The Annual General Meeting (the “Meeting”) of
Thursday,
The Meeting will be held at
with the following agenda:
- The Board of Directors' (the “Board”) report on the Company's activities during the past financial year.
- Adoption of the audited Annual Report 2023.
- Presentation of the Remuneration Report 2023.
- Adoption of proposal on the Board’s remuneration for 2024.
- Proposed distribution of profit as recorded in the adopted Annual Report 2023, including the proposed amount of dividend to be distributed or proposal to cover any loss.
- Election of members to the Board.
- Election of auditor for the Annual Report 2024 and the Sustainability Report 2024.
- Resolution on the discharge from liability of the Board and the Executive Management.
- Any proposal by the Board and/or shareholders.
The Board submits the following proposals:
9.1 Reduction of the Company's share capital by cancellation of treasury shares.
9.2 Approval of amendments to the Indemnification scheme for the Board and consequential changes to section 7 of the Remuneration Policy.
9.3 Approval of the Remuneration Policy, including
A. Specification of the derogation clause in section 1 of the Remuneration Policy.
B. Amendment of the terms for the maximum opportunity in the short-term incentive plan for Executive Management in section 4 of the Remuneration Policy
C. Amendment of the method of calculating the travel allowance for members of the Board.
9.4 Authorisation to the Board to let the Company buy back own shares.
9.5 Authorisation to the chair of the Meeting.
10. Any other business.
Complete proposals
Re agenda item 2:
The Board proposes that the audited Annual Report 2023 be approved by the Meeting.
Re agenda item 3:
Presentation of the Remuneration Report 2023 for an advisory vote.
Re agenda item 4:
The Board proposes that the remuneration of the
- A fixed base fee of
DKK 570,000 (changed from 550,000 in 2023). - The chair of the Board receives 3 times the fixed base fee, whereas the deputy chair receives 1.5 times the fixed base fee (unchanged from 2022).
- The chair and members of the Audit Committee receive 0.8 and 0.4 times the fixed base fee, respectively (unchanged from 2022).
- The chair and members of the
Nomination and Remuneration Committee receive 0.5 and 0.25 times the fixed base fee, respectively (unchanged from 2022).
Further, the Board proposes that the method of calculating the travel allowance is changed to reflect a percentage of the fixed base fee instead of a fixed amount when members of the Board participate in any Company related meetings outside their country of residence:
- Continental travel: 6 % of the fixed base fee equal to
DKK 34,200 (changed from DKK 33,000 in 2023) - Intercontinental travel: 12 % of the fixed base fee equal to
DKK 68,400 (changed fromDKK 66,000 in 2023).
Re agenda item 5:
The Board proposes that a dividend of
Re agenda item 6:
The Board consists of the following 7 board members elected by the shareholders:
Up for re-election? | |
Yes | |
Yes | |
Yes | |
Yes | |
Yes | |
Yes | |
Yes |
The Board proposes that all members of the Board are re-elected.
The composition of the Company’s Board reflects the skills, experience and diversity which are deemed required to manage a publicly listed company. The Board 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.pandoragroup.com.
Re agenda item 7:
The Board proposes re-election of EY Revisionspartnerselskab and that EY Revisionspartnerselskab's tasks include providing a statement on the sustainability reporting in the management report in the annual report, all in accordance with the Audit Committee's recommendation. 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 8:
The Board proposes that the Meeting discharges the Board and Executive Management from liability.
Re agenda item 9:
The Board submits the following proposals:
9.1 Reduction of the Company's share capital by cancellation of treasury shares.
9.2 Approval of amendments to the Indemnification scheme for the Board and consequential changes to section 7 of the Remuneration Policy.
9.3 Approval of the Remuneration Policy, including
A. Specification of the derogation clause in section 1 of the Remuneration Policy.
B. Amendment of the terms for the maximum opportunity in the short-term incentive plan for Executive Management in section 4 of the Remuneration Policy.
