Dampskibsselskabet Norden A/s · OMXCOP:DNORD
Dampskibsselskabet Norden A/s — Shareholder Meeting (March 2025)
37 slides from Dampskibsselskabet Norden A/s's shareholder meeting presentation, Mar 12, 2025
Slide 1: Welcome to the Annual General Meeting 2025
WELCOME TO THE ANNUAL GENERAL MEETING 2025 Copenhagen, 12 March 2025
Slide 2: Welcome and Election of Chair of Meeting
WELCOME AND ELECTION OF CHAIR OF MEETING BY THE CHAIR OF THE BOARD OF DIRECTORS, KLAUS NYBORG 2 NORDEN ANNUAL GENERAL MEETING 2025 – 12 MARCH 2025
Slide 3: Welcome
WELCOME • Welcome to the Annual General Meeting • Fully virtual Annual General Meeting • Invitation to physical shareholder event on 1 April 2025 at NORDEN HQ • NORDEN management and board represented by • Jan Rindbo, CEO • Martin Badsted, CFO • Johanne C.F. Riegels, Vice Chair • Klaus Nyborg, Chair
Slide 4: Legality of the General Meeting
LEGALITY OF THE GENERAL MEETING BY CHAIR, LOUISE CELIA KORPELA, LAWYER 4 NORDEN ANNUAL GENERAL MEETING 2025 – 12 MARCH 2025
Slide 5: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 6: Chair's Review
CHAIR’S REVIEW BY THE CHAIR OF THE BOARD OF DIRECTORS, KLAUS NYBORG 6 NORDEN ANNUAL GENERAL MEETING 2025 – 12 MARCH 2025
Slide 7: The Year 2024: Successful Year in a Challenging Market
THE YEAR 2024 SUCCESSFUL YEAR IN A CHALLENGING MARKET • Result for 2024 of USD 163 million (DKK 1.2 billion) and ROIC of 14% • Freight Services & Trading: USD -74 million • Strong market in H1 followed by weakening markets in H2 in both dry and tank • Focus on steering operator back to profitability
Slide 8: The Year 2024: Distribution to Shareholders
THE YEAR 2024 DISTRIBUTION TO SHAREHOLDERS • The Board proposes to distribute a dividend of DKK 2 per share • On top of the DKK 6 per share already distributed in 2024 • Total dividend of DKK 8 per share for 2024 • Corresponding to a dividend pay-out ratio of 22% • Total dividend for the year USD 36
Slide 9: The Year 2024: Business Model and Strategy
THE YEAR 2024 BUSINESS MODEL AND STRATEGY Asset- heavy • Strong and flexible business model • Operator and owner activities across tankers and dry cargo enable us to generate superior returns to shareholders over time Dry cargo Tanker exposure exposure • Solid execution on strategic objectives in 20
Slide 10: Looking Ahead: Equipped to Manage Uncertainty
LOOKING AHEAD EQUIPPED TO MANAGE UNCERTAINTY • Geopolitical uncertainty remains high • Freight Services & Trading: Margins per day in 2025 expected to improve compared to 2024 (FY 2024: USD -435 per day) • An improvement in margins in dry cargo is expected, whereas tanker margins are expected to dec
Slide 11: Thank You Very Much
THANK YOU VERY MUCH BY THE CHAIR OF THE BOARD OF DIRECTORS, KLAUS NYBORG 11 NORDEN ANNUAL GENERAL MEETING 2025 – 12 MARCH 2025
Slide 12: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 13: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 14: Re. C: Board's Recommendation for the Allocation of Profits
RE. C: THE BOARD OF DIRECTORS‘ RECOMMENDATION FOR THE ALLOCATION OF PROFITS The Board recommends that the profit for the year be allocated as follows: USD million Dividend of DKK 2.00 per share of DKK 1, totalling DKK 64 million 9.0 Interim dividends paid during the year 27.9 Reserve for net revalua
Slide 15: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 16: Composition of the Board of Directors
COMPOSITION OF THE BOARD OF DIRECTORS • Proposal to re-elect five board members • NORDEN nominates one new member for the Board of Directors • The Board of Directors constitutes a strong and diverse team that supports NORDEN’s values and strategic ambitions 16 NORDEN ANNUAL GENERAL MEETING 2025 – 12
Slide 17: Re. D: Election of Members for the Board: Klaus Nyborg
RE. D: ELECTION OF MEMBERS FOR THE BOARD OF DIRECTORS The Board of Directors recommends re-election of: Klaus Nyborg Chair of the Board of Directors and CEO, born in 1963. Danish citizen. Member of the Board of Directors since 2012, Chair since 2015. Other managerial posts: Chair of the Board in Baw
Slide 18: Re. D: Election of Members to the Board: Johanne C.F. Riegels
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors recommends re-election of: Johanne C.F. Riegels Vice Chair of the Board of Directors and CEO. Born in 1971. Danish citizen. Member of the Board of Directors since 2016, Vice Chair since 2017. Other managerial posts: Vice Cha
Slide 19: Re. D: Election of Members to the Board: Robert Hvide Macleod
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors recommends re-election of: Robert Hvide Macleod Member of the Board of Directors and owner. Born in 1979. Norwegian citizen. Member of the Board of Directors since 2022. Other managerial posts: Chair of the Board at Monitra
Slide 20: Re. D: Election of Members to the Board: Ian Mcintosh
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors recommends re-election of: Ian Mcintosh Board member. Born in 1961. British citizen. Member of the Board of Directors sinde 2023. Other managerial posts: Member of the Impact Finance and Markets advisory board of The Nature
Slide 21: Re. D: Election of Members to the Board: Vibeke Bak Solok
