Stock Exchange: Nasdaq Copenhagen
Fund code: DKK 0060042612
Share capital: DKK 32.085.000
Nominal value: DKK 10 per stock
Total Shares: 3,208,500
EXCHANGE RATE MOVEMENTS
Scandinavian Brake Systems A/S wants to maintain an open dialogue with its shareholders, potential investors, analysts, media and other stakeholders on all relevant matters, activities and measures relating to the Company.
ID CODE AND SHARE CAPITAL
The Company's nominal share capital amounts to DKK 32,085,000, corresponding to 3,208,500 shares at a nominal value of DKK 10 each.
SBS’ shares are traded at Nasdaq Copenhagen A/S under the ID code 0060042612. All shares rank equally. There are no restrictions on the transferability and no restrictions on voting rights.
Scandinavian Brake Systems’ dividend payments have been suspended as a consequence of the credit agreement entered into with the SBS Group’s bankers. In connection with this, it has been agreed that no dividend will be distributed during the term of the credit agreement and until expiry on 1 April 2020. The shareholders’ value-creation will thus take place through any increase in the share price. Upon expiry of the period, the Board of Directors will present a new dividend policy.
TREASURY SHARE POLICY
According to the general meeting’s authorisation, SBS can at the maximum acquire treasury shares at a nominal amount of DKK 3,208,500, equivalent to 10% of the share capital, until the general meeting in 2018. The Company's holding of treasury shares made up a nominal amount of DKK 13,130, equivalent to 0.04% of the share capital at the end of 2017. Additional acquisition of treasury shares is not possible until the share capital has been re-established. The development in the Company's share price is disclosed below.
ARTICLES OF ASSOCIATION
The Company’s articles of association may be amended by a simple majority at a general meeting if the proposed amendment is notified to the shareholders at the latest three weeks prior to holding an ordinary or extraordinary general meeting and if 66.7% of the issued shares are represented at the general meeting.
RULES FOR APPOINTING AND REPLACING MEMBERS OF THE BOARD OF DIRECTORS
SBS has four board members elected at the general meeting and two members elected by the employees. On 21 March 2018, ordinary election will take place of three employee representatives that are elected among the SBS Group’s Danish employees. The board members elected by the general meeting are elected for one year at a time, while the members elected by the employees are elected for a four-year period. Thus, all board members elected by the general meeting must be re-elected every year. This also includes the chairman’s and the vice chairman’s positions.
MANAGEMENT COMPENSATION AGREEMENT IN CASE OF RESIGNATION/ACQUISITION
In connection with change of control, CEO Mads Bonde may ask for his resignation and will in that case receive severance pay corresponding to one year's salary.
No other agreements have been made with the Board of Directors, other executives or employees on financial compensation upon the change of control.
PHANTOM SHARE SCHEME
On 15 November 2017, a phantom share scheme was awarded to the Executive Board in SBS and executive employees in the SBS Group. The scheme is a cash-settled bonus scheme based on the development in the Company’s share price. Phantom shares are allocated to every participating employee for each month they have been employed and up to and including March 2020 when the credit agreement with the SBS Group’s banking institutions expires.