Codan A/S - ID code 1028863 - 8
To the shareholders
Notice is hereby given that the Annual General Meeting of Codan A/S will be held
on Wednesday 11 April 2007 at 4 p.m. at Codanhus, Gammel Kongevej 60, DK-1790
Copenhagen V for the following purposes:
a.Report on the business of the Company for the year ended 31 December 2006.
b.Presentation of the consolidated financial statements.
c.Adoption of the Annual Report and discharge of the Board of Directors and the
Board of Management from their obligations.
d.Proposal for the appropriation of profit or treatment of loss, including any
payment of dividend to the shareholders.
e.Consideration of special proposals from the Board of Directors or the
shareholders.
See proposals from the Board of Directors below.
f.Election of Directors.
The Board of Directors proposes to elect Mr Paul Whittaker as new Director as
Mr Ole T. Krogsgaard does not stand for re-election. The Board of Directors
further proposes to re-elect the other Directors, Mr Vagn Ove Sørensen, Mr Björn
Bergman, Mr Anthony P. Latham, Mr Simon P.G. Lee, Mr Niels Chr. Nielsen, Mr
Richard Rudolf Sand and Mr Björn Wolrath.
Mr Paul Whittaker, (b. 1959) Chief Executive Officer for Emerging Markets in
Royal & SunAlliance Insurance Group plc. Resident in London England. Member of
the Board of Directors of Royal and Sundaram Alliance Insurance Company Limited.
Particulars of the other Directors are set out in the Annual Report for 2006,
which is available on the Company's website.
g.Appointment of auditors.
The Board of Directors proposes to appoint Deloitte Statsautoriseret
Revisionsaktieselskab.
h.Authorisation of the Chair.
i.Other business.
Under item e of the agenda, the following resolutions will be proposed:
i) Proposal from the Board of Directors to delete Articles 3 a and 3 b of the
Articles of Association.
The Board of Directors proposes that Articles 3 a and 3 b be deleted, as the
authorisations set out therein have expired.
ii) Proposal to authorise the Board of Directors to make extraordinary dividend
payments.
The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to make extraordinary dividend payments. This authorisation
shall be included as a new Article 3 a in the Articles of Association.
iii) Proposal to amend Article 18 of the Articles of Association on external
auditors
The Board of Directors proposes that the external auditors of the Company be
appointed for one year at a time, and that the appointment of auditors be a
permanent item on the agenda of the Annual General Meeting. The Board of
Directors furthermore proposes that the Annual Report of the Company be endorsed
by the external auditors only. It is proposed to amend Article 18(1) and (2) as
follows:
“18. The Company's Annual Report shall be audited by one or two state-authorised
public accountants.
The auditors, who must fulfil the requirements for the audit of insurance
companies, are appointed by the General Meeting for one year at a time. The
auditors may be reappointed.”
iv) Proposal to amend Article 11 of the Articles of Association regarding the
agenda for the Annual General Meeting
The Board of Directors proposes that the agenda for the Annual General Meeting
be amended to treat the consolidated financial statements and the Annual Report
for the Company as one item. A new item on the appointment of auditors is added.
It is proposed to amend Article 11 of the Articles of Association as follows,
the wording of the Article being modernised as set out below:
”11. The agenda for the Annual General Meeting shall comprise the following:
a.The Board of Directors' report on the business of the Company during the past
year.
b.Adoption of the Annual Report and discharge of the Board of Directors and the
Board of Management from their obligations.
c.Appropriation of profit or treatment of loss according to the adopted Annual
Report.
d.Election of Directors.
e.Appointment of auditors.
f.Any proposals from the shareholders or the Board of Directors.
g.Other business.”
v) Proposal to delete Article 22 of the Articles of Association regarding the
winding up of the Company.
The Board of Directors proposes that Part VI of the Articles of Association, and
consequently Article 22 regarding the winding up of the Company, be deleted.
Consequently, any winding up of the Company would take place in accordance with
the general rules of Danish law.
vi) Proposal to reduce the share capital of the Company by cancelling own
shares.
The Board of Directors proposes that the Company's share capital be reduced by a
nominal amount of DKK 44,256,500 by cancelling 2,212,825 own shares. The total
acquisition price of own shares to be cancelled amounts to DKK 999,973,459. The
capital reduction is carried out in accordance with the provisions of Part 7 of
the Danish Companies Act and is considered as having been paid out to the
shareholders, cf. Section 44a(1)(ii).
vii) Proposal regarding authorisation to acquire own shares.
As in previous years, the Board of Directors proposes that the Annual General
Meeting authorises the Company to acquire own shares, one or more times during
the period from 11 April 2007 to 1 May 2008, of a nominal value of up to 10 per
cent of the Company's share capital. The shares may be acquired at a price equal
to the market price at the time of acquisition, plus or minus 10 per cent.
***
According to Article 12(2) of the Articles of Association, the approval of
proposals under item e (i)-(vi) of the Agenda requires a majority of at least
two thirds of the votes cast, as well as at least two thirds of the voting share
capital represented at the General Meeting. The approval of the proposal under
item e (vii) requires simple majority.
***
The agenda and Annual Report for 2006 will be available for inspection at the
registered office of the Company as from 19 March 2007. The notice convening the
Annual General Meeting will be sent to the Company's registered shareholders.
The complete resolutions to be proposed at the Annual General Meeting will be
available for inspection at the registered office of the Company not later than
eight days before the Annual General Meeting. The Annual Report can be
downloaded from Codan's website, www.codan.dk, under “Investor UK”.
Shareholders holding an attendance card will be entitled to attend and vote at
the General Meeting upon presentation of proper evidence of authority. The
attendance request form can be downloaded at Codan's website, www.codan.dk under
“Investor UK / Annual General Meetings” or may be ordered by calling Aktiebog
Danmark A/S, Kongevejen 118, 2840 Holte from 19 March - 10 April 2007.
Shareholders attending the Annual General Meeting in person, may order admission
card and voting card at www.codan.dk under “Investor / Annual General Meetings”.
Copenhagen, 19 March 2007
Board of Directors
