ISS A/S
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF ISS A/S

DGAP-News: ISS A/S

2015-03-23 / 18:48

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Copenhagen, 2015-03-23 18:48 CET (GLOBE NEWSWIRE) -- 
                                                                     No. 10/2015





To the shareholders of ISS A/S







NOTICE TO CONVENE THE ANNUAL GENERAL MEETING OF ISS A/S



The Board of Directors hereby has the pleasure of convening the annual general
meeting of ISS A/S, CVR no. 28 50 47 99, (the 'Company') to be held on 



                     Wednesday 15 April 2015 at 16:00 (CET)

     at Tivoli Hotel & Congress Center, Arni Magnussons Gade 2, DK-1577
                              Copenhagen V, Denmark



Agenda



  1. The Board of Directors' report on the Company's activities in the past
     financial year



  1. Adoption of the annual report for 2014



  1. Distribution of profit according to the adopted annual report 



  1. Resolution to grant discharge of liability to members of the Board of
     Directors and the Executive Group Management Board



  1. Authorisation to acquire treasury shares 



  1. Approval of the remuneration to the Board of Directors for the current
     financial year



  1. Election of members to the Board of Directors and alternates



  1. Election of auditor



  1. Any other business





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Shareholders must request an admission card in order to attend the general
meeting. Admission cards can be obtained by registering electronically through
the Company's shareholder portal,
http://inv.issworld.com/shareholderportal.cfm, or by submitting a completed
registration form to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark.
The request for an admission card must be received no later than on Friday 10
April 2015 at 23:59 (CET). The general meeting is held in English with
simultaneous translation into Danish. 




Elaboration on the items on the agenda, including complete proposals



Item 1: The Board of Directors' report on the Company's activities in the past
financial year 

The Board of Directors recommends that the report on the Company's activities
in 2014 be noted. 



Item 2: Adoption of the annual report for 2014

The Board of Directors proposes that the annual report for 2014 be adopted.



Item 3: Distribution of profit according to the adopted annual report

The Board of Directors proposes that the general meeting approve the Board of
Directors' proposal for distribution of a dividend of DKK 4.90 per share of
nominally DKK 1.00. The proposed dividend distribution is in accordance with
the Company's dividend policy. The remaining net profit for the year is
allocated to retained earnings. 



Item 4: Resolution to grant discharge of liability to members of the Board of
Directors and the Executive Group Management Board 

The Board of Directors proposes that the general meeting grant discharge of
liability to members of the Board of Directors and the Executive Group
Management Board for liability towards the Company in relation to the approved
annual report for 2014. 



Item 5: Authorisation to acquire treasury shares

The Board of Directors proposes that the general meeting authorise the Board of
Directors in the period until 30 April 2016 to approve the Company's
acquisition of treasury shares, on one or more occasions, with a total nominal
value of up to 10% of the share capital of the Company, subject to the
Company's holding of treasury shares after such acquisition not exceeding 10%
of the Company's share capital. The consideration may not deviate by more than
10% from the official price quoted on Nasdaq Copenhagen at the time of
acquisition. 



Item 6: Approval of the remuneration to the Board of Directors for the current
financial year 

The Board of Directors proposes that the remuneration to the Board of Directors
for the current financial year be approved. It is proposed that the Board of
Directors maintain the same remuneration level as for 2014. 



The remuneration structure of the Board of Directors is based on an annual base
fee of DKK 400,000 (the 'Base Fee') to each member of the Board of Directors.
The Chairman of the Board of Directors shall receive 3 times the Base Fee and
the Deputy Chairman shall receive 1.5 times the Base Fee for their extended
duties. 



All members of the Board of Directors who are also members of the committees
established by the Board of Directors shall receive an additional annual fixed
fee as remuneration for their committee work. Members of the Audit and Risk
Committee, Remuneration Committee, Nomination Committee and Transaction
Committee shall receive an annual committee member fee of DKK 150,000, and the
chairman of the Audit and Risk Committee shall receive DKK 400,000 while the
chairman of the Remuneration Committee, Nomination Committee and Transaction
Committee shall receive 2 times the annual committee member fee. 



In addition to the above-mentioned fees, members of the Board of Directors may
receive a per diem allowance when travelling overseas to a board meeting and
may be reimbursed for certain reasonable expenses in relation to performance of
their tasks as board members, and the Chairman may be reimbursed for reasonable
expenses for secretarial services in relation to the duties as Chairman. 



Item 7: Election of members to the Board of Directors and alternates

The members of the Board of Directors elected by the general meeting are
elected for a term of one year pursuant to Article 10.4 of the Articles of
Association. Re-election of board members may take place. Pursuant to the
Articles of Association, the Board of Directors shall consist of not less than
four and not more than eight members elected by the general meeting. 



