Notice of Annual General Meeting of Grundfos Holding A/S

04/03/2019

The Annual General Meeting of Grundfos Holding A/S, company registration number (CVR) 31 85 83 56, will be held on April 26, 2019, 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.     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 proposal and the draft Articles of Association presented with the notice.
 
3.     Report on the company’s activities during the past year
 
4.     Approval of the Annual Report 
The Board of Directors proposes that the Annual Report for the financial year 2018 for Grundfos Holding A/S is approved.
 
The Board of Directors refers to the Annual Report for the financial year 2018 for Grundfos Holding A/S, which provides the annual result of Grundfos Holding A/S, the Grundfos Group including the affiliated companies.

5.     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 2018 for Grundfos Holding A/S.

6.     Decision on the distribution of net profits

Retained earnings brought forward from 2017 DKK    9,392,000,000
Profit for the year 2018 DKK    1,758,000,000
Reserve for development projects DKK           4,000,000
Reserve for equity method DKK      -905,000,000
Equity adjustments DKK         45,000,000
At disposal DKK  10,294,000,000
     
The Board of Directors proposes to:    
Pay out as dividend DKK       875,000,000
Carry forward as retained earnings DKK    9,419,000,000
Total  DKK  10,294,000,000

 

7.     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, certain members of the Board of Directors of the company are elected at the Annual General Meeting for one year at the time, with the possibility of being re-elected. 

According to the Articles of Association, the Board of Directors proposes that the numbers of the members of the Board of Directors elected by the General Meeting is reduced from six members to five members.
 
b) The Board of Directors proposes that Jens Winther Moberg, Natalie Knight, 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.

Furthermore, the Board of Directors proposes that Anders J. Vedel be elected to the Board of Directors for a term of office ending with 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 Jens Winther Moberg is re-elected as Chairman of the Board of Directors and that Carsten J. Reinhardt is elected as Deputy Chairman of the Board of Directors.
 
d) The Board of Directors proposes that the remuneration of the members of the Board of Directors for the financial year 2019 is increased by 2.7 % compared to the remuneration for 2018.
 
The Board of Directors has established an M&A Committee. The Board of Directors proposes that the members of the M&A Committee be remunerated at the same level as the Audit Committee and Technology Committee.
 
The Board of Directors proposes that the chairman of all committees appointed by
the Board of Directors be remunerated with a remuneration equal to twice the remuneration of the other committee members.
 
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 2019.

8.     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 financial year 2019.

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 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 2019 and Long Term Incentive Program (“LTI”). The authorization is following the previous authorizations granted from 2015 to 2018.

 

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Shareholders that wish to attend the Annual General Meeting, must confirm attendance by requesting an attendance form from the Legal Department, Corporate Affairs, at legal@grundfos.com. For practical reasons, the attendance form 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 April 18, 2019.

Any shareholder attending the Annual General Meeting shall pay their own 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 the financial year 2018 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

 

Notice of Annual General Meeting including complete proposal and appendix

Annual Report 2018