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Any other business. Complete proposals Re agenda item 2:The Board proposes that the audited Annual Report be approved by the Meeting. Re agenda item 3: The Board presents the Remuneration Report for an advisory vote. Re agenda item 4:The Board proposes that the remuneration of the Board for be approved by the Meeting:A fixed base fee of DKK , unchanged from The fee multipliers applicable to the Chair and deputy Chair as well as members and chairs of the board committees are reflected in the Remuneration Policy.
Members of the Board receive a fixed travel allowance when participating in any Company related meeting outside their country of residence: Within a continent: DKK 30,,Overseas: DKK 60, Re agenda item 5:The Board proposes that no ordinary dividend be paid on the profit for the year available for distribution according to the Annual Report. Re agenda item 6:The Board currently consists of the following 8 board members elected by the shareholders: NameUp for re-election?
Peter A. The Company aims at composing the Board to consist of individuals who possess the professional skills and international experience required to serve as a member of the Board. A detailed description of each of the candidates for the Board and information on their managerial posts is attached hereto as Appendix 1. The description is also available on the Company's website www. In the audit tender the Audit Committee has emphasized criteria, such as global presence and corporation model with local auditors, fee level, audit strategy and plan for the Company, audit quality assurance and independence processes, team skillset and structure, technology maturity, audit transition planning, and client satisfaction surveys as the most notable.
The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the Meeting to the election of certain auditors or audit firms. Re agenda item 9:The Board has submitted the following proposals: 9. Re agenda item 9. The share capital increase may take place on one or more occasions against payment in cash at a subscription price which may be lower than the market price of the shares. Taking into account the time at which subscription for shares takes place, the Board of Directors determines the extent to which the new shares carry dividend for the year of subscription.
Otherwise, the new shares carry dividend as from the first accounting year following the year of subscription for shares. The shares are subject to the same provisions regarding pre-emption rights as those applying to existing shares and rank pari passu with existing shares with respect to rights, redemption and negotiability.
The share capital increase may take place on one or more occasions against payment in cash or contribution in kind at a subscription price which may not be lower than the market price of the shares. Taking into account the time at which subscription for shares or exercise of convertible loans takes place, the Board of Directors determines the extent to which the new shares carry dividend for the year of subscription or for the year when conversion takes place.
Otherwise, the new shares carry dividend as from the first accounting year following the year of subscription for shares or exercise of convertible loans. In light of this experience and mindful of its fiduciary duties in the broadest sense of the term, the Board is seeking as much flexibility as possible in terms of planning and convening general meetings.
Specifically, the Board wishes to be able to conduct these meetings in compliance with possible future restrictions and recommendations as regards social gatherings, while balancing the need to provide a healthy and safe environment towards accommodating the shareholders with the ability to fully exercise their rights as capital owners. Further, the Board is looking to expand the opportunity to engage with all shareholders and particularly provide international shareholders the opportunity to virtually attend the general meetings and fully exercise their rights as capital owners, where they would otherwise today be limited and referred to proxy voting only.
On that basis it is proposed to grant an authorisation to the Board to decide that general meetings may be conducted by electronic means virtually. The proposal does not interfere with or limit any rights for any shareholder to participate in and exercise full rights as capital owners at general meetings and all electronic virtual general meetings will be conducted in accordance with applicable legislation. Provided the proposal is adopted the current article 7.
The Board of Directors may decide that general meetings are held as a fully electronic general meeting in accordance with applicable legislation. Participation in an electronic general meeting shall take place via telephone, video conference, the internet or another media with similar functionalities. The proposed new Remuneration Policy, including an appendix summarizing the most significant changes, is enclosed to this notice.
All other proposals may be passed by a simple majority of votes. For agenda item 3 there will be an advisory vote only. The date of registration is Thursday 4 March The shares held by each shareholder are determined at p.
CET at the date of registration on the basis of the shareholdings registered in the share register and in accordance with any notices on shareholdings received by the Company but not yet registered in the share register. Notice of attendance The Company must be duly notified of attendance to the Meeting. Shareholders may notify their attendance and nominate proxies electronically through the Investor Portal on www. Lyngby, Denmark, by scan-to-email to agm computershare.