C. Amendment of the method of calculating the travel allowance for members of the Board.
9.4 Authorisation to the Board to let the Company buy back own shares.
9.5 Authorisation to the chair of the Meeting.
Re agenda item 9.1
On
The share buyback programme covered the period from
Based hereon, the Board proposes that the Company's share capital be reduced by a nominal amount of
Following the capital reduction, the Company's nominal share capital will be
As a result of the share capital reduction, it is proposed that article 4.1 of the Articles of Association is amended to read as follows after expiry of the time period prescribed in section 192 of the Danish Companies Act:
"The Company's share capital is nominally
Before the implementation of the capital reduction, the Company's creditors will be requested, through the
Re agenda item 9.2
To be able to attract and retain qualified members of the Board and the Executive Management, the Company has taken out a directors’ and officers’ liability insurance (D&O insurance). However, to cater for situations where the D&O insurance does not provide any or only insufficient coverage, the Company has, like several other Danish publicly listed companies, implemented an indemnification scheme for its board members and members of its executive management. Under this indemnification scheme the Company offers, under certain conditions and with certain limitations, to indemnify its board members and members of its executive management for any personal financial liability arising from the discharge of their duties and services as members of the board or the executive management. The current indemnification scheme was established following an amendment to the Company’s Remuneration Policy, approved at the Annual General Meeting held on
In
On that basis, the Board proposes to amend the wording of the paragraph “Directors’ and officers’ liability in section 7 of the Remuneration Policy to read as follows:
“To be able to attract and retain qualified members of the Board it is the Company’s policy to take out customary directors’ and officers’ liability insurance (D&O insurance). The Company may also, to the furthest extent permitted by law, and subject to certain and specific financial limitations, indemnify members of the Board from and against any liability and loss, arising out of any claims raised by any third party (except for the Company or a company within the Company's group), that a member of the Board personally incurs in the discharge of their duties and services. Notwithstanding anything to the contrary otherwise stipulated in this Remuneration Policy, any indemnification paid by the Company shall cover any applicable personal taxes owed by any member of the Board having benefitted from the indemnification. The indemnification shall be for the sole benefit of members of the Board and no third party shall be entitled to rely on or derive any benefits therefrom. Any indemnification will be secondary to but not conditioned on coverage under any D&O insurance taken out by the Company and will not include claims raised due to a member of the Board’s fraud, criminal offences, willful misconduct or gross negligence. Furthermore, any indemnification undertaking by the Company shall be limited to a specific period counted from the time of departure as member of the Board. Subject to the terms and conditions set out in this paragraph, the Board is authorised to determine the detailed terms of any indemnification scheme, including coverage, and to manage and administer the indemnification scheme, and to take any decisions under the scheme in respect of any claims. Likewise, the Board has the authority to determine the detailed terms of any indemnification scheme with the Executive Management.”
Re agenda item 9.3
The Board proposes that the Remuneration Policy as a whole is adopted. The proposed Remuneration Policy, including an appendix summarizing the most significant changes, is enclosed to this notice and explained in more detail below.
Re agenda item 9.3.A
In order to provide more clarity and transparency on the derogation possibility in the Remuneration Policy, the Board proposes to specify the derogation clause in section 1 of the Remuneration Policy so that it is explicitly stated which parts of the Remuneration Policy the Board in exceptional circumstances can derogate from.
On that basis, the Board proposes to amend the wording of the paragraph “Derogation from this Remuneration Policy” in section 1 of the Remuneration Policy to read as follows:
"The Board of Directors may, in exceptional circumstances, decide to deviate from the specific requirements of the Remuneration Policy, where it assesses that such derogation is necessary to support the long-term interests of the Company, including in order to attract or retain Executive Management. The process for deviating from the Remuneration Policy is that the Remuneration Committee will evaluate and submit a recommendation for the Board of Directors’ consideration and approval, if deemed appropriate in order to meet the overall objectives of the Remuneration Policy. Derogations can only be made in relation to Executive Management, and the elements that may be derogated from include changes to the relative proportion of the remuneration elements (annual base salary, STIP and LTIP), terms for LTIP (including instrument), exit terms (for STIP and LTIP) and notice period. Any derogation is subject to disclosure in the Remuneration Report for the financial year to which the derogation applies."
Re agenda item 9.3.B
The terms of the Short-Term Incentive Plan ("STIP") for Executive Management under the Remuneration Policy currently allows for a maximum STIP payout to Executive Management of 100% of the Fixed Annual Base Salary when reaching maximum performance under STIP.
In order to ensure competitiveness of the Company's remuneration to Executive Management in a global context and in order to allow for alignment of incentives between Executive Management and the Executive Leadership Team, the Board proposes to increase the maximum STIP payout to Executive Management from 100% to 160% of the Fixed Annual base Salary when reaching maximum performance under STIP. Please see further elaboration in the appendix to the Remuneration Policy.
Re agenda item 9.3.C
To ensure that the Company’s remuneration is in line with general market practice, the Board proposes that the method of calculating the travel allowance is changed to reflect a percentage of the fixed base fee instead of a fixed amount when members of the Board participate in any Company related meetings outside their country of residence.
On that basis the Board proposes that the travel allowance for continental travel is 6% of the fixed annual base fee and the travel allowance for intercontinental travel is 12% of the fixed annual base fee. Please see description in the appendix to the Remuneration Policy.
