Notice of Annual General Meeting of Grundfos Holding A/S

The Annual General Meeting of Grundfos Holding A/S, company registration number (CVR) 31 85 83 56, will be held on April 20th, 2018, at 14:30 CET at:

The Poul Due Jensen Academy
Conference Hall
Poul Due Jensens Vej 21
8850 Bjerringbro, Denmark.

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 F. Brandt 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 2017 for Grundfos Holding A/S is approved.

The Board of Directors refers to the Annual Report for 2017 for Grundfos Holding A/S, which provides the annual result of Grundfos Holding A/S, the Grundfos Group and 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 2017 for Grundfos Holding A/S.

5. Decision on the distribution of net profit

Retained earnings brought forward from 2016:	DKK 9,053,000,000
Profit for the year 2017	DKK 1,758,000,000
Reserve for development projects	DKK -13,000,000
Reserve for equity method	DKK -416,000,000
Equity adjustments	DKK -115,000,000
At disposal	DKK 10,267,000,000
The Board of Directors proposes to:
Pay out as dividend	DKK 875,000,000
Carry forward as retained earnings	DKK 9,392,000,000
Total	DKK 10,267,000,000

6. Election of the Board of Directors, including appointment of Chairman and Deputy Chairman and determination of the remuneration of the Board of Directors
a) According to the Articles of Association, Jens Winther Moberg, Bo Risberg, Ingelise Bogason, Jens Maaløe and Carsten J. Reinhardt are elected at the Annual General Meeting for one year at the time, with the possibility of being re-elected.

The Board of Directors proposes that Jens Winther Moberg, Bo Risberg, Ingelise Bogason, Jens Maaløe and Carsten J. Reinhardt are re-elected to the Board of Directors for a new term of office until the next Annual General Meeting.

According to the Articles of Association, Niels Erik Olsen is not standing for election as member of the Board of Directors until the Annual General Meeting in 2021 as he is elected for a term of four years.

b) According to the Articles of Association, the general meeting shall elect a Chairman and a Deputy Chair-man from among the members of the Board of Directors.

The Board of Directors proposes that Jens Winther Moberg is re-elected as Chairman of the Board of Directors and that Bo Risberg is re-elected as Deputy Chairman of the Board of Directors.

c) The Board of Directors proposes that the remuneration of the members of the Board of Directors for the financial year 2018 is increased by 2 % compared to the remuneration for 2017.

Furthermore, 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 2018.

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 Deloitte Statsautoriseret Revisionspartnerselskab is re-elected as statutory company auditors for the 2018.

8. 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 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 2018, Long Term Incentive Program (“LTI”) and incentives to senior executives. The authorization is following the authorization given on the Annual General Meeting 2017 to acquire up to 700,000 of its own shares, 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.

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Shareholders that wish to attend the Annual General Meeting, must confirm attendance by requesting an application form from the Legal Department, Corporate Affairs, at legal@grundfos.com. For practical reasons, the application shall be submitted to the Legal Department, Corporate Affairs, Grundfos Holding A/S, Poul Due Jensens Vej 7, 8850 Bjerringbro, att. Teodora Anda Grosu, or at legal@grundfos.com, no later than 12th April 2018.

Any shareholder attending the Annual General Meeting shall pay all costs related to transport and accommodation related to the participation at the Annual General Meeting. No cost will be reimbursed by Grundfos.

Copy of the audited Annual Report for 2017 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

Please find the draft of the annual report 2017 here

Please find the original Notice of Annual General Meeting 2018 here