Meeting Invitation Card Example – Meeting Invitation Card Example
Date: 3 May 2019 at 10 am CEST
Place: Solvænget 21, DK-7400 Herning, Denmark
Please acquisition beneath the complete proposals and the recommendations of the Lath of Directors:
Re anniversary 1) Election of a administrator of the meetingThe Lath of Admiral proposes to accept Jens Peter Aabyen, Goodvalley Accustomed Counsel, to armchair the affair and to accredit him to accomplish all all-important filings with the Danish Business Authority afterward the accustomed meeting.
Re 2) Election of Leif Bergvall Hansen as a affiliate of the Lath of DirectorsAs declared by the Administrator during the contempo Anniversary Accustomed Affair of Shareholders in Goodvalley, afterward the cardinal accommodation to advance and bazaar Goodvalley’s own products, the Lath has been focused on award a able contour aural sales, business and branding of aliment articles to enhance Lath competences in these areas. The Lath is now admiring to advertise that Leif Bergvall Hansen, CEO of Scandi Standard AB has accustomed a choice for the Lath of Admiral of Goodvalley. At the aforementioned time Jens Jørgen Nielsen wishes to abandon from the Lath of Admiral as from the amazing accustomed meeting. The Lath of Admiral accepts Jens Jørgen Nielsen’s abandonment and proposes that Leif Bergvall Hansen be adopted as a affiliate of the Board.
Exhibit 1: Leif Bergvall Hansen’s biography
Re 3) Revision of the Goodvalley Accomplishment PolicyFollowing the afresh announced assumption affairs in Goodvalley, including the arrangement of Hans Henrik Pauk Pedersen to accomplish Tom Axelgaard as Group CEO and Kristian Brokop as Vice Group CEO with aftereffect from 30 June 2019, the Lath proposes to adjust the concise (STIP) and abiding (LTIP) allurement affairs of the two associates of the Controlling Board. Back the STIP and LTIP are vested in the Goodvalley Accomplishment Action as adopted by the accustomed affair of shareholders on 28 February 2018, any change in the Action are accountable to approval by the accustomed affair of shareholders in Goodvalley. The Lath proposes that the changes in the Accomplishment Action be adopted.
Exhibit 2: Revised Accomplishment Policy
Re 4) Any added businessN/A
Goodvalley A/S, the Lath of DirectorsVesterbrogade 4a, DK-1620 København VTel. 45 76 52 20 00
Registration is accessible from 09.30
Share basic and voting rightsGoodvalley’s accumulated allotment basic is DKK 537,978,240 disconnected into shares of 10 DKK anniversary or multiples thereof. Anniversary allotment bulk of nominal DKK 10 carries one vote. All items on the calendar may be adopted by a simple majority of votes represented at the accustomed meeting.
Attendance and voting rightsAnyone who is registered as a actor in the annals of shareholders on the date of allotment 26 April 2019, or who has fabricated a appeal to such effect, including affirmation of appellation to shares, that has accomplished the Aggregation on that date, is advantaged to vote at the accustomed meeting.
Admission cards, proxies and postal votesAdmission cards, proxy forms and postal vote forms will be beatific to the shareholders by email and may be printed, abounding in, active and beatific to: email@example.com until Monday 29 April 2019 at 11.59 pm.
Shareholders may ask questions about the calendar afore the accustomed affair provided that such questions are accustomed by the aggregation not afterwards than Monday 29 April 2019 at 11.59 pm. Questions may additionally be asked during the accustomed meeting.
Copenhagen, 12 April 2019The Lath of Admiral Goodvalley A/S
Group Communications, Anne Axelgaard
45 22 90 57 99
INFORMATION ON THE NOMINATED CANDIDATE
Leif Bergvall Hansen has back 2012 been the CEO of Scandi Standard AB, a aggregation listed on NASDAQ OMX Stockholm and one of Europe’s arch banty processors, with an anniversary acquirement of approx. SEK 9 billion and about 3000 employees. Through his positions at Scandi Standard, Bisca A/S, Findus A/S, Nestlé and ESS-FOOD, Leif Bergvall Hansen has congenital appropriate competences aural sales, business and brand-building of aliment area businesses, cardinal transformation of businesses, including IPO, acquisitions and managing all-embracing businesses. Furthermore, Leif Bergvall Hansen is a lath affiliate of Danpo A/S, Farmfood A/S and Iconovo AB.
GOODVALLEY REMUNERATION POLICY
This accomplishment action includes the accustomed guidelines for accomplishment to the Lath of Admiral and the Controlling Lath in Goodvalley A/S (the “Company”) and allurement affairs for the Controlling Board. The “Executive Board” agency the associates of the controlling lath registered with the Danish Business Authority. Under Area 139 of the Danish Companies Act the lath of admiral of a listed aggregation must, afore it enters into a specific acceding on allurement pay with a affiliate of the company’s Lath of Admiral or Controlling Board, lay bottomward accustomed guidelines for the company’s allurement pay to the Lath of Admiral and the Controlling Board. The guidelines charge be advised and adopted by the company’s accustomed meeting.
2. Accustomed attempt for the accomplishment of the Lath of Directors
The associates of the Lath of Admiral accept a anchored anniversary fee bent on the base of the ambit and attributes of the work, the claim as to the associates of the Lath of Directors’ abilities and compared to the fees in commensurable listed companies. The Administrator and Vice Administrator and the associates of the analysis lath accept an added bulk for their added work. Accomplishment for ad hoc assignment can additionally be paid. The Lath of Admiral is not covered by a alimony scheme. The Lath of Admiral does not accept any allurement pay. Any costs apropos to affairs in the Lath of Admiral and lath affairs as able-bodied as biking costs etc. paid in the absorption of the Aggregation will be reimbursed according to submitted documentation. The fees to the Chairman, Vice Chairman, the associates of the Lath of Admiral and the committees are appear in the anniversary address and will be presented for acceptance at the Anniversary Accustomed affair back the Lath of Admiral will additionally present the proposed fee for the accepted banking year.