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors recommends re-election of: Vibeke Bak Solok CEO at Lunar Bank A/S and board member. Born in 1970. Danish citizen. Member of the Board of Directors since 2023. Other managerial posts: Board member at Nordic Solar A/S. Relevan
Slide 22: Re. D: Election of Members to the Board: Jakob Groot
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors reccomends new election of: Jakob Groot Economist. Born in 1967. Danish citizen. Other managerial posts: Partner in Copenhagen Infrastructure Partners (CiP) and previous member of the Executive Management and head of Corpora
Slide 23: Re. D: Election of Members to the Board of Directors
RE. D: ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS The Board of Directors recommends election and new election of: Re-election Re-election Re-election Klaus Nyborg Johanne C.F. Riegels Robert Hvide Macleod Re-election Re-election New election Vibeke Bak Solok Ian McIntosh Jakob Groot 23 NORDEN ANN
Slide 24: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 25: Re. E: Appointment of State Authorised Public Accountant and Sustainability Auditor
RE. E: APPOINTMENT OF STATE AUTHORISED PUBLIC ACCOUNTANT AND SUSTAINABILITY AUDITOR The Board of Directors proposes re-election of EY Godkendt Revisionspartnerselskab, CVR nr. 30700228, for the purpose of mandatory financial and sustainability reporting. Reason: In accordance with the recommendation
Slide 26: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 27: Re F.1: Presentation of the Company's Remuneration Report 2024
RE F.1: PRESENTATION OF THE COMPANY'S REMUNERATION REPORT 2024 FOR INDICATIVE BALLOT The Board of Directors proposes that the Remuneration Report 2024 (appendix B) be adopted by the annual general meeting. The Remuneration Report has been prepared in accordance with the requirements of section 139b
Slide 28: Re. F.2: Authorisation to Acquire Treasury Shares
RE. F.2: AUTHORISATION TO ACQUIRE TREASURY SHARES Proposal by the Board of Directors to authorise the Board of Directors to let the Company purchase treasury shares in the period from the annual general meeting 2025 and until next year’s annual general meeting at a total nominal value not exceeding
Slide 29: Re. F.3.A: Reduction of Share Capital and Amendment of Articles
RE. F.3.A: REDUCTION OF SHARE CAPITAL AND CONSEQUENT AMENDMENT OF THE ARTICLES OF ASSOCIATION Proposal by the Board of Directors to reduce the Company’s share capital by nominally DKK 1,000,000 through cancellation of 1,000,000 treasury shares. The Company’s total purchase price for the treasury sha
Slide 30: Re. F.3.A: Reduction of Share Capital - Continued
RE. F.3.A: REDUCTION OF SHARE CAPITAL AND CONSEQUENT AMENDMENT OF THE ARTICLES OF ASSOCIATION – CONTINUED In connection with the completion of the share capital reduction, Article 4.1 of the Articles of Association will be amended as follows: “The Company’s share capital is DKK 31,000,000, divided i
Slide 31: Re. F.3.B: Amendment to the Quorum Rules (§ 10.2)
RE. F.3.B: AMENDMENT TO THE QUORUM RULES IN CONNECTION WITH CAPITAL REDUCTION (§ 10.2) Proposal by the Board of Directors to amend the quorum rules so that proposed capital reductions can be passed by at least two-thirds of the votes cast as well as of the voting share capital represented at the gen
Slide 32: Re. F.3.B: Amendment to the Quorum Rules - Continued
RE. F.3.B: AMENDMENT TO THE QUORUM RULES IN CONNECTION WITH CAPITAL REDUCTION (§ 10.2) - CONTINUED Reason: In the previous four years, it has been decided to reduce the Company’s share capital. At the ordinary general meetings, it has not been possible to establish the necessary quorum of at least t
Slide 33: Re. F.3.C: Authority to Issue New Shares (§§ 4.2-4.4)
RE. F.3.C: AUTHORITY TO ISSUE NEW SHARES (§ § 4.2-4.4) The Board of Directors proposes that the existing authorisation to increase the share capital once or several times be reduced to a nominal amount of DKK 4,000,000 and extended from March 26, 2025, to March 28, 2029. As a result, it is proposed
Slide 34: Re. F.4: Remuneration Policy
RE. F.4: REMUNERATION POLICY The Board of Directors and the Remuneration Committee have conducted a general review of the Company's remuneration policy and, on this basis, propose a number of adjustments, including: - Update of the introduction to the Remuneration Policy to reflect Norden's current
Slide 35: Re. F.4: Remuneration Policy - Continued
RE. F.4: REMUNERATION POLICY - CONTINUED - As Norden's long-term incentives currently consist solely of restricted shares, it is proposed that the remuneration policy section be updated so that the possibility of granting share options is maintained, but the provisions on this are reduced. Should it
Slide 36: Agenda
AGENDA A. The Board of Directors’ report on the activities of the Company during the past year B. Resolution for adoption of the audited Annual Report C. Proposed appropriation of profits or cover of loss in accordance with the adopted Annual Report D. Election of members for the Board of Directors
Slide 37: Thank You for Your Attention
THANK YOU FOR YOUR ATTENTION Dampskibsselskabet NORDEN A/S 52, Strandvejen DK-2900 Hellerup Denmark Phone: +45 3315 0451 www.norden.com Connect with us
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