Re agenda item 9.4
The Board proposes that the Meeting authorises the Board to, in the period until
Re agenda item 9.5
The Board proposes that the chair of the Meeting is authorised to make such amendments and additions to the resolutions passed by the Meeting, including to the Articles of Association and to file the application for registration with the
VOTING REQUIREMENTS
The resolution under agenda item 9.1 proposed by the Board requires the affirmative votes of at least two-thirds of the votes cast and of the share capital represented at the Meeting. All other proposals may be passed by a simple majority of votes. For agenda item 3 there will be an advisory vote only.
DATE OF REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE
Date of registration, right to attend and right to vote
A shareholder's right to attend the Meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration.
The date of registration is Thursday,
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, or by completing and submitting the notification form, which is available on the Company's website www.pandoragroup.com, to Computershare A/S, Lottenborgvej 26 D, DK-2800 Kgs. Lyngby,
A shareholder, its proxy or advisor wishing to attend the Meeting and to receive an admission card must notify the Company about the attendance no later than on Friday,
Admission cards will be sent electronically via e-mail to the e-mail address listed in the Company’s Investor Portal at registration. The admission card must be brought along to the Meeting either electronically on a smart phone/tablet or in print.
Please note that admission cards will be sent out automatically via e-mail immediately after notification of attendance through the Investor Portal.
Shareholders whose attendance has been notified on time, but without providing an e-mail address may collect the admission card at the entrance to the Meeting upon presentation of valid ID.
Voting cards are distributed at the entrance to the Meeting.
The Meeting will also be webcasted on a watch-only basis in Danish and English on the Company’s website www.pandoragroup.com which is publicly accessible and requires no admission card. The webcast will also be available on the Company’s website for a limited time after the Meeting.
Proxy/postal vote
Shareholders prevented from attending the Meeting or shareholders who wish to submit their votes in advance of the Meeting may either vote by proxy by authorising the Board or a named third party as proxy representative or by postal voting.
- Electronic proxy forms or electronic postal votes may be submitted through the Investor Portal on the Company's website by using MitID or username and password.
- 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.pandoragroup.com. The duly completed, dated and signed form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby,
Denmark , by e-mail to agm@computershare.dk.
Proxy forms/postal votes may be submitted for shares held at the date of registration as determined on the basis of the Company's share register as well as any information on shareholdings received by the Company, but not yet registered in the share register.
Proxy forms (electronic or physical) must be received by Computershare A/S no later than on Friday,
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.
SHARE CAPITAL, VOTING RIGHTS AND CUSTODIAN BANK The Company's share capital is
The Company has appointed
QUESTIONS
At the Meeting, the Board and Executive Management will answer questions from the shareholders on matters of relevance to the assessment of the Annual Report 2023, the Company’s position, and other questions to be addressed at the Meeting. Questions may also be submitted prior to the Meeting by completing a form on the Company’s website which can be found here until Wednesday,
Shareholders are kindly encouraged to submit questions and comments in advance of the Meeting.
AGENDA, LANGUAGE, ETC.
No later than 3 weeks before the Meeting, the complete, full-length text of the documents to be submitted to the Meeting as well as the agenda with the complete proposals to be transacted at the Meeting will be made available for inspection at the reception desk at the Company's registered office, Havneholmen 17-19, DK-1561 Copenhagen V,
Furthermore, no later than 3 weeks prior to the Meeting, the following information will be made available on the Company's website www.pandoragroup.com:
- The notice convening the Meeting, including appendices.
- 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 Meeting, voting by proxy and postal voting.
The Meeting is held in English. Irrespective of article 10.8 of the Articles of Association and as a service to the shareholders, the Company will offer simultaneous interpretation to or from Danish to any shareholder who so wishes during the Meeting.
DATA PROTECTION
In connection with the Meeting, the Company collects, processes and retains certain personal data. To this effect reference is made to the privacy notice about processing of personal data in connection with general meetings in
The Board of Directors
APPENDIX 1
Description of the candidates proposed by the Board of Directors
RE-ELECTION
The special skills possessed by
The special skills possessed by
The special skills possessed by
The special skills possessed by
The special skills possessed by
The special skills possessed by
The special skills possessed by
*Publicly listed company
APPENDIX 2
Transport and parking
Car parking is available at Fisketorvet (
The closest train station is Dybbølsbro Station (850m). See map below:
ABOUT PANDORA
Pandora is the world’s largest jewellery brand. The company designs, manufactures and markets hand-finished jewellery made from high-quality materials at accessible price points. Pandora jewellery is sold in more than 100 countries through 6,700 points of sale, including more than 2,600 concept stores.
Headquartered in
Contact
For more information, please contact:
INVESTOR RELATIONS VP, Investor Relations & +45 3137 9486 biazi@pandora.net | CORPORATE COMMUNICATIONS VP, Media Relations & Public Affairs +45 4060 1415 jome@pandora.net |
Director, Investor Relations +45 6167 7425 adfug@pandora.net |
Attachment
- Pandora_Company Announcement_No_847
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