Wednesday, 13 March 2024, at 14:00 CET. Hard copy signed postal
voting forms must be posted to Computershare A/S, Lottenborgvej 26
D, 1. sal, 2800 Kgs. Lyngby, Denmark, or emailed to
GF@computershare.dk, and must reach Computershare A/S no later than
Wednesday, 13 March 2024, at 14:00 CET.
Once submitted, a postal vote cannot be revoked
or changed.
Comments or questions to the Company’s
managementAll presentations and discussions at the Annual
General Meeting will be conducted in English.
Shareholders who are physically present at the
Annual General Meeting may orally make comments or ask questions to
the Company’s management at the meeting. Further, shareholders may
make comments or ask questions in English to the Company’s
managementin writing by submitting the comment or question in
advance of the Annual General Meeting by e-mail to
investor@dsv.com. All written questions must clearly state the
identity of the applicable shareholder. Questions from shareholders
will – to the extent possible – be answered either in writing prior
to the Annual General Meeting and uploaded on the Company’s website
or presented by the chairman of the Annual General Meeting and
answered verbally during the Annual General Meeting.
Further information about the Annual
General MeetingThe agenda and the full text of the
proposed resolutions are included in this notice.
It will be possible to follow the Annual General
Meeting via live webcast on DSV’s online Shareholder Portal, which
is accessible via the Company’s website at
https://investor.dsv.com/communication-shareholders. It is noted
that there will be no virtual voting option or live chat function
for shareholders during the Annual General Meeting. Per the above
shareholders who are not attending the Annual General Meeting in
person should submit any written questions or comments in advance
of the Annual General Meeting.
Further information on the Annual General
Meeting is available on the Company’s website at
http://investor.dsv.com, including the total number of shares and
voting rights on the date of the notice convening the Annual
General Meeting; this notice; proxy and postal voting forms; and
any other documents to be presented at the Annual General
Meeting.
The custodian bank is Danske Bank, through which
shareholders can exercise their rights.
This convening notice is published on the
Company’s website on http://investor.dsv.com, via Nasdaq Copenhagen
and is forwarded by e-mail (electronic communication) to the
shareholders registered in the Company’s register of shareholders
who have so requested.DSV A/S is a data processor, which means that
DSV A/S is responsible for the appropriate handling of the
shareholders’ personal data in accordance with the applicable
rules. For further information, the Company's privacy policy is
available at
http://www.dsv.com/responsibility/responsibility/Compliance/data-privacy.
Practical questions from
shareholdersShareholders will have an opportunity to ask
practical questions about the agenda and other material relating to
the Annual General Meeting before the meeting by contacting
Veronica Pontoppidan, DSV A/S, Hovedgaden 630, 2640 Hedehusene,
Denmark, Telephone +45 43 20 30 40, in person or in writing, or by
email to investor@dsv.com.
Shareholders wishing to contact the office of
Computershare A/S in person can do so during business hours on
weekdays from 9:00 to 15:30 CET.
8 February 2024
DSV A/S
Thomas Plenborg
Jens
H. LundChairman of the Board of Directors
Group CEO
Background information on candidates for the Board of
Directors
Nominated for re-election
Thomas Plenborg
Chairman of the Board of
Directors
Year of birth: 1967Member of the Board of
Directors since: 2011Nominated for re-election: 2024Skills and
experience:
- Management experience from
directorships and honorary offices
- Strategy and financial
management
- Professor of accounting and
auditing at Copenhagen Business School
Other Board positions:
- Chairman: ECIT AS*
- Board member: Menzies Aviation
Limited
Non-independent Board member*Listed company
Jørgen Møller
Deputy Chairman of the Board of
Directors
Year of birth: 1950Member of the Board of
Directors since: 2015Nominated for re-election: 2024Skills and
experience:
- General international management
experience
- Extensive experience in shipping
and logistics (industry expert)
- CEO of DSV Air & Sea Holding
A/S 2002-2015
Other Board positions: NoneIndependent Board
member.
Marie-Louise Aamund
Member of the Board of
Directors
Year of birth: 1969Member of the Board of
Directors since: 2019Nominated for re-election: 2024Skills and
experience:
- General international management
experience
- International tech leadership
experience from Microsoft, IBM and Google
- Cybersecurity, digital
transformation and sustainability
- Acquisition and divestment of
enterprises
Other Board positions:
- Board member: The Lego Foundation,
KIRKBI A/S, WS Audiology A/S, Matas A/S*
Independent Board member.*Listed company
Beat Walti
Member of the Board of
Directors
Year of birth: 1968Member of the Board of
Directors since: 2019Nominated for re-election: 2024Skills and
experience:
- Professional board and general
management experience
- Dr. jur. and legal experience
serving as attorney-at-law
- Acquisition and divestment of
enterprises
- Attorney and partner in Wenger
Vieli AG
Other Board positions:
- Chairman: Ernst Göhner Foundation,
Rahn AG
- Board member: Siegfried Holding
AG*, Wenger Vieli AG, EGS Beteiligungen Ltd
Independent Board member.*Listed company
Niels Smedegaard
Member of the Board of
Directors
Year of birth: 1962Member of the Board of
Directors since: 2020Nominated for re-election: 2024Skills and
experience:
- General international management
experience
- Extensive experience in shipping,
logistics and the airline industry (industry expert)
- Acquisition and divestment of
enterprises
Other Board positions:
- Chairman: ISS A/S*, , Abacus
Medicine A/S, Bikubenfonden, Falck A/S, Nordic Ferry
Infrastructure
- Board member: UK P&I, TT
Club
Independent Board member.*Listed company
Tarek Sultan Al-Essa
Member of the Board of
Directors
Year of birth: 1964Member of the Board of
Directors since: 2021Nominated for re-election: 2024Skills and
experience:
- Extensive experience in shipping
and logistics
- Acquisition and divestment of
enterprises
- General international management
experience
- Extensive insight in environmental,
social and governance regulation (sustainability expert)
Other Board positions:
- Chairman: Sultan Center Food
Products Company K.S.C*
- Deputy Chairman: Agility Public
Warehousing Company K.S.C.P.*
- Board member: National Real Estate
Company K.P.S.C.*
Independent Board member.*Listed company
Benedikte Leroy
Member of the Board of
Directors
Year of birth: 1970Member of the Board of
Directors since: 2022Nominated for re-election: 2024Skills and
experience:
- International board and general
management experience
- Extensive experience in technology
from international leadership roles in Dell, Symantec, GE and
Apple
- Legal compliance, ethics and
extensive insight in environmental, social and governance
regulation (sustainability expert), latest in Volvo Trucks
- Acquisition and divestment of
enterprises
Other Board positions: NoneIndependent Board
member.
Helle Østergaard
Kristiansen
Member of the Board of
Directors
Year of birth: 1978Member of the Board of
Directors since: 2023Nominated for re-election: 2024Skills and
experience:
- General international management
experience
- Extensive experience in finance,
renewable energy, and sustainability (sustainability expert)
- Corporate strategy, operation and
resource advisory
Other Board positions:
- Board member: Systematic A/S
- CEO: Danske Comodities A/S
Independent Board member.*Listed company
- 1090 - Announcement (08.02.2024) - Notice of Annual General
Meeting 2024
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