Translation
This text has been prepared in Danish and in English. In case of discrepancies,
the Danish text will prevail.
Company Announcement No. 14/2010
9 April 2010
Notice and complete agenda
Annual General Meeting
of
Capinordic A/S
Strandvejen 58
2900 Hellerup
Denmark
Central Business Register No.: 13 25 53 42
Wednesday 21 April 2010 at 12:30 p.m.
at Gentofte Hotel, the Gentofte Room,
Gentoftegade 29, 2820 Gentofte, Denmark
Agenda
1. Presentation of chairman of the meeting
2. Submission of the audited annual report for approval
3. Discharge of the Company's management from liability
4. Resolution on distribution of profit or cover of loss
5. Any proposals from the Board of Directors or the shareholders
a. The Board of Directors proposes that it be granted authority to resolve on
the distribution of extraordinary dividends in accordance with section 182 of
the Danish Companies Act. Pursuant to the rules of the new Companies Act, such
authority will not be inserted into the Articles of Association of the
Company.
b. The Board of Directors proposes that, for the period until 20 April 2015, it
be authorised to have the Company acquire treasury shares within an aggregate
nominal value of a total of 10 per cent of the share capital of the Company at
any time, see section 198 of the Companies Act. The purchase price may not
deviate by more than 10 per cent from the share price quoted on Nasdaq OMX
Copenhagen at the time of acquisition.
c. The Board of Directors proposes a number of amendments to the Articles of
Association as a consequence of the adoption of the new Companies Act (Act No.
470 of 12 June 2009) and as an element of a general updating of the Articles of
Association. The proposed amendments to the Articles of Association are as
follows:
i. Amendment of Article 1.2 - The provision is deleted.
ii. Amendment of Articles 3, 5 and 6 - The words “VP Securities Services” are
deleted and replaced by “VP Securities A/S”.
iii. Amendment of Article 6.3 - The provision is deleted.
iv. Amendment of Article 10 - The words “section 65b of the Danish Companies
Act” are deleted and replaced by “section 92 of the Danish Companies Act”.
v. Amendment of Article 10B - The provision is deleted.
vi. Amendment of Article 11.3 - New paragraph is inserted as follows: “The
Board of Directors must convene the annual and extraordinary general meetings
of the Company with a notice of no more than 5 weeks and no less than 3 weeks.
Notice of the meeting will be made on the Company's website. However, the
Company must send a written notice to those of the shareholders recorded in the
Company's register of shareholders having so requested.”
vii. Amendment of Article 11.4 - New paragraph is inserted as follows: “The
notice of the meeting must state the date and place of the general meeting and
be accompanied by an agenda stating the business to be transacted. If a
proposal to amend these Articles of Association is to be transacted at the
general meeting, the notice must set out the main contents of the proposed
resolution.”
viii. Amendment of Article 11.5 - New paragraph is inserted as follows:
“Extraordinary general meetings must be convened when, for the transaction of a
specific issue, a written request is made by shareholders holding at least 5%
of the share capital or by two members of the Board of Directors or by the
Company's auditor.”
ix. Amendment of Article 11.6 - New paragraph is inserted as follows: “To be
transacted at the annual general meeting, proposals from shareholders must be
submitted to the Board of Directors no later than 6 weeks before the general
meeting. If the Board of Directors receives such request later than 6 weeks
before the general meeting, the Board of Directors will decide whether or not
to include the proposal in the agenda.”
x. Amendment of Article 11.7 - New paragraph is inserted as follows: “Unless
the Companies Act prescribes a shorter notice, the following documents and
information must be made available to the shareholders on the Company's website
no later than 3 weeks before the general meeting:
(i) the notice convening the general meeting;
(ii) the total number of shares and voting rights at the date of the notice
convening the meeting;
(iii) the documents to be submitted to the general meeting;
(iv) the agenda and the complete proposals; and
(v) the standard forms to be used if shareholders are to be represented by
proxy or to vote by post unless such forms are sent directly to the
shareholders. Where, for technical reasons, such forms cannot be made available
on the Company's website, the Company must state on its website how paper-based
forms may be obtained. In that case, the Company will send the forms to all
shareholders making a request to that effect.”
xi. Amendment of Article 11 - New paragraph 8 is inserted as follows: “No later
than 8 weeks before the date of the proposed annual general meeting, the Board
of Directors must publish the date of the proposed general meeting and the date
by which the shareholders must submit their requests if they wish a particular
issue to be included in the agenda.”
xii. Amendment of Article 13.1 - New paragraph is inserted as follows:
“Shareholders who have acquired an admission card at least 3 days before the
general meeting are entitled to attend the meeting. The Company will issue
admission cards to shareholders holding shares in the Company at the
registration date; see Article 14.3. The admission card will carry information
on the number of votes that the shareholder is entitled to cast.”
xiii. Amendment of Article 14 - The following paragraphs are inserted as
paragraphs 2-8: “Each shareholder is entitled to attend and vote at the
Company's general meetings or to vote by post; see Article 14.4, on the basis
of the shares held by the shareholder at the registration date as defined in
Article 14.3. No sale or acquisition of shares taking place in the period
between the registration date and the date of the general meeting will affect
the shareholder's voting rights at the general meeting or the shareholder's
right to vote by post.
The registration date is the date 1 week before the general meeting. The shares
held by the individual shareholder are stated at the registration date on the
basis of the shares recorded in the Company's register of shareholders and any
notice of ownership accompanied by proper documentation given to the Company by
a shareholder for the purpose of having his shareholding recorded in the
Company's register of shareholders where such shareholding has not yet been
recorded in the register.
