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Date: 3 May 2019 at 10 am CEST
Place: Solvænget 21, DK-7400 Herning, Denmark
Agenda: Election of a chairman of the meeting Election of Leif Bergvall Hansen as a member of the Board of Directors Revision of the Goodvalley Remuneration Policy Any other business
Please find below the complete proposals and the recommendations of the Board of Directors:
Re item 1) Election of a chairman of the meeting
The Board of Directors proposes to elect Jens Peter Aabyen, Goodvalley General Counsel, to chair the meeting and to authorize him to make all necessary filings with the Danish Business Authority following the general meeting.
Re 2) Election of Leif Bergvall Hansen as a member of the Board of Directors
As stated by the Chairman during the recent Annual General Meeting of Shareholders in Goodvalley, following the strategic decision to develop and market Goodvalley's own products, the Board has been focused on finding a strong profile within sales, marketing and branding of food products to enhance Board competences in these areas. The Board is now pleased to announce that Leif Bergvall Hansen, CEO of Scandi Standard AB has accepted a nomination for the Board of Directors of Goodvalley. At the same time Jens Jørgen Nielsen wishes to resign from the Board of Directors as from the extraordinary general meeting. The Board of Directors accepts Jens Jørgen Nielsen's resignation and proposes that Leif Bergvall Hansen be elected as a member of the Board.
Exhibit 1: Leif Bergvall Hansen's biography
Re 3) Revision of the Goodvalley Remuneration Policy
Following the recently communicated succession plans in Goodvalley, including the appointment of Hans Henrik Pauk Pedersen to succeed Tom Axelgaard as Group CEO and Kristian Brokop as Vice Group CEO with effect from 30 June 2019, the Board proposes to align the short-term (STIP) and long-term (LTIP) incentive plans of the two members of the Executive Board. Since the STIP and LTIP are vested in the Goodvalley Remuneration Policy as adopted by the general meeting of shareholders on 28 February 2018, any change in the Policy are subject to approval by the general meeting of shareholders in Goodvalley. The Board proposes that the changes in the Remuneration Policy be adopted.
Exhibit 2: Revised Remuneration Policy
Re 4) Any other business
Goodvalley A/S, the Board of Directors
Vesterbrogade 4a, DK-1620 København V
Tel. +45 76 52 20 00
Registration is open from 09.30
Share capital and voting rights
Goodvalley's aggregate share capital is DKK 537,978,240 divided into shares of 10 DKK each or multiples thereof. Each share amount of nominal DKK 10 carries one vote. All items on the agenda may be adopted by a simple majority of votes represented at the general meeting.
Attendance and voting rights
Anyone who is registered as a shareholder in the register of shareholders on the date of registration 26 April 2019, or who has made a request to such effect, including evidence of title to shares, that has reached the Company on that date, is entitled to vote at the general meeting.
Admission cards, proxies and postal votes
Admission cards, proxy forms and postal vote forms will be sent to the shareholders by email and may be printed, filled in, signed and sent to: until Monday 29 April 2019 at 11.59 pm.
Shareholders may ask questions about the agenda before the general meeting provided that such questions are received by the company not later than Monday 29 April 2019 at 11.59 pm. Questions may also be asked during the general meeting.
Copenhagen, 12 April 2019
The Board of Directors
Group Communications, Anne Axelgaard
+45 22 90 57 99
INFORMATION ON THE NOMINATED CANDIDATE
Leif Bergvall Hansen has since 2012 been the CEO of Scandi Standard AB, a company listed on NASDAQ OMX Stockholm and one of Europe's leading poultry processors, with an annual revenue of approx. SEK 9 billion and around 3000 employees. Through his positions at Scandi Standard, Bisca A/S, Findus A/S, Nestlé and ESS-FOOD, Leif Bergvall Hansen has built special competences within sales, marketing and brand-building of food sector businesses, strategic transformation of businesses, including IPO, acquisitions and managing international businesses. Furthermore, Leif Bergvall Hansen is a board member of Danpo A/S, Farmfood A/S and Iconovo AB.
GOODVALLEY REMUNERATION POLICY
This remuneration policy includes the general guidelines for remuneration to the Board of Directors and the Executive Board in Goodvalley A/S (the "Company") and incentive program for the Executive Board. The "Executive Board" means the members of the executive board registered with the Danish Business Authority. Under Section 139 of the Danish Companies Act the board of directors of a listed company must, before it enters into a specific agreement on incentive pay with a member of the company's Board of Directors or Executive Board, lay down general guidelines for the company's incentive pay to the Board of Directors and the Executive Board. The guidelines must be considered and adopted by the company's general meeting.
2. General principles for the remuneration of the Board of Directors
The members of the Board of Directors receive a fixed annual fee determined on the basis of the scope and nature of the work, the requirement as to the members of the Board of Directors' qualifications and compared to the fees in comparable listed companies. The Chairman and Vice Chairman and the members of the audit committee receive an additional amount for their additional work. Remuneration for ad hoc work can also be paid.