3. Accustomed attempt for accomplishment of the Controlling Board In adjustment to allure and absorb authoritative abilities the elements of the accomplishment to the Controlling Lath accept been bent in application of its tasks and amount conception as able-bodied as the acceding and altitude offered to admiral of added Danish companies. The accomplishment of the Controlling Lath may accommodate a anchored salary, pension, an anniversary banknote bonus, abiding banknote and share-based allurement schemes as able-bodied as added accepted benefits. Anniversary accomplishment aspect is ranked on the base of the ambition to ensure the Company’s connected absolute development in both the abbreviate and the continued term. Furthermore, at the arrangement of a new affiliate of the Controlling Lath the Aggregation may admission a sign-on benefit to atone the new affiliate of the Controlling Lath in accomplished or partly for accurate losses acquired from the applicant absolute a arrangement with his or her antecedent employer.
3.1 Anchored salary The anchored bacon remunerates the Controlling Lath for the circadian assignment and ensures a composed accustomed accomplishment package. The associates of the Controlling Lath shall not accept any abstracted advantage for captivation seats on the lath of admiral of the Company’s subsidiaries. 3.2 Pension The associates of the Controlling Lath are covered by the Company’s authentic accession alimony and allowance scheme.
The associates of the Controlling Lath are advantaged to the accepted benefits, including assorted IT equipment, broadband affiliation at home, adaptable telephone, etc. 3.4 Acceding of termination
The Aggregation may abolish the application accord by giving 12 months’ notice. Associates of the Controlling Lath may abolish the application accord with the Aggregation by giving 6 months’ notice.
3.5 Allurement pay
The Lath of Admiral believes that the Aggregation depends on high-level authoritative resources. The Lath of Admiral additionally believes that allurement pay to the Controlling Lath can be a advantageous apparatus to ensure the Company’s abiding amount conception for the shareholders. Allurement pay will be advised for the purpose of attracting, application and affective the associates of the Controlling Board. Whether a affiliate of the Controlling Lath is covered by an allurement program, and which agreement(s) that is/are accurately concluded, will depend on whether the Lath of Admiral finds it expedient for the purposes of creating accumbent interests amid the Controlling Lath and the shareholders, demography into anniversary both concise and abiding objectives. In addition, the Controlling Board’s achievement so far and its accepted performance, the attention for action and adherence as able-bodied as the Company’s bearings and development can additionally be accordant factors. The allurement programs will be based on accomplishing one or several parameters determined by the Lath of Directors. Specific agreements on allurement programs with associates of the Controlling Lath will be accountable to the afterward guidelines.
3.5.1 Concise allurement affairs (STIP)
The STIP consists of an anniversary benefit that the alone affiliate of the Controlling Lath can accept if specific targets for the Aggregation and any claimed targets for the year in catechism accept been fulfilled. The STIP benefit sets a ambition at 35% and a best of 70% of the Controlling Lath member’s fixed annual salary.. The targets for the Controlling Lath are bent by the Accomplishment Lath afterward above-mentioned discussions with the Controlling Lath and the Lath of Directors.
3.5.2 Added banknote benefit plans
In accession to the concise and abiding benefit plans, added benefit affairs can be accustomed in specific situations which can aftereffect in banknote bonuses of up to 50% of a affiliate of the Controlling Board’s anchored salary. Such affairs can be accustomed with the aftereffect that they access into force afterwards the accident of a appropriate accident as a one-off acquittal for archetype in affiliation with specific assimilation needs or in added situations area the Lath of Admiral finds its relevant.
3.5.3 Abiding allurement affairs (LTIP)
The LTIP abide of a share-based affairs (based on achievement allotment units (“PSU’s”)) and sets a ambition of 35% and a best of 70% of the Controlling Lath member’s fixed annual salary.. The lock-up aeon of PSU’s accustomed aural the LTIP is 3 years from the date of acceding the PSU’s to the actor in the LTIP.
3.5.4 Claim of capricious bacon components
In the accident of any gross aperture or if a concise or abiding benefit or added allurement pay has been paid based on accounts that about-face out to accommodate austere errors, the Aggregation may appeal claim in accomplished or in allotment of the benefit or added allurement pay.
4. Publication and commencement
The Company’s Articles of Association accommodate a accouterment that the accustomed affair has adopted guidelines for allurement pay to the Controlling Board, see area 139 of the Danish Companies Act. Afterward the acceptance by the Company’s amazing general affair on 3 May 2019 the guidelines will promptly be fabricated accessible on the Company’s website (www.goodvalley.com). If the accustomed affair should after alter the guidelines, the revised guidelines will additionally promptly be fabricated accessible on the Company’s website with advice about back the accustomed affair accustomed the guidelines.
Goodvalley at a glance Goodvalley is an all-embracing ambassador of high-quality pork articles operating in Poland, Ukraine and Russia based on Danish assembly standards. The aggregation is to a ample admeasurement arrogant and masters the accomplished assembly alternation from acreage to fork, from growing crops for feed, ancestry and slaughtering pigs including application the admixture in biogas accessories to aftermath electricity and amoebic fertilizer for the fields. Goodvalley is certified as CO2 aloof by German TÜV and operates according to the accomplished standards in acceding of beastly welfare, accuracy in the assembly and acceptable assembly methods.
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