Announcement No. 5-2007
29 March 2007
Notice convening the Annual General Meeting of Danware A/S
Pursuant to article 5 of the articles of association, notice is hereby given
that the Annual General Meeting of Danware A/S will be held on Tuesday, 24 April
2007, at 13.00 at the Danish Centre for Architecture, Strandgade 27B, DK-1401
Copenhagen K, Denmark.
Agenda:
1. The Board of Directors' report on the company's activities during the past
year.
2. Presentation of the audited annual report for adoption.
3. The Board of Directors' proposal for the application of profit in accordance
with the annual report as adopted.
4. Resolution to discharge the Board of Directors and the Management Board from
liability.
5. Election of members of the Board of Directors.
The Board of Directors proposes that the current directors: Ib Kunøe, Claus
True Hougesen, Peter Grøndahl and Henning Hansen, all be reelected
6. Appointment of auditors.
The Board of Directors proposes re-appointment Mortensen og Beierholm
Statsautoriseret Revisionsaktieselskab (formerly Andersen, Hübertz Kirkhoff)
7. The Board of Directors' proposal that its authorisation to purchase shares
in the company up to 10% of the company's share capital be renewed.
8. The Board of Directors' proposed amendments to the articles of association:
A:Proposal to amend article 1(2) as a result of the merger of the
municipalities of Birkerød and Søllerød.
B:Proposal to amend article 3(4) because the previous registrar, Danske Bank,
has divested its registrar's business.
C:Proposal to cancel article 4 as the time limit for exercising the
authorisation provided in this article has expired.
D:Proposal to renumber article 4 A as article 4 and to make consequential
changes in the final paragraph of the provision in consequence of the
cancellation of article 4.
E:Proposal to cancel article 7(3)(4), because a shareholder has indicated a
preference that the provision requiring a resolution to discharge the Board of
Directors and the Management Board from liability be deleted.
9. Any other business.
The agenda, the proposed resolutions set out verbatim and the audited annual
report for 2006 will be available for inspection by shareholders at the
company's offices at Bregnerødvej 127, DK-3460 Birkerød from 10 April 2007.
According to article 11 of the articles of association, adoption of the
resolutions proposed under item 8 above is subject to at least 50% of the share
capital being represented at the general meeting and the resolutions being
adopted by not less than two-thirds of the votes cast as well as of the voting
share capital represented at the general meeting. In case less than 50% of the
share capital is represented at the general meeting, and the resolution is
adopted by not less than two-thirds of the votes cast as well as of the voting
share capital represented at the meeting, another general meeting may be called
within 14 days after the general meeting. At the new general meeting, the
resolution can be adopted by not less than two-thirds of the votes cast as well
as of the voting share capital represented at the general meeting.
All shareholders having obtained an admission card not later than Thursday, 19
April 2007 shall be entitled to attend the extraordinary general meeting.
Admission cards may be requested at the Company's address or at the Company's
website, www.danware.dk, from Friday, 30 March 2007 until Thursday, 19 April
2007, both days inclusive.
Copenhagen, 29 March 2007
The Board of Directors of Danware A/S:
Contact
Peter Grøndahl, CEO, tel. +4590 2525, e-mail pg@danware.dk
Danware's core business is to develop and market software products based on the
NetOp core technology - a technology enabling swift, secure and seamless
transfer of screens, sound and data between two or more computers. The company's
three product areas are Desktop Management, Education and Security. The core
product in Desktop Management, NetOp Remote Control, enables remote control of
one or more computers from another computer. NetOp School, the core product in
Education, is a software application for computer-based classroom teaching. The
Security business products are NetOp Desktop Firewall and NetOp Netfilter. All
are plug ‘n play products offering extensive functionality, flexibility and
user-friendliness. Danware's products are sold in more than 80 countries. In
2006, the company generated revenue of approximately DKK 98m. Danware's shares
are listed on the Copenhagen Stock Exchange (ticker DANW) and are a component of
the Small Cap+ index.
Translation In the event of any inconsistency between this document and the
Danish language version, the Danish language version shall be the governing
version.