The Board of Directors proposes to re-elect the following members of the Board
of Directors elected by the general meeting: Lord Allen of Kensington Kt CBE,
Thomas Berglund, Henrik Poulsen and Jo Taylor. In addition hereto, the Board of
Directors proposes to elect Cynthia Mary Trudell and Claire Chiang (full name:
Chiang See Ngoh) as new members of the Board of Directors. Jennie Chua is not
up for re-election due to the age limit in the Company's Articles of
Association. In addition, Morten Hummelmose and Andrew Evan Wolff do not seek
re-election as members of the Board of Directors due to FS Invest II S.à r.l.'s
disposal of all its shares in the Company. 



The Board of Directors furthermore proposes to re-elect Iain Kennedy as
personal alternate for Jo Taylor. 



Please see Appendix 1 for a description of the nominated candidates' and
alternates' qualifications and positions, including information about other
management functions held by the candidates. 



Item 8: Election of auditor

The Board of Directors proposes that Ernst & Young P/S be re-elected as the
Company's auditor. 





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Adoption requirements

All proposed resolutions on the agenda may be passed by a simple majority of
votes cast. 



Share capital and shareholders' voting rights

The Company's nominal share capital is DKK 185,668,226, divided into shares of
DKK 1 each or multiples thereof. Each share of the nominal value of DKK 1
carries one vote. 



The right of a shareholder to attend a general meeting and to vote is
determined on the basis of the number of shares held by the shareholder at the
registration date. The registration date is Wednesday 8 April 2015. 



The shares held by each shareholder are determined at the registration date
based on the number of shares held by that shareholder as registered in the
Company's register of shareholders and on any notification of ownership
received by the Company at the registration date for the purpose of
registration in the Company's register of shareholders, which have not yet been
registered. 



Admission cards

Shareholders who are entitled to attend the general meeting and who wish to
attend the general meeting must request an admission card no later than on
Friday 10 April 2015 at 23:59 (CET). The registration form is available at the
Company's website at http://inv.issworld.com/agm.cfm. Admission cards may be
requested as follows: 

  -- by registering electronically through the Company's shareholder portal at
     http://inv.issworld.com/shareholderportal.cfm or through Computershare A/S'
     website, www.computershare.dk;
  -- by submitting a completed, dated and signed registration form by ordinary
     mail to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax
     on (+45) 45460998, or by e-mailing a scanned version to
     gf@computershare.dk; or
  -- by contacting Computershare A/S; by telephone (+45) 45460997, by e-mail to
     gf@computershare.dk, by fax to (+45) 45460998, or by personal or written
     enquiry to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark.



Proxy

Shareholders may, subject to having requested an admission card (see above),
attend the general meeting in person or by proxy. The proxy form is available
at the Company's website at http://inv.issworld.com/agm.cfm. Proxies must be
received by the Company or Computershare A/S no later than on Friday 10 April
2015 at 23:59 (CET). Proxies may be submitted as follows: 

  -- electronically through the Company's shareholder portal at
     http://inv.issworld.com/shareholderportal.cfm; or
  -- by submitting a completed, dated and signed proxy form by ordinary mail to
     Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax on (+45)
     45460998, or by e-mailing a scanned version to gf@computershare.dk.



Voting by correspondence

Shareholders who are entitled to participate in the general meeting are also
entitled to vote by correspondence. The voting form (which is the same form
used for granting a proxy) is available at the Company's website at
http://inv.issworld.com/agm.cfm. Votes by correspondence must be received by
the Company or Computershare A/S no later than on Tuesday 14 April 2015 at
16:00 (CET). Voting by correspondence may take place as follows: 

  -- electronically through the Company's shareholder portal at
     http://inv.issworld.com/shareholderportal.cfm; or
  -- by submitting a completed, dated and signed voting form by ordinary mail to
     Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark, by fax on (+45)
     45460998, or by e-mailing a scanned version to gf@computershare.dk.



Additional information

Until and including the day of the general meeting, additional information
regarding the general meeting will be available on the Company's website at
http://inv.issworld.com/agm.cfm, including the annual report for 2014,
information on the total number of shares and voting rights on the date of the
notice to convene, and the agenda, including the complete proposals. 



Registration of admission cards at the annual general meeting on 15 April 2015
will open at 15:00 (CET). Coffee, tea and cake will be served before the
general meeting. 



Questions from the shareholders

Shareholders may ask questions to the Board of Directors and the Executive
Group Management Board at the general meeting. Questions regarding the agenda
or other documents for the general meeting may be submitted in writing by
ordinary mail to ISS A/S, Att.: Group General Counsel Bjørn Raasteen,
Buddingevej 197, DK-2860 Søborg, Denmark or by e-mail to
legal@group.issworld.com. 



