Annual General Meeting 2020

To Nasdaq Copenhagen A/S

Public announcement no. 478

June 30, 2020

PROCEEDINGS AT THE ANNUAL GENERAL MEETING ON JUNE 30, 2020

The Annual General Meeting of Glunz & Jensen Holding A/S took place on June 30, 2020 at Lindholm Havnevej 29, 5800 Nyborg, in accordance with the below agenda.

The Board of Directors appointed Søren Elmann Ingerslev, attorney-at-law, as Chairman of the meeting.

                               

The Chairman of the Board of Directors accounted for the Company's activities in the past year and the shareholders took note of the presentation. The audited annual report for 2019/20 was submitted and adopted by the General Meeting. The General Meeting approved discharge to the Board of Directors and the Executive Management.

In regards to appropriation of profits or covering losses appearing from the annual report, the General Meeting approved, in accordance with the adopted annual report and the Board of Directors’ proposal, that the result of the financial year 2019/2020 is transferred to the next financial year and that no dividend is paid out.

The shareholder, Heliograph Holding GmbH, had suggested a customary one year election period for board members and that the rotation principle in the Articles of Associations is deleted. The suggestion was adopted by the General Meeting.

In connection with the new rules in section 139 and 139a of the Companies Act, the Board of Directors had prepared a Remuneration Policy for the Board of Directors and the Executive Board. The General Meeting adopted the Remuneration Policy.

The proposal for the Board of Directors remuneration for 2020/2021 was approved by the General Meeting.

The shareholder, Heliograph Holding GmbH, had suggested that election can be made for each board seat irrespective of the election periods of the existing board members. The suggestion was adopted by the General Meeting.

In accordance with the proposal from the shareholder, Heliograph Holding GmbH, Flemming Nyenstad Enevoldsen, Max Rid and Rolf Pfiffner were elected to the Board of Directors.

The Board of Directors had suggested to increase the number of board members elected by the General Meeting from 3 to 4 and to elect Randi Toftlund Pedersen to the Board of Directors. The proposal was approved by the General Meeting and Randi Toftlund Pedersen was elected to the Board of Directors.

                           

Hereafter, the Board of Directors consists of Flemming Nyenstad Enevoldsen, Max Rid, Rolf Pfiffner, Randi Toftlund Pedersen, Kristian Kvistgaard* and Stig Nedergaard*.

* Previously elected by the employees.

                                                                                                                                      

According to proposal from the Board of Directors, Ernst & Young Godkendt Revisionspartnerselskab was re-elected auditors of the Company.

The minutes of the Annual General Meeting and the updated Articles of Association will be made available at as soon as possible.

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Following the Annual General Meeting, the Board of Directors met at the first meeting of the Board of Directors and Flemming Nyenstad Enevoldsen was elected Chairman of the Board of Directors and Randi Toftlund Pedersen was elected Vice-chairman of the Board of Directors.

For further information:

Chairman of the Board of Directors Flemming Nyenstad Enevoldsen, phone