Notice of Annual General Meeting of Grundfos Holding A/S
The Annual General Meeting of Grundfos Holding A/S will be held on 28th April 2017, at 14:30 CET at:
The Grundfos Centre
Poul Due Jensens Vej 23
8850 Bjerringbro, Denmark
The agenda for the Annual General Meeting will be as follows:
1a. Election of chairman of the meeting
The Board of Directors proposes that General Counsel Andreas F. Brandt is elected as Chairman of the meeting.
1b. Amendment of the Articles of Association of the company
The Board of Directors proposes to amend the Articles of Association of the company in accordance with the complete proposals and the draft Articles of Association attached to this notice as Appendix 1a. The amendments of the Articles of Association are primarily focused on updating of the Articles taking into account the adjustment to the Danish corporate legislation and cleaning up certain technical issues. For a full overview of all changes please refer to the Appendix 1b.
2. Report on the company’s activities during the past year
3. Approval of the Annual Report
The Board of Directors proposes that the Annual Report for 2016 be approved.
The Board of Directors refers to the Grundfos Group Annual Report for 2016, which provides a complete view of the consolidated performance and results of the entire Grundfos Group.
4. Granting of discharge to the Board of Directors and the Executive Board of the company
The Board of Directors proposes that the members of the Board of Directors and the members of the Executive Board are discharged from liability with respect to the Annual Report for 2016.
5. Decision on the distribution of net profit
|Retained earnings brought forward from 2015||DKK||8,592,622,000|
|Profit for the year 2016||DKK||1,680,104,000|
|Reserve for development projects||DKK||-56,319,000|
|Reserve for equity method||DKK||-365,486,000|
The Board of Directors proposes to
|Pay out as dividend||DKK||825,000,000|
|Carry forward as retained earnings||DKK||9,053,428,000|
6. Election of the Board of Directors and Chairman of the Board of Directors and determination of the remuneration of the Board of Directors
The Board of Directors proposes that Jens Winther Moberg, Bo Risberg, Ingelise Bogason, Jens Maaløe and Carsten J. Reinhardt be re-elected to the Board of Directors for a new term of office ending with the next Annual General Meeting.
The Foundation appointed, in accordance with Article 10.4 in the Charter of the Foundation, Niels Erik Olsen as member of the Board of Directors. Niels Erik Olsen will, according to the new Article 12.3 of the Articles of Association (if the decision will be taken as recommended), be elected for a term of four years with termination on the annual general meeting 2021.
The Board of Directors proposes that Jens Winther Moberg is re-elected as Chairman of the Board of Directors and Bo Risberg is re-elected as Deputy Chairman of the Board of Directors.
The Board of Directors proposes that the remuneration of the members of the Board of Directors for the finan-cial year 2017 is increased by 2 % compared to 2016.
The members of the Board of Directors have the right to participate to the Grundfos Share Program 2017.
7. Election of auditor
The Board of Directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab will be re-elected as statutory Company auditors for the 2017.
8. Authorization of the Board of Directors to acquire the Company's own shares
The Board of Directors proposes that the Board of Directors be authorized over the next 5 years to have the company acquire up to 700,000 of its own shares of nominal value of DKK 10 for each share and at a price, which at the time of the acquisition most recently has been determined in accordance with annex A of the Articles of Association of the company. The authorization shall be used for the Grundfos Employee Share Program 2017, Long Term Incentive Program (“LTI”) and incentives to senior executives. The authorization is on the top of the authorization given on the Annual General Meeting 2016 to acquire up to 650,000 of its own shares and on the Annual General Meeting 2015 to acquire up to 248,000 of its own shares.
If you - as shareholder - want to attend the Annual Shareholders Meeting you can request an application form by contacting Grundfos Legal Affairs at firstname.lastname@example.org. For practical reasons, the application shall be submitted to Grundfos Legal Affairs, Grundfos Holding A/S, Poul Due Jensens Vej 7, 8850 Bjerringbro, att: Andreas F. Brandt or at email@example.com, no later than 20th April 2017.
Please be aware that you will have to pay all costs related to transport and accommodation related to the participation at the Annual Shareholders Meeting. No cost will be reimbursed by Grundfos.
Copy of the audited Annual Report for 2016 and the complete proposals are available for inspection at Grundfos Holding A/S’ registered office at Poul Due Jensens Vej 7, 8850 Bjerringbro, Denmark, and can also be requested from Grundfos Legal Department on firstname.lastname@example.org.
Please be aware that the figures in the Annual Report for 2016 are referring to Grundfos Holding A/S and, as such, not the consolidated result(s) of the Grundfos Group. These results can only be derived from the Group Annual Report. The Group Annual Report will be presented at a Local Shareholders Information Meeting.
On behalf of the Board of Directors of Grundfos Holding A/S
Jens Winther Moberg
Chairman of the Board of Directors
The notice of the Annual General Meeting
The Complete Proposals
Compare between the new Articles of Association and the current Articles of Association dated 29 April 2016