The Annual Shareholders' Meeting of Novozymes A/S Was Held at 4 P.M
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154 The annual shareholders’ meeting of Novozymes A/S was held at 4 p.m. on February 26, 2020, at Ballerup Super Arena, Ballerup Idrætsby 4, 2750 Ballerup, Denmark. A total of 441 persons with admission tickets were present, 305 of whom with the right to vote and 136 without. The annual shareholders’ meeting was webcast. The annual shareholders’ meeting was convened with the following agenda: 1. The Board of Directors’ report on the company’s activities 2. Presentation and approval of the audited annual report 3. Resolution on distribution of profit in accordance with the approved annual report 4. Approval of remuneration of the Board of Directors for 2019 and the remuneration level for 2020 5. Election of Chairman 6. Election of Vice Chairman 7. Election of other board members 8. Election of auditor 9. Proposals from the Board of Directors a) Approval of new remuneration policy of the Board of Directors and Executive Man- agement b) Renewal of authorization to the Board of Directors to implement capital increases c) Reduction of share capital d) Authorization to acquire treasury shares e) Amendment of article 4.2 (shares and shareholders’ register), article 11.1 (share- holders’ meeting, agenda) and article 14.2 (language) f) Authorization to the meeting chairperson 10. Any other business * * * * * Jørgen Buhl Rasmussen, Chairman of the Board of Directors, welcomed everyone to the annual shareholders’ meeting and introduced the other members of the Board of Directors, the company’s Executive Management and the auditor. Jørgen Buhl Rasmussen then handed over to Niels Kornerup, Attorney, whom the Board of Directors had appointed as chairperson of the annual shareholders’ meeting in accordance with article 8.1 of the company’s articles of association. 155 The meeting chairperson confirmed with the support of the annual shareholders’ meeting that the meeting had been lawfully convened and constituted a quorum. The meeting chairperson stated that nominal share capital of DKK 361,869,368 out of a total nominal share capital of DKK 564,659,956 (after deduction of the company’s treasury shares) and 1,329,254,756 votes out of a total of 1,532,044,756 votes (also after deduction of the company’s treasury shares) were represented at the annual shareholders’ meeting. The meeting chairperson stated that the Board of Directors had received proxies, etc., covering 1,311,888,914 votes, equivalent to 98.69% of the votes represented. As in previous years, the meeting chairperson pointed out that in accordance with section 101(5) of the Danish Companies Act, a full specification of the voting should be provided for each resolution, stating the number of shares that had voted for, against, etc., even if the outcome of the voting was reasonably clear. In the worst-case scenario, this would mean a written vote for each item. As it was possible to waive the specification if there was agreement among the shareholders in this respect, the meeting chairperson proposed that the annual shareholders’ meeting should proceed as it had previously. It would therefore be confirmed whether a proposal had been passed or not, and a written vote would only be conducted in the event of doubt. The annual shareholders’ meeting agreed that no full specification of voting would be prepared. As usual at the company’s annual shareholders’ meetings, agenda items 1-3 were dealt with together. Re 1-3: The Board of Directors’ report on the company’s activities in the past financial year Presentation and approval of the audited annual report Resolution on distribution of profit or settlement of loss in accordance with the approved annual report The meeting chairperson handed over to Jørgen Buhl Rasmussen, Chairman of the Board of Directors, Ester Baiget, CEO, and Lars Green, CFO, who provided verbal reports in accordance with the manuscript forming Appendix 1. At the end of the report, Jørgen Buhl Rasmussen handed back the floor to the meeting chairperson. The meeting chairperson confirmed that the annual report had been signed by the Board of Directors, the Executive Management and the auditor, without qualifications, and that the Board of Directors proposed payment of a dividend of DKK 5.25 per share of DKK 2, equivalent to a total dividend payment of DKK 1,478 million, and that the remainder of the profit of DKK 1,677 million be taken to retained earnings. The meeting chairperson opened the floor and then gave the word to the first speaker, Claus Berner Møller, ATP. 156 Claus Berner Møller started by referring to the year 2019 and the various challenges Novozymes had been facing. Claus Berner Møller also said that Management had made several good decisions with the aim of enabling Novozymes to realise its vast growth potential again in future. Claus Berner Møller said that Novozymes’ new remuneration policy generally provided a good distribution between fixed and variable remuneration as well as short-term and long-term incentive programs. Finally, Claus Berner Møller praised Management for having strengthened the Board of Directors and thanked Agnete Raaschou-Nielsen for her work in Novozymes. The meeting chairperson then handed the floor to the next speaker, Gitte Jürgens, the Danish Shareholders’ Association. First, Gitte Jürgens expressed her thanks that even though the annual report for 2019 was in English, a summary with financial highlights was available in Danish, and she said that the financial statements of Novozymes were certainly satisfactory despite the organic sales decline of 1%. Gitte Jürgens then asked the following questions: 1. With reference to the financial statements, Gitte Jürgens requested a comment on whether it would be possible for Novozymes to recover previous levels for growth rates and profitability? 