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Shareholder relations

  • Danfoss A/S is an unlisted family and foundation-owned private company and the parent company of the Danfoss Group. The share capital of Danfoss A/S amounts to DKK 1.024 mill. and is divided between : A-shares (total DKK 425 mill.) and B-shares (total DKK 599 mill.) A-shares give rights to ten votes per DKK 100 share (nominal value), whereas B-shares give rights to one vote per DKK 100 share (nominal value). Furthermore, owners of A-shares have a pre-emption right to A-shares in the event of share capital increases. No other shares carry special rights.

    The controlling shareholders of Danfoss A/S are the Bitten & Mads Clausen’s Foundation and the Clausen Family which, together, hold 94% of the shares, including all A-shares. Consequently, they control 99% of the voting rights. The controlling shareholders have entered into a shareholder agreement to ensure a stable future ownership structure.

    Additionally, employees and leading employees in Danfoss have, at several occasions, been offered the opportunity to buy employee shares. Employee shares make up around 5% of Danfoss’ share capital equaling approximately 1% of the voting rights.

    Since 2006, the Danfoss shares have been registered with the Danish Securities Centre (Værdipapircentralen). This means that the shares in general are not subject to trading restrictions or obligations. However, up until now, in practice Danfoss A/S has bought back shares which holders have wished to realize at the price in force at the time in question.

     

  • Sale and buy-back of Danfoss shares

    Danfoss has previously on two occasions offered shares to the employees. In addition, the Bitten & Mads Clausen’s Foundation in 2004 offered a total of 10,000 shares for sales via the so-called ”10,000 pool”. Shares from this pool can only be sold back to Danfoss in a period of three weeks following the Annual General Meeting in April.

    Danfoss buys back employee shares when shareholders wish to realize them. When selling employee shares one of the forms below must be used:

    Sale of Danfoss shares

    Shares in a Danske Bank deposit

    The completed form must be returned to:
    Mail: Danfoss A/S, att. Benedicte K. Frandsen, Nordborgvej 81, A976, DK-6430 Nordborg
    E-mail: Benedicte@danfoss.com

    Provided that the form is received no later than on the third Tuesday of the month, the sales proceeds will be deposited on the dividend account associated with the deposit within the following 4-5 banking days. In the summer holidays (July) there is no settlement.

    For international transfers, please make sure to provide the following information when you submit the form:

    SWIFT address of your bank
    Name and address of your bank
    IBAN and account number in your bank
    The account number in Danske Bank
    A copy of first-class identification, e.g. your passport or driving licence and a copy of your national ID card or social security card. The copy must be duly verified by two witnesses to the signature. You may use the template for proof of identity.
    Documentation from a public authority that confirms your name and private address.

    Shares in a bank, other than Danske Bank
    The completed form must be returned to the bank.

    Employee shares - Danish version Employee shares, other bank – Danish version Employee shares - English version Employee shares - German version Employee shares - Spanish version Employee shares - French version Employee shares - Polish version Employee shares - Slovenian version Employee shares - Slovak version Shares from the 10,000 pool – Danish version Shares from the 10,000 pool, other bank – Danish version Shares from the 10,000 pool - English version Template for proof of identity
    Dividends

    Dividends are determined by the General Meeting upon recommendation from the Danfoss Board of Directors. Dividends are paid out in Danish kroner and is deposited on the dividend account associated with the share deposit.

    April/Year2001200220032004200520062007200820092010
    Dividend per share (DKK)10101012.515182025200
    April/Year201120122013201420152016
    Dividend per share (DKK)1031.539.278.348.9051.8

     

    Taxation upon share sales and dividends

    Taxation upon share sales
    Taxation upon share sales varies from one country to another. In Denmark profit from share sales is taxable and must be declared to the Danish tax authorities. The shareholder is responsible for reporting taxable profit.

    Taxation upon dividends
    Taxation upon dividends varies from one country to another. In Denmark dividends are taxed 27%. Danfoss retains and pays in tax upon dividends paid out in Denmark and in countries with which Denmark has signed joint taxation agreements (Belgium, Canada, Greece, Holland, Ireland, Luxembourg, Norway, Switzerland, UK, Sweden, Germany and the US). Share holders are responsible for controlling whether dividends have been correctly declared on their income tax return.

    Danfoss does not advise share holders in tax matters but urges shareholders to seek independent advice concerning their tax matters. Furthermore, Danish share holders are referred to SKAT, phone: +45 7222 1818.

    Transfer of shares to pension deposit

    Please note: If liable to DK taxation, tax must be paid of Danfoss shares transferred to a pension deposit – like in case of a sale.

    Share price development

    The Danfoss share price is set once a year by Danske Markets (part of Danske Bank A/S) immediately before the annual general meeting in April. The share price is calculated on the basis of, among other things, the financial performance of Danfoss, the Group’s expectations to the upcoming year, its ability to meet expectations, the financial development of a number of comparable companies and their expectations for the future as well as the general development in the stock markets.

     

    April/Year20012002200320042005200620072008
    Share price(DKK)7497529311,3071,4381,7912,2732,127
    April/Year20092010201120122013201420152016
    Share price(DKK)8301,0773,4313,1983,4604,1164,2674,904

    General meeting

    Danfoss’ annual general meeting is held every year in April. The rules governing the convening and the holding of the general meeting is laid down in Danfoss ‘Articles of Association..

     

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