Complete proposals to be submitted for adoption by the
Annual General Meeting of Danware A/S
to be held on Tuesday, 24 April 2007 at 13.00
Re 3: The Board of Directors proposes that DKK 9,626,070.00, equivalent to DKK
2.50 per share, be distributed as dividend to the shareholders.
Re 7: The Board of Directors proposes that the shareholders renew the authority
granted to the Board of Directors at the annual general meeting held in 2006 to
purchase shares in the company. The proposal reads as follows:
“The Board of Directors shall be authorised to acquire shares in the company up
to a nominal value of 10% of the company's issued share capital, cf. section 48
of the Danish Public Companies Act. The authorisation shall be valid until the
next annual general meeting. The consideration for acquisition of shares in the
company shall not deviate by more than 10% from the buying price quoted by the
Copenhagen Stock Exchange at the time of purchase. The buying price quoted by
the Copenhagen Stock Exchange shall be understood to be the closing price - all
trades as at 5:00 p.m.”
Re 8 A: The Board of Directors proposes to amend article 1(2) of the articles of
association as a result of the merger of the municipalities of Birkerød and
Søllerød to form the Municipality of Rudersdal. Accordingly, the Company's
registered office is now in the Municipality of Rudersdal.
It is proposed that article 1(2) be amended from:
“The Company's registered office is situated in the Municipality of Birkerød.”
to read as follows
“The Company's registered office is situated in the Municipality of Rudersdal.”
Re 8 B: The Board of Directors proposes to amend article 3(4) because the
previous registrar, Danske Bank, has divested its registrar's business.
Effective 1 June 2006, VP Securities Services (Værdipapircentralen) A/S,
Helgeshøj Allé 61, DK-2630 Taastrup acquired Danske Bank A/S's and Nordea Bank
A/S's registrar's businesses. As a result, the Board of Directors proposes that
Article 3(4) be amended from:
“The Company's registrar is Danske Bank A/S”.
to read as follows
“The Company's registrar is VP Securities Services (Værdipapircentralen) A/S”.
Re 8 C: The Board of Directors proposes to cancel article 4, as the time limit
for exercising the authorisations provided in this provision has expired.
Re 8 D: The Board of Directors also proposes that article 4 A be renumbered to
article 4 as a result of the cancellation of article 4, and that consequential
changes be made in the final paragraph of the provision in light of the
renumbering.
It is proposed that article 4 A(8) be amended from:
“The Board of Directors shall be authorised to make such changes to this article
4 A as may be necessary as a result of any capital increase(s), including to
cancel this article 4 A when the authority has been fully utilised or has
expired.”
to read as follows
“The Board of Directors shall be authorised to make such changes to this article
4 as may be necessary as a result of any capital increase(s), including to
cancel this article 4 when the authority has been fully utilised or has
expired.”
Re 8 E: On the basis of preferences indicated by a shareholder at the 2006
annual general meeting, the Board of Directors proposes that item 4 under
article 7(3) be cancelled and that items 5 thru 8 be renumbered to items 4 thru
7. It is proposed that article 7(3) be amended from:
“1.The Board of Directors' report on the company's activities during the past
year.
2.Presentation of the audited annual report for adoption.
3.The Board of Directors' proposal for the application of profit in accordance
with the annual report as adopted.
4.Resolution to discharge the Board of Directors and the Management Board from
liability.
5.Election of members to the Board of Directors.
6.Appointment of auditors.
7.Any resolutions proposed by the Board of Directors or the shareholders.
8.Any other business.”
to read as follows
“1.The Board of Directors' report on the company's activities during the
past year.
2.Presentation of the audited annual report for adoption.
3.The Board of Directors' proposal for the application of profit in accordance
with the annual report as adopted.
4.Election of members to the Board of Directors.
5.Appointment of auditors.
6.Any resolutions proposed by the Board of Directors or the shareholders.
7.Any other business.”
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All shareholders having obtained an admission card not later than Thursday, 19
April 2007 shall be entitled to attend the extraordinary general meeting.
Admission cards may be requested at the Company's address or the Company's
website, www.danware.dk from Friday, 30 March 2007 until Thursday, 19 April
2007, both days inclusive.
Copenhagen, 29 March 2007
The Board of Directors of Danware A/S