A shareholder, its proxy or advisor wishing to attend the Meeting must notify the Company about the attendance no later than on Friday 5 March p. The shareholder will receive a confirmation of the request to participate in the Meeting, which can be accessed via a smartphone app iOS or Android or desktop device with a web browser.
The app or the website provides the shareholder the opportunity to follow the Meeting as well as raise questions in writing and cast votes during the Meeting. Links for download of app, link to website and minimum requirements to systems will be shared with shareholders who have confirmed their participation.
Each shareholder is responsible for ensuring that the shareholder has a mobile phone with the app downloaded on it or a desktop device with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the Meeting.
As voting and communication at the Meeting is conducted electronically, delays on the electronic lines may occur, which may last for several minutes. Electronic proxy forms or electronic postal votes may be submitted through the Investor Portal on the Company's website www.
Physical proxy forms or physical postal votes may be submitted by using the Proxy and Postal Voting Form which can be printed from the Company's website www. Lyngby, Denmark, by email to agm computershare. CET noon. Shareholders who have submitted a proxy or postal vote ahead of the Meeting may still attend the Meeting and submit questions during the Meeting but will not be able to vote in any ballot. The Company has appointed Nordea Danmark, Filial af Nordea Bank Abp, Finland as account-holding bank through which shareholders may exercise their financial rights.
Questions from shareholders can be asked in both Danish and English and will be answered in English. Shareholders are kindly encouraged to submit questions and comments in advance of the Meeting. No later than 3 weeks before the Meeting, the following information will be made available on the Company's website www.
The total number of shares and voting rights at the date of the notice convening the Meeting. Any documents to be submitted to the Meeting, including the agenda and the complete proposals. The forms and information to be used for attendance to the virtual Meeting, voting by proxy and postal voting. The Meeting is held in English. Ruzicka was born in and holds a Norwegian citizenship.
Ruzicka has been a member of the Board since December and is also the chair of the Board, chair of the Remuneration Committee and member of the Nomination Committee. Ruzicka is regarded as an independent board member. The special skills possessed by Peter A. Furthermore, he contributes with experience from other board positions and with insight in capital markets. Ruzicka has profound experience with top-level management and has for the past 5 years and until May held the position as president and CEO of Orkla ASA.
Christian Frigast was born in and holds a Danish citizenship. Christian Frigast has been a member of the Board since August and is also deputy chair of the Board, chair of the Nomination Committee and member of the Remuneration Committee. Christian Frigast is regarded as an independent board member. Isabelle Parize was born in and holds a French citizenship. Isabelle Parize has been a member of the Board since March and is also member of the Audit Committee.
Isabelle Parize is regarded as an independent board member. In addition, she brings extensive experience from her board positions in several listed and privately held international companies. She is furthermore member of the board of Coty Inc. Catherine Spindler was born in and holds a French citizenship. Catherine Spindler has been a member of the Board since March Catherine Spindler is regarded as an independent board member. Marianne Kirkegaard was born in and holds a Danish citizenship.
Marianne Kirkegaard has been a member of the Board since March and is also member of the Nomination Committee. Marianne Kirkegaard is regarded as an independent board member. If elected he will be regarded as an independent board member. Jan Zijderveld was born in and holds a Dutch citizenship. He brings extensive experience from previous positions within the Unilever group over a 30 year period, concluding his executive career as CEO of Avon in He is a board member in Startupbootcamp and serves as Senior Advisor to a number of private equity firms.
Pandora jewellery is sold in more than countries on six continents through 7, points of sale, including around 2, concept stores. The company plans to be carbon neutral by and has joined the Science Based Targets initiative to reduce emissions across its full value chain. FORM 8. CFDNature of dealinge. Number of securities to which option relatesExercise price per unitTypee. American, European etc. Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1 b , copy table 2 a , b , c or d as appropriate for each additional class of relevant security dealt in.
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