Investor Information
Capital and share structures The shares of Aktieselskabet Schouw & Co. are listed on NASDAQ OMX Copenhagen under securities identification/ISIN code DK0010253921. The company has 25,500,000 issued shares of DKK 10 nominal value, equal to a total share capital of DKK 255,000,000 nominal value. Each share carries one vote, for a total of 25,500,000 voting rights. The company’s Board of Directors reviews the company’s capital and share structures at appropriate intervals. The company’s Board of Directors gives priority to retaining a high equity ratio in order to ensure the necessary financial versatility. Register of shareholders The company’s registrar is: Computershare A/S Kongevejen 418 DK-2840 Holte Composition of shareholders Schouw & Co. has some 7,600 registered shareholders of whom the following are listed in the company’s register in accordance with section 56 of the Danish Companies Act: Givesco A/S Direktør Svend Hornsylds Legat Aktieselskabet Schouw & Co.
28.09% 14.82% 7.88%
Pursuant to the provisions of Section 31 of the Danish Securities Trading Act, the three shareholders Givesco A/S, Direktør Svend Hornsylds Legat and Erling Eskildsen, who holds 3.94%, are considered as a single shareholder of Schouw & Co. The three shareholders hold in aggregate 46.85% of the shares in the company. Members of the Board of Directors and the Executive Management of Schouw & Co. and their connected persons held a total of 1,184,482 and 74,064 shares, respectively, in the company at December 31, 2011. Treasury shares At the end of 2011, the company held 2,008,363 treasury shares, equal to 7.88% of the share capital. The market value of the holding of treasury shares
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was DKK 186 million at December 31, 2011. The portfolio of treasury shares is recognised at DKK 0. Share price performance The Schouw & Co. share closed the year at a price of DKK 92.50 (official year-end price), compared with DKK 133.50 per share at December 31, 2010, corresponding to a 30.7% decline. Accordingly, the total market capitalisation of the company’s listed share capital amounted to DKK 2,359 million at the close of the financial year, against DKK 3,404 million at the close of 2010. Adjusted for the holding of treasury shares, the company’s market capitalisation was DKK 2,173 million at December 31, 2011. Incentive plans Since 2003, Schouw & Co. has operated a sharebased incentive programme comprising the Executive Management and senior managers, including the executive managements of subsidiaries. Under the share-based incentive programme, Schouw & Co. awarded, in March 2011, a total of 55,000 share options to members of the Executive Management (two persons) and a total of 184,000 share options to other senior managers, including the executive managements of subsidiaries (thirteen persons). The share options are exercisable during a 24-month period following the publication of Schouw & Co.’s full-year profit announcement for the 2012 financial year at a strike price of DKK 129.60 plus a 4% premium per annum from the date of grant until the date of exercise. The overall guidelines for incentive programmes approved by the company’s shareholders in general meeting are available from the company’s website, www.schouw.dk. Investor relations policy Schouw & Co. aims to create value and achieve results to match the best of our industry peers. The company’s investor relations policy is to provide reliable information and to maintain professional relations with shareholders and the market so as to ensure that investors always have the necessary information to make an assessment of the Group’s true values. Schouw & Co. complies with the duty of disclosure rules of NASDAQ OMX Copenhagen. The company’s annual and interim reports and its