Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
Company Announcement No. 5/2009
8 April 2009
Notice and complete agenda Annual General Meeting
of
Capinordic A/S
Strandvejen 58
2900 Hellerup
Denmark
Central Business Register No.: 13 25 53 42
Tuesday 21 April 2009 at 12.30 pm
at the Copenhagen Admiral Hotel, Toldbodgade 24-28, 1253 Copenhagen K, Denmark
Agenda
1. Presentation of chairman of the meeting
2. Submission of the audited 2008 Annual Report for approval
3. Discharge of the Company's Management from liability
4. Proposed resolution on distribution of profit or cover of loss
5. Proposed resolutions from the Supervisory Board:
a. Renewal of authority to resolve on the distribution of extraordinary
dividends.
The Supervisory Board proposes that it be granted authority to resolve on the
distribution of extraordinary dividends in accordance with the rules of the
Danish Public Companies Act. The authority will be inserted into Article 10 B
of the Company's Articles of Association with the following wording:
‘The Supervisory Board is authorised to resolve on the distribution of
extraordinary dividends in accordance with the rules of the Danish Public
Companies Act.'
b. Authority to purchase own shares.
The Supervisory Board proposes that it be authorised, for the period until next
year's Annual General Meeting, to allow the Company to purchase up to 10 per
cent of the shares in the Company at the market price for shares in the Company
applicable at the time of acquisition with a deviation of up to 10 per cent.
c. Election of I-nvestor A/S to keep the Register of Shareholders.
The Supervisory Board proposes that I-nvestor A/S be elected to keep the
Register of Shareholders of the Company. Accordingly, it is proposed to insert
a new Article 3 B into the Articles of Association, worded as follows:
‘I-nvestor A/S, Kongevejen 418, 2840 Holte, Denmark, shall keep the Register of
Shareholders of the Company.'
6. Election of Supervisory Board
The Supervisory Board proposes election of Lennart Andersson and Daniel
Grossmann to the Supervisory Board of the Company, Lars Öijer resigning from
the Supervisory Board at the same time.
The Supervisory Board proposes re-election of the other members of the
Supervisory Board.
7. Election of auditors
The Supervisory Board proposes re-election of PricewaterhouseCoopers
Statsautoriseret Revisionsaktieselskab.
8. Any other business
---ooOoo---
The share capital of the Company amounts to fifty-nine million four hundred
forty-five thousand one hundred and thirty Danish kroner (DKK 59,445,130)
divided into shares of a nominal value of DKK 0.50 each and registered with VP
Securities Services(Værdipapircentralen), corresponding to one hundred and
eighteen million eight hundred and ninety thousand two hundred and sixty
(118,890,260) shares of a nominal value of DKK 0.50. The share capital has been
fully paid up. Each nominal share amount of DKK 0.50 entitles the holder to one
vote at general meetings. Please direct any questions concerning dividends and
shareholders' exercise of financial rights to Capinordic Bank A/S, Strandvejen
58, P.O. Box 69, 2900 Hellerup, Denmark.
For adoption of the resolution proposed in item 5.c, the resolution must be
carried by at least two thirds of both the votes cast and of the voting share
capital represented at the Annual General Meeting.
The voting rights of shares acquired by transfer are conditional upon the
shareholder having had the shares registered in the Register of Shareholders or
having notified and proved his acquisition on or before the date of the notice
convening the general meeting displayed in the electronic information system of
the Danish Commerce and Companies Agency.
Admission cards for the Annual General Meeting may be ordered until 4:00 p.m.
on 17 April 2009 by written request to Capinordic A/S, P.O. Box 69, Strandvejen
58, 2900 Hellerup, Denmark, for the attention of Katrine Hoff. The request must
include information on VP account No. or name and address of the owner of the
custody account. Any advisors to shareholders must also obtain admission cards
for the Annual General Meeting by written request stating their names by the
same time limit.
A notice of attendance form and a proxy form for the Annual General Meeting may
be downloaded from the Company's website, www.capinordic.com.
Candidates up for election to the Supervisory Board:
Claus Ørskov
Claus Ørskov is an attorney entitled to appear before the Supreme Court. He has
been a member of the Supervisory Board of Capinordic A/S since 15 March 2005
and was reelected most recently in 2008.