Language

The annual general meeting will be held in English in accordance with Article
5.6 of the Company's Articles of Association. This entails that representatives
of the Company and the chairman of the annual general meeting will speak and
conduct their presentations in English. Shareholders may choose to speak in
Danish or English. Simultaneous translation into Danish will be available at
the meeting. Headsets will be made available. 



Webcast

The report on the Company's activities by the Chairman of the Board of
Directors and the Group CEO will be webcasted live on the Company's website,
www.issworld.com. The webcast will also be made available on the Company's
website following the general meeting. 



How to get there

Tivoli Hotel & Congress Center, which is located Arni Magnussons Gade 2,
DK-1577 Copenhagen V, Denmark, can be reached by car, by bus or by train.
Parking is available against payment. 



Copenhagen, 23 March 2015





The Board of Directors



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Appendix 1: Board and alternate candidates



Lord Allen of Kensington Kt CBE

First elected in March 2013.
Most recently elected in 2014.
Independent.
Born 1957. British citizen.

Lord Allen is chairman of Global Radio Group (and a member of the board of
directors of seven of its subsidiaries), Boparan Holdings Ltd and 2 Sisters
Food Group Ltd and a member of the board of directors of Grandmet Management
Ltd and Grandmet Development Ltd as well as a partner of Xseqour Partners. In
addition, Lord Allen is chairman of the management board of the British Labour
Party and Join In Trust Ltd and acts as senior advisor to Goldman Sachs Capital
Partners and advisor to Boparan Holdings Ltd and Powerscourt. 

Previously Lord Allen was CEO of Compass as well as chief executive of Granada
Group Plc. and ITV plc and executive chairman of Granada Media Plc. Lord Allen
has also been chairman of EMI Music, a member of the board of directors of
Virgin Media Ltd and Tesco Plc. In addition, Lord Allen was chairman of the
British Red Cross and a member of the London Organising Committee of Olympic
and Paralympic Games as well as vice chairman of the London 2012 Bid Committee
for the Olympic and Paralympic Games. 

Education:
FCMA from Institute of Management Accountants and Honorary Doctorate Degrees
from the University of Salford, the Manchester Metropolitan University and the
Southampton Solent University. 

Competencies:
Professional experience in managing multi industry companies, significant
financial and commercial skills and extensive board experience. 




Thomas Berglund

First elected in March 2013.
Most recently elected in 2014.
Independent.
Born 1952. Swedish citizen.

Thomas Berglund is president and CEO of Capio Holding AB (and holds positions
on the board of directors and/or executive management of 12 of its
subsidiaries). In addition, Thomas Berglund is a member of the executive
management of TA Consulting GmbH. 

Previously Thomas Berglund was president and CEO of Securitas and CEO of Eltel.

Education:
Bachelor of Science in Business administration and Economics from Stockholm
School of Economics. 

Competencies:
Extensive experience in leading and growing international service companies.





Claire Chiang
(full name: Chiang See Ngoh)

New board candidate.
Independent.
Born 1951. Singapore citizen.

Claire Chiang is co-founder of Banyan Tree Hotels & Resorts, senior vice
president of Banyan Tree Holdings Ltd. and chairperson for China Business
Development. Claire Chiang also chairs Banyan Tree Global Foundation Ltd. and
holds executive and non-executive directorships in three subsidiaries and
companies affiliated with Banyan Tree Holdings as well as directorships in four
family holding companies. 

Claire Chiang is a council member of Singapore Chinese Chamber of Commerce and
Industry and holds directorships in the Wildlife Reserves Singapore Pte Ltd,
the Wildlife Reserves Singapore Conservation Fund and the Mandai Safari Park
Holdings. In addition, Claire Chiang serves as chairman or member of several
non-profit organisations. 

Previously Claire Chiang served as a Singapore Nominated Member of Parliament
for two terms (1997-2001). 

Education:
Arts and Social Sciences graduate from University of Singapore and Master of
Philosophy (Sociology) degree from University of Hong Kong. 

Competencies:
Founder and senior management expertise from the hotel and hospitality
industry, international sales and business development experience, broad
entrepreneurial experience, human capital management and development
experience. 





Henrik Poulsen

First elected in August 2013.
Most recently elected in 2014.
Independent.
Born 1967. Danish citizen.

Henrik Poulsen is CEO of DONG Energy A/S and deputy chairman of Danfoss A/S. In
addition, Henrik Poulsen is independent industrial advisor to EQT and is a
member of the board of the Denmark-America Foundation as well as a member of
the Advisory Board of Danske Bank A/S. 

Previously Henrik Poulsen was CEO and president of TDC A/S, operating executive
at Capstone/KKR in London and has held various positions with LEGO, including
executive vice president of Markets and Products. 

