Danisco

Annual General Meeting of Danisco A/S held on 29 August 2007

Pressmeddelande   •   Aug 30, 2007 08:43 CEST

Danisco A/S today held its Annual General Meeting (AGM) at which the Annual Report 2006/07 was approved. The AGM adopted the Board of Directors' proposal to pay dividend of DKK 7.50 per share of DKK 20.

Notice no. 22/2007

Anders Knutsen, Peter Højland and Matti Vuoria were re-elected to the Board of Directors.

The AGM adopted the Board of Directors’ proposals to delete a secondary name in Article 1.2 of the Articles of Association, to amend Article 5.3 of the Articles of Association to the effect that VP Investor Services A/S is appointed as keeper of the Company’s Register of Shares, and to amend Article 8 of the Articles of Association to the effect that going forward the Company’s AGM will be held in the Capital Region of Denmark.

The AGM adopted the Board of Directors’ proposal to amend Article 25.1 of the Articles of Association to the effect that the Company’s annual report will be drawn up in accordance with the provisions of the Danish Financial Statements Act and the International Financial Reporting Standards (IFRS).

In addition, the AGM adopted the Board of Directors’ proposal for overall guidelines for incentive programmes for the Executive Board. Upon approval of the guidelines, the AGM adopted the proposal to set up a share option programme comprising up to 600,000 share options with an exercise price based on the average market price of five consecutive trading days after the AGM (30 August to 5 September 2007 – both days included) with a premium of 10%, however, with a minimum price, calculated at DKK 483, corresponding to the average price of the five trading days before and the five trading days after 20 June 2007 with a premium of 10%. The share options may be exercised between 1 September 2010 and 1 September 2013, with the first options being granted on 1 September 2007 at the earliest. The share options will be granted to the Executive Board and senior managers. The 600,000 share options will be granted to some 150 individuals, with 110,000 being granted to the Executive Board like last year.

The proposal by a shareholder for a demerger of Danisco A/S was not put to the vote, as the shareholder withdrew his proposal.

The Company's auditor, Deloitte Statsautoriseret Revisionsaktieselskab, was re-elected.

In addition, the AGM adopted the emoluments of the Board of Directors for the current financial year, which are unchanged, and renewed the Board of Directors’ authorisation to allow the Company in the period up to next year’s AGM to purchase own shares up to an amount of 10% of the share capital at the market price prevailing at the time of purchase with a deviation of up to 10%.

The complete wordings of the resolutions appear from the previously published agenda and the resolutions in full for the AGM.

After the AGM, the Board of Directors appointed Anders Knutsen Chairman of the Board of Directors and Jørgen Tandrup Deputy Chairman.

Yours faithfully

Tom Knutzen