Claus Ørskov is a member of the supervisory boards of:
• Aktieselskabet af 01.09.1979
• Aktieselskabet Hemiba
• Aktieselskabet Nordsjællands Ejendoms- Aktie- Fonds- og Financieringsselskab
• CHA Furniture A/S
• HTI-Import og Handel A/S
• ICG Holding A/S
• Investerings-aktieselskabet Ryba
• Irlund Invest A/S
• ITH Finans A/S
• ITH Træindustri A/S
• Puget-Vergie A/S
• Renewagy A/S
• Scandinavian Securities A/S
• Capee Holding Danmark A/S
• Foreningen Capinordic Europæiske Ejendomme F.M.B.A.
Mr Ørskov is also a member of the executive boards of:
• Aktieselskabet Nordsjællands Ejendoms- Aktie- Fonds- og Financieringsselskab,
CEO
• Investerings-aktieselskabet Ryba, CEO
• Aktieselskabet Hemiba, CEO
• Irlund Invest A/S, Director
Frédéric de Mevius
Frédéric de Mevius holds a B.A. in economics and has been a member of the Board
of Directors of InBev NV/SA and an Executive Director at Lehman Brothers in New
York and London. He has been a member of the Supervisory Board since 17 April
2008. He is the CEO of Verlinvest SA and is currently mandated as director,
managing director and/or member of the supervisory boards of a number of
companies in which Verlinvest SA or one of its subsidiaries has invested.
Frédéric de Mevius is mandated as director, managing director and/or member of
the supervisory boards of:
• SiegCo SA
• Verlinvest BV
• Armonea SA
• Legsa SA
• All Market Inc.
• Hint Inc.
• Sambazon Inc.
• CDH Développement SA
• Orpar SA
• Spa & Salon International Limited
• Eugenie SA
• Eugénie Patri Sébastien SA
• HLF SPRL
• Le Domaine de la Falize SA
• Agrabio SPRL
• Duomos SPRL
• Fiwep SA
• Merifin Europe SA
• Patria SA
Ole Vagner
Ole Vagner has had an extensive career in the financial sector, including the
position as Bank Manager of SJL-Banken/Almindelig Brand Bank. He has been a
member of the Supervisory Board since 20 June 2006 and was re-elected most
recently in 2008.
In addition, he is the founder and former Group CEO of Keops A/S.
Ole Vagner is a member of the supervisory boards of:
• Center Syd A/S
• Copenhagen Residential A/S
• Domino Norrköping A/S
• Handels- og Investeringsselskabet Hegedal A/S
• Helgstrand Dressage A/S
• HFI Holding A/S
• HFI-Invest A/S
• Højhuset Mørkhøj A/S
• Kefren A/S
• Kefren DK Holding I A/S
• Lomax A/S
• NCOM A/S
• Nordicom A/S
• Tellusborgvägen Holding A/S
• Timotejen Holding A/S
Mr Vagner is also a member of the executive boards of:
• Handels- og Investeringsselskabet Hegedal A/S, CEO
• HFI Holding A/S, Director
• HFI-Invest A/S, CEO
• Kefren A/S, CEO
• Kefren DK Holding I A/S, CEO
• NCOM A/S, CEO
• Tellusborgvägen Holding A/S, CEO
• Timotejen Holding A/S, CEO
• Vagner Holding A/S, Director
Lennart Andersson
Lennart Andersson has had a long career in the financial sector and has in-depth
knowledge of the Swedish financial market and the Capinordic Group. He is now a
member of the supervisory boards of various Swedish companies.
Lennart Andersson is a member of the supervisory boards of:
• CGU Life AB
• Revert AB
• Nordisk Fondservice AB
• Monetar Pensionsförvaltning AB
• Capinordic Asset Management AB
• Nordic Brokers Association AB
• Brokerage Invest Luxembourg
Daniel Grossmann
Daniel Grossmann holds a degree in law and has had a career in both the legal
and the financial sectors, working as a lawyer for Allan & Overy in Belgium and
as Investment Manager for G Partners in London. Since 2007, he has been
attached to Verlinvest SA.
Daniel Grossman is mandated as director, managing director and/or member of the
supervisory boards of:
• Cofintra SA
• Armonea SA
• Next! Consulting SPRL
The agenda and the audited 2008 Annual Report signed by the Executive and
Supervisory Boards, as well as the complete proposals, will be available for
inspection at the Company's offices at Strandvejen 58, 4th floor, 2900
Hellerup, Denmark, from 8 April 2009 and on the Company's
website,www.capinordic.com.
Copenhagen, 8 April 2009
Supervisory Board
For further information, please contact:
Lasse Lindblad, CEO
+45 8816 3000
+45 4094 0708
info@capinordic.com