Education:
Bachelor of Science in International Business and a Master in Finance and
Accounting, both from Aarhus School of Business. 

Competencies:
International as well as executive management experience from large
international companies. 





Jo Taylor

First elected in August 2012.
Most recently elected in 2014.
Independent.
Born 1961. British citizen.

Jo Taylor is managing director, EMEA of Ontario Teachers' Pension Plan Board
and head of its London office and holds various positions as director and
president in its subsidiaries. In addition, Jo Taylor serves as chairman of the
board of directors of Teodin Holdco AS (and one of its subsidiaries) as well as
a member of the board of directors of Helly Hansen Group AS, Frontier Holdco
Ltd (and three of its subsidiaries), Premier Lotteries UK Ltd (and two of its
subsidiaries), Camelot Business Solutions Ltd (and two of its subsidiaries),
Busy Bees Benefits Holdings Ltd (and five of its subsidiaries) and Jaeger Eins
Holdings Ltd. 

Previously Jo Taylor held a number of non-executive positions with both public
and private companies following a 20-year career at 3i Group Plc, where he was
head of venture, member of the Group Management and Investment Committees and
CEO of a US investment subsidiary. 

Education:
Bachelor of Arts in History from the University of London and a Master of
Science in Business Administration from Manchester Business School. 

Competencies:
Professional experience in investing in international companies, broad
experience within private equity and wide ranging non-executive roles working
with growing companies. 





Cynthia Mary Trudell

New board candidate.
Independent.
Born 1953. US citizen.
Cynthia Trudell is executive vice president, chief human resources officer for
PepsiCo. 

Previously Cynthia Trudell held a number of executive operating and general
management positions with General Motors Corporation and Brunswick Corporation
including president of IBC Vehicles (UK), chairman and president of Saturn
Corporation (US) and president of Sea Ray Group (US). She has also served as a
director of PepsiCo, Canadian Imperial Bank of Commerce and Pepsi Bottling
Group prior to its acquisition by PepsiCo. 

Education:
Bachelor of Science (Chemistry) from the Acadia University (Nova Scotia),
Doctorate (Physical Chemistry) from the University of Windsor (Ontario),
Honorary Doctor of Laws degree from the University of Windsor (Ontario),
Honorary Doctor of Science degree from the Acadia University (Nova Scotia),
Honorary Doctor of Science degree from the Ryerson University (Ontario) and
Honorary Doctor of Science degree from the University of New Brunswick. 

Competencies:
Executive operating and general management experience with global operations in
the durable goods and consumer products industries, human capital management
and strategy development, and diverse board experience. 





Personal alternate to Jo Taylor



Iain Kennedy

First elected as alternate in February 2014.
Independent.
Born 1969. British citizen.

Iain Kennedy is a director, Direct Investing for Ontario Teachers' Pension Plan
Board (OTPP) in London. As a representative of OTPP, Iain Kennedy serves as a
member of the board of directors of Acorn Care and Education, the Lowell Group,
the Bridon Group and Busy Bees, as well as a number of holding and subsidiary
companies related to the above. 

Previously, Iain Kennedy held a number of non-executive positions with private
companies during a private equity career at Duke Street, where he was a partner
and member of the Investment Committee, and Gresham Private Equity. 

Education:
Master of Arts in Politics, Philosophy and Economics from the University of
Oxford and Chartered Accountant (ACA ICAEW). 

Competencies:
Professional experience in investing in international companies, broad
experience within private equity and wide ranging non-executive roles working
with growing companies. 



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For media enquiries:

Manuel Vigilius, Global Media Relations Manager, +45 38 17 64 04

For investor enquiries:

Nicholas Ward, Head of Group Investor Relations, +45 38 17 62 51

Martin Kjær Hansen, Investor Relations Manager, +45 38 17 64 31

                                                                                

About ISS                                                                       
The ISS Group was founded in Copenhagen in 1901 and has grown to become one of  
 the world's leading facility services companies. ISS offers a wide range of    
 services such as: Cleaning, Catering, Security, Property and Support Services  
 as well as Facility Management. Global revenue amounted to DKK 74.1 billion in 
 2014 and ISS as more than 510,000 employees and activities in more than 75     
 countries across Europe, Asia, North America, Latin America and Pacific,       
 serving thousands of both public and private sector customers. For more        
 information on the ISS Group, visit www.issworld.com.                          

ISS A/S, ISIN DK 0060542181

ISS Global A/S, ISIN XS1145526585, ISIN XS1145526825
News Source: NASDAQ OMX



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2015-03-23 Dissemination of a Corporate News, transmitted by DGAP - a
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Language:    English       
Company:     ISS A/S       
 
 
             Denmark       
ISIN:        DK0060294858  
 
 
End of News    DGAP News-Service  
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336361 2015-03-23