2. Based on the cyberattacks, which had resulted in large financial losses for other companies, Gitte Jürgens requested a comment on Novozymes’ focus on cybersecurity? 3. Would Management disclose the individual management members’ purchase of shares in Novozymes using own free funds? 4. With reference to Novozymes’ ambition of increasing the organic sales growth by 1-5%, Gitte Jürgens asked for an explanation of the reason for the specific range for this financial guidance? Finally, Gitte Jürgens thanked for having the floor and wished Management and the employees a good 2020. The meeting chairperson then handed the floor to Jørgen Buhl Rasmussen to answer the questions. First, Jørgen Buhl Rasmussen thanked Claus Berner Møller for his comments on Novozymes’ report and for the collaboration between ATP and Novozymes. Jørgen Buhl Rasmussen then responded to the questions from the Danish Shareholders’ Association as follows: Re 1: Regarding the question about Novozymes’ growth potential, Jørgen Buhl Rasmussen commented that in the three-year period 2020-2022 Novozymes would aim to generate annual organic sales growth of 5% or above, but that Novozymes’ 2020 performance would probably be negatively affected by the company’s strategic portfolio adjustments. Jørgen Buhl Rasmussen also emphasised that the new strategy, including the greater focus on allocation of Novozymes’ resources and a reduction of the innovation pipeline from 140-145 to 100 projects, would also make a difference in future. Jørgen Buhl Rasmussen explained that Novozymes would be able to generate the expected growth as Novozymes had made a more 157 distinct division of the product portfolio in Novozymes and as major investments in the development of new business areas would be made. Re 2: Concerning the question about cybersecurity, Jørgen Buhl Rasmussen commented that Management spent a great deal of time on this issue, and Novozymes took the threat very seriously. Jørgen Buhl Rasmussen pointed out that Novozymes would never be able to prevent all types of cyberattacks, but that the company had implemented a number of measures to minimise the risk as much as possible. Jørgen Buhl Rasmussen said that the company, among other measures, had an IT Emergency Response function comprising a plan for the company’s production in the event of a cyberattack. Moreover, the company had established a Defence Center to monitor Novozymes’ systems and to detect threats at an early stage. Jørgen Buhl Rasmussen also said that an Out-of-Band system had been established outside Novozymes’ IT sphere with the aim of maintaining the company’s communication channels in the event of a cyberattack. Finally, Jørgen Buhl Rasmussen mentioned that Novozymes to a great extent focused on informing the employees about how to act if they receive spam mails etc. Re 3: Concerning the question about Management’s purchase of the company’s shares, Jørgen Buhl Rasmussen explained that this information is available to the public and disclosed in Novozymes’ annual report on page 47. Jørgen Buhl Rasmussen also said that Novozymes’ new remuneration policy requires the company’s executives to hold Novozymes shares corresponding to one year’s base salary within a five-year period. Jørgen Buhl Rasmussen then handed over to Lars Green to answer the remaining question. Re 4: Concerning the question about the specific range for organic sales growth, Lars Green started by saying that the range covered various levels for the individual components of Novozymes’ business. Lars Green explained that the company had greater certainty with respect to future sales within Household Care and Food & Beverages than within Agriculture & Feed and Bioenergy which were characterised by a higher degree of uncertainty. Lars Green said that the individual business areas’ uncertainties were the reason why the range had been fixed at 1-5%. The meeting chairperson then handed the floor to the next speaker, Flemming Als. Flemming Als started by explaining that he had been given a proxy by Bjørn Hansen to ask the first two of his questions. Flemming Als asked the following questions: 1. Has Novozymes’ plant in Nebraska since 2013 met the environmental requirements as to water savings, and did Novozymes have any research activities in the USA related to cleaning of water by using enzymes and bacteria? 2.