Instead of casting their votes at the general meeting, the shareholders are
entitled to vote by post. Shareholders electing to vote by post must send their
postal vote to the Company, by ordinary post or by email, in time for the vote
to reach the Company no later than 1 day before the general meeting. A postal
vote received by the Company cannot be withdrawn.
Before the general meeting, the shareholders are entitled to ask questions
relating to the agenda and the other material to be considered at the general
meeting. Such questions must reach the Company no later than 8 days before the
general meeting. The right to ask questions before the general meeting does not
affect the shareholders' right to ask questions at the general meeting.
The shareholders are entitled to be represented at general meetings by a proxy
submitting a written and dated instrument of proxy. Such proxy instruments are
not subject to any restrictions as regards term or otherwise. This does not
apply to the term of proxy instruments issued to the Company's management, as
such instruments cannot be issued for terms exceeding 12 months, and such
instruments must be given for a particular general meeting having an agenda
already known before the meeting.
The shareholder issuing the proxy instrument is entitled at any time to revoke
the instrument in writing.
Any shareholder or proxy attending a general meeting is entitled to be
accompanied by an advisor.”
xiv. Amendment of Article 17 - The following paragraphs are inserted as
paragraphs 2 and 3: “All resolutions must be entered into the minute-book.
No later than 2 weeks after the general meeting, the minute-book or a certified
transcript of the minute-book must be made available to the Company's
shareholders.”
xv. Amendment of Article 17 - The following paragraphs are inserted as
paragraphs 4-6: “In respect of each resolution, the minute-book must include
detailed information on the casting of votes, including information on (i) the
number of shares in respect of which valid votes have been cast; (ii) the part
of the share capital represented by such votes; (iii) the total number of valid
votes; (iv) the number of votes cast in favour and against each
proposed resolution; and (v) the number of shares in respect of which votes
have not been cast.
If no shareholder wishes to receive detailed information on the casting of
votes; see Article 17.4, the minute-book only needs to include the voting
result of each proposed resolution.
The voting results must be published on the Company's website no later than 2
weeks after the general meeting.”
xvi. Amendment of Article 22 - It is specified that the joint Board of
Directors may bind the Company.
xvii. Amendment of Article 26 - the words “section 69b(2) of the Danish Public
Companies Act” are deleted and replaced by “section 139 of the Danish Companies
Act”.
6. Election of Board of Directors
7. Election of auditor
a. The Board of Directors proposes election of Statsautoriseret
Revisionsaktieselskab KPMG.
8. Any other business.
Adoption of the proposals stated under agenda items 5.c(iv), (vi), (vii),
(viii), (x), (xii), (xiii), (xiv) and (xvii) requires one shareholder's vote in
favour, see section 55(3) of the Executive Order on Partial Entry into Force of
the Act on Public and Private Limited Companies (the Companies Act). Adoption
of the proposals under agenda items 5.c(i), (ii), (iii), (v), (ix), (xi), (xv)
and (xvi) requires a majority in favour of at least two-thirds of the votes
cast and of the voting capital represented at the general meeting. The other
proposals, that is, agenda items 1-4 and items 5a and 5b may be adopted by
simple majority. The agenda, the notice convening the annual general meeting,
the complete proposals of the Board of Directors, including the proposed new
Articles of Association, information on the total number of shares and voting
rights at the date of the notice convening the general meeting and the complete
and unabridged text of the Annual Report of the Company are available at the
Company website, www.capinordic.com. The above material will be sent to any
shareholder recorded by name having so requested.
Questions:
Shareholders may ask the Company Management written questions relating to the
agenda or to documents, etc., for use at the general meeting. Questions must be
sent to the Company's address, P.O. Box 69, Strandvejen 58, 2900 Hellerup,
Denmark, for the attention of Annette Juhl Ellgaard.
Particulars about the share capital:
The share capital of the Company amounts to fifty-nine million four hundred and
forty-five thousand one hundred and thirty Danish kroner (DKK 59,445,130)
divided into shares of DKK 0.50 each registered with VP Securities A/S,
corresponding to one hundred and eighteen million eight hundred and ninety
thousand two hundred and sixty (118,890,260) shares of DKK 0.50 each. 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. Pursuant to Article 14 of the
Articles of Association, it is a condition for exercising the voting rights of
shares acquired by transfer that the shareholder has had the shares registered
in the register of shareholders or has notified and proved his acquisition of
the shares on or before the date when the notice convening the general meeting
is displayed in the electronic information system of the Danish Commerce and
Companies Agency.
Admission cards and proxies:
Shareholders must have an admission card in order to attend the annual general
meeting. Admission cards for the general meeting may be ordered until on 16
April 2009 at 4:00 p.m. by written request to Capinordic A/S, P.O. Box 69,
Strandvejen 58, 2900 Hellerup, Denmark, for the attention of Annette Juhl
Ellgaard. The request must include information on VP account No. or name and
address of the owner of the custody account. After this time, admission cards
can no longer be ordered. Any advisors to the shareholder must also obtain
admission cards for the annual general meeting by written request stating their
names by the same time limit.
Shareholders may attend by proxy. The proxy form is available at
www.capinordic.com, where it is also possible to submit the proxy form
electronically. The proxy form, filled in and signed, must have been received
by the Company by 16 April 2010 at 4:00 p.m.
Copenhagen, 9 April 2010
Board of Directors
For further information, please contact:
Henrik Vad, Group CEO
+45 8816 3000
+45 8816 3213
info@capinordic.com
