The Annual General Meeting of Grundfos Holding A/S, company registration number (CVR) 31 85 83 56, will be held on 28 February 2025 at 2:00 pm CET at:
The Grundfos Centre
Event Hall
Poul Due Jensens Vej 23
8850 Bjerringbro, Denmark
and electronically via
The Board of Directors has in accordance with the Articles of Association decided that the Annual General Meeting of Grundfos Holding A/S will be held as a partially electronic General Meeting. This implies that the shareholders, instead of attending the General Meeting in person, may participate and exercise their shareholders’ rights at the General Meeting electronically.
The agenda for the Annual General Meeting will be as follows:
1. Election of Chairman of the meeting
The Board of Directors proposes that Andreas Ilum is elected as Chairman of the meeting.
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 the financial year 2024 for Grundfos Holding A/S is approved.
The Board of Directors refers to the Annual Report for the financial year 2024 for Grundfos Holding A/S, which provides the annual result of Grundfos Holding A/S, the Grundfos Group and including the affiliated companies.
4. Granting of discharge to the Board of Directors and the Executive Board
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 the financial year 2024 for Grundfos Holding A/S.
5. Decision on the distribution of net profits
The Board of Directors proposes that the distribution of net profits is made in accordance with the Annual Report for the financial year 2024 for Grundfos Holding A/S.
6. Election of the Board of Directors, including appointment of Chairman and Deputy Chairman and determination of the remuneration of the Board of Directors
According to the Articles of Association, the members of the Board of Directors elected by the general meeting shall be discharged at the annual general meeting each year with the possibility of being re-elected.
a) The Board of Directors proposes that five members of the Board of Directors will be elected.
b) The Board of Directors proposes that Claus Aagaard, Carsten J. Reinhardt, Henrik Ehlers Wulff, Jacoba Theresia Maria van der Meijs and Karin Annika Ölme, are re-elected to the Board of Directors for a new term of office until the next Annual General Meeting.
c) According to the Articles of Association, the General Meeting shall elect a Chairman and a Deputy Chairman among the members of the Board of Directors.
The Board of Directors proposes that Claus Aagaard is elected as Chairman of the Board of Directors and that Carsten J. Reinhardt is re-elected as Deputy Chairman of the Board of Directors.
d) The Board of Directors proposes that the Board of Directors are mandated to increase the remuneration of the members of the Board of Directors in accordance with the merit increase practice for Danish based employees.
The Board of Directors proposes that the members of the committees appointed by the Board of Directors of Grundfos Holding A/S be remunerated in accordance with the usual practice.
The Board of Directors proposes that the members of the Board of Directors of Grundfos Holding A/S have the right to participate in the Grundfos Share Program 2025.
7. Election of auditor
According to the Articles of Association, the auditor shall be elected at the Annual General Meeting for one year at the time.
The Board of Directors proposes that EY Godkendt Revisionspartnerselskab, Company Registration Number (CVR) 30700228, c/o Postboks 250, Dirch Passers Allé 36, 2000 Frederiksberg, Denmark, is elected as statutory company auditors for the financial year 2024.
8. Election of sustainability auditor
In accordance with the newly implemented Corporate Sustainability Reporting Directive (CSRD), a sustainability auditor must be formally elected at the annual general meeting.
The Board of Directors proposes that EY Godkendt Revisionspartnerselskab, Company Registration Number (CVR) 30700228, c/o Postboks 250, Dirch Passers Allé 36, 2000 Frederiksberg, Denmark, is elected as statutory company sustainability auditors for the financial year 2024.
9. Authorization of the Board of Directors to acquire the company's own shares
The Board of Directors proposes that the Board of Directors is authorized over the next 5 years to allow the company to acquire, in addition to and accumulative with previous authorizations granted, up to 700,000 of its own shares of nominal value of DKK 10 for each share at the price in force at the time of the acquisition, as 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 2025 and Long-Term Incentive Program (“LTI”). The authorization is on top of and accumulative with the previous authorizations granted, to the extent that these have not expired.
10. The Board of Directors, their work and Corporate Governance
11. Shareholder proposals
11a. Change of Articles of Associations
The Poul Due Jensen Foundation proposes as shareholder to adjust the calculation method for the valuation of shares in Grundfos Holding A/S by amending Appendix A of the Articles of Associations of Grundfos Holding A/S.
The proposed amended Appendix A of the Articles of Associations is attached to this notice.
11b. External review
Shareholder Niels Henrik Boldvig has made the following proposal:
“The Board of Directors of Grundfos Holding A/S is recommended to initiate and publish an external review, conducted by a recognized consulting firm with relevant expertise. The analysis should focus on identifying the current conditions in Grundfos' top management that contribute most to the observed decline in growth in recent years; from an average of around 10% in the period 2004-2013 to now around 3% in the period 2014-2023.
The external review should focus on uncovering and documenting the internal causes of this growth decline and should be benchmarked against growth 'best-in-class' companies in Denmark and internationally. The result should be made available to the shareholder before 30/6/25.”
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Shareholders who wish to attend the Annual General Meeting, in person or electronically, must confirm their attendance.
For attendance (whether electronically or physically), the shareholders can log into the Grundfos Holding A/S Shareholder Portal here and complete the attendance form in “My tasks” to the left of the screen. Alternatively, an attendance form should be requested from the Legal Department at legal@grundfos.com.
Electronic attendance in the general meeting takes place through the webpage www.meetnow.global using a computer, tablet, or smartphone. After login, it is possible to follow a live webcast of the general meeting as well as ask questions or cast a vote in real-time. A link to a guide for participation can be found here.
For practical reasons, the attendance form shall be completed no later than 25 February 2025.
Any shareholder attending the Annual General Meeting shall pay their own costs related to transport and accommodation related to the physical participation at the Annual General Meeting. No cost will be reimbursed by Grundfos.
For participation, each shareholder is responsible for ensuring that the shareholder has a computer, tablet, or smartphone with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the General Meeting.
Copy of the audited Annual Report for the financial year 2024 for Grundfos Holding A/S, the agenda of meeting 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 on the company’s homepage www.grundfos.com.
On behalf of the Board of Directors of Grundfos Holding A/S
Jens Winther Moberg
Chairman of the Board of Directors