The Board of Directors is not covered by a pension scheme. The Board of Directors does not receive any incentive pay. Any expenses relating to meetings in the Board of Directors and committee meetings as well as travel expenses etc. paid in the interest of the Company will be reimbursed according to submitted documentation.
The fees to the Chairman, Vice Chairman, the members of the Board of Directors and the committees are disclosed in the annual report and will be presented for adoption at the Annual General meeting when the Board of Directors will also present the proposed fee for the current financial year.
3. General principles for remuneration of the Executive Board
In order to attract and retain managerial skills the elements of the remuneration to the Executive Board have been determined in consideration of its tasks and value creation as well as the terms and conditions offered to executives of other Danish companies. The remuneration of the Executive Board may include a fixed salary, pension, an annual cash bonus, long-term cash and share-based incentive schemes as well as other usual benefits. Each remuneration element is ranked on the basis of the wish to ensure the Company's continued positive development in both the short and the long term. Furthermore, at the appointment of a new member of the Executive Board the Company may grant a sign-on bonus to compensate the new member of the Executive Board in whole or partly for documented losses derived from the candidate terminating a contract with his or her previous employer.
3.1 Fixed salary
The fixed salary remunerates the Executive Board for the day-to-day work and ensures a well-balanced general remuneration package. The members of the Executive Board shall not receive any separate compensation for holding seats on the board of directors of the Company's subsidiaries.
The members of the Executive Board are covered by the Company's defined contribution pension and insurance scheme.
The members of the Executive Board are entitled to the usual benefits, including various IT equipment, broadband connection at home, mobile telephone, etc.
3.4 Terms of termination
The Company may terminate the employment relationship by giving 12 months' notice. Members of the Executive Board may terminate the employment relationship with the Company by giving 6 months' notice.
3.5 Incentive pay
The Board of Directors believes that the Company depends on high-level managerial resources. The Board of Directors also believes that incentive pay to the Executive Board can be a useful tool to ensure the Company's long-term value creation for the shareholders. Incentive pay will be designed for the purpose of attracting, retaining and motivating the members of the Executive Board. Whether a member of the Executive Board is covered by an incentive program, and which agreement(s) that is/are specifically concluded, will depend on whether the Board of Directors finds it expedient for the purposes of creating aligned interests between the Executive Board and the shareholders, taking into account both short-term and long-term objectives. In addition, the Executive Board's performance so far and its expected performance, the regard for motivation and loyalty as well as the Company's situation and development can also be relevant factors. The incentive programs will be based on fulfilling one or several parameters determined by the Board of Directors. Specific agreements on incentive programs with members of the Executive Board will be subject to the following guidelines.
3.5.1 Short-term incentive plans (STIP)
The STIP consists of an annual bonus that the individual member of the Executive Board can receive if specific targets for the Company and any personal targets for the year in question have been fulfilled. The STIP bonus sets a target at 35% and a maximum of 70% of the Executive Board member's fixed yearly salary.. The targets for the Executive Board are determined by the Remuneration Committee following preceding discussions with the Executive Board and the Board of Directors.
3.5.2 Other cash bonus plans
In addition to the short-term and long-term bonus plans, other bonus plans can be established in specific situations which can result in cash bonuses of up to 50% of a member of the Executive Board's fixed salary. Such plans can be established with the result that they enter into force after the occurrence of a special event as a one-off payment for example in connection with specific retention needs or in other situations where the Board of Directors finds its relevant.
3.5.3 Long-term incentive plans (LTIP)
The LTIP consist of a share-based program (based on performance share units ("PSU's")) and sets a target of 35% and a maximum of 70% of the Executive Board member's fixed yearly salary.. The lock-up period of PSU's received within the LTIP is 3 years from the date of granting the PSU's to the participant in the LTIP.
3.5.4 Repayment of variable salary components
In the event of any gross breach or if a short-term or long-term bonus or other incentive pay has been paid based on accounts that turn out to contain serious errors, the Company may demand repayment in whole or in part of the bonus or other incentive pay.
4. Publication and commencement
The Company's Articles of Association contain a provision that the general meeting has adopted guidelines for incentive pay to the Executive Board, see section 139 of the Danish Companies Act. Following the adoption by the Company's extraordinary general meeting on 3 May 2019 the guidelines will promptly be made public on the Company's website (www.goodvalley.com). If the general meeting should subsequently amend the guidelines, the revised guidelines will also promptly be made public on the Company's website with information about when the general meeting approved the guidelines.
Goodvalley at a glance
Goodvalley is an international producer of high-quality pork products operating in Poland, Ukraine and Russia based on Danish production standards. The company is to a large extent self-sufficient and masters the whole production chain from field to fork, from growing crops for feed, breeding and slaughtering pigs including using the manure in biogas facilities to produce electricity and organic fertilizer for the fields. Goodvalley is certified as CO2 neutral by German TÜV and operates according to the highest standards in terms of animal welfare, transparency in the production and sustainable production methods.
Company announcement no 6 2019 - INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN GOODVALLEY 3 MAY 2019