Alm. Brand A/S - Ordinary General Meeting 26 April 2007
With reference to the information obligations for issuers of listed securities
on the Danish Stock Exchange we enclose the agenda and complete proposals of
the annual general meeting to be held on 26 April 2007.
Please direct any questions regarding this announcement to Søren Boe Mortensen,
Chief Executive, on tel. +45 35 47 47 47.
Yours sincerely
Alm. Brand A/S
Søren Boe Mortensen
CE
ALM. BRAND A/S
AGENDA AND COMPLETE PROPOSALS
AGENDA
At the Annual General Meeting to be held on Thursday 26 April 2007 at 11:00
a.m. at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300
Copenhagen S, the following business will be transacted, see Article 6 of the
Articles of Association:
a. Presentation of the annual report for adoption and a resolution to discharge
the Board of Directors and the Management Board from liability.
b. Resolution on the distribution of profit or the treatment of loss according
to the adopted annual report.
c. Authorisation to acquire treasury shares.
d. Election of members to the Board of Directors and their alternates.
e. Appointment of auditors.
f. Proposals from the Board of Directors:
1. Reduction of the company's share capital by DKK 120,000,000 from DKK
1,788,000,000 to DKK 1,668,000,000 for the purpose of distribution to the
shareholders by cancellation of the company's holding of treasury shares. The
holding of treasury shares has been acquired from the company's shareholders
including as part of the execution of share buy-back programmes. Article 3(1)
of the Articles of Association must be updated in connection with the
reduction.
2. As a consequence of the municipal reform, “Greater Copenhagen” in Articles
5 and 8 is replaced by “the Capital Region”.
g. Any other business.
COMPLETE PROPOSALS
from the Board of Directors to the Annual General Meeting
a. Presentation of the annual report for adoption and a resolution to discharge
the Board of Directors and the Management Board from liability.
• The Board of Directors proposes that the annual report be adopted.
• The Board of Directors proposes that the Board of Directors and the
Management Board be discharged from liability.
b. Resolution on the distribution of profit or the treatment of loss according
to the adopted annual report.
• The Board of Directors proposes that the profit for the year, DKK 807
million, be carried forward to next year.
c. Authorisation to acquire treasury shares.
• The Board of Directors proposes that, for the period until the next Annual
General Meeting, the Board of Directors be authorised to allow the Company to
acquire treasury shares against consideration for ownership or as collateral
provided that the total nominal value of treasury shares held by the Company
and its subsidiaries does not exceed, or as a consequence of the acquisition
will not exceed, 10 % of the share capital. The consideration for such shares
may not deviate by more than 10 % from the price quoted by the Copenhagen Stock
Exchange at the time of acquisition.
d. Election of members to the Board of Directors and their alternates.
• The Company's Board of Directors consists of six members elected by the
shareholders in general meeting and three members elected by the employees.
Moreover, alternates for five of the members elected by the shareholders have
been elected. Pursuant to Article 9.2 of the Articles of Association, Board
members elected by the shareholders are elected for terms of one year, and
retiring Board members are eligible for re-election. All Board members elected
by the shareholders and their alternates are thus up for election, and they all
offer themselves for re-election.
The Board of Directors recommends that the following incumbent Board members be
re-elected:
Mr Christian N.B. Ulrich
Mr Jørgen Hesselbjerg Mikkelsen
Mr Boris Nørgaard Kjeldsen
Mr Niels Kofoed
Mr Jørgen Skovdal Larsen
Mr Henrik Stenbjerre
The Board of Directors furthermore recommends that the following alternates be
re-elected:
Mr Per V.H. Frandsen (for Christian N.B. Ulrich)
Ms Charlotte Riegels Hjorth (for Jørgen Hesselbjerg Mikkelsen)
Mr Flemming Fuglede Jørgensen (for Niels Kofoed)
Mr Bent Petersen (for Boris Nørgaard Kjeldsen)
Mr Carsten Meyer Petersen (for Jørgen Skovdal Larsen)
Pursuant to section 49(6), second sentence, of the Danish Public Companies
Act, the Board of Directors provides the following information:
The directorships of Christian N.B. Ulrich, Jørgen Hesselbjerg Mikkelsen,
Boris Nørgaard Kjeldsen, Niels Kofoed, Jørgen Skovdal Larsen and Henrik
Stenbjerre in other Danish public limited companies are listed in the overview
of directorships of the Board of Directors on pages 126-127 of the 2006 annual
report.
Furthermore, the Board of Directors can inform you
that Flemming Fuglede Jørgensen is a member of the boards of directors of
Prodana Seeds A/S and Hæstrup af 19/5 2006 A/S
that Bent Petersen is a member of the board of directors of Invest
Administration A/S
that Carsten Meyer Petersen is
chairman of the boards of directors of Todbjerg City A/S and Todbjerg Busser
A/S and
a member of the boards of directors of Dansk Ejendomsinvestering A/S, Ole
Surland A/S and Advokataktieselskabet Finn Søgaard
that Per V.H. Frandsen and Charlotte Riegels Hjorth does not hold any
directorships in other Danish public limited companies
e. Appointment of auditors.
• The Board of Directors proposes that Deloitte, Statsautoriseret
Revisionsaktieselskab be re-appointed.
f. Proposals from the Board of Directors.
1) Reduction of the company's share capital by DKK 120,000,000 from DKK
1,788,000,000 to DKK 1,668,000,000 for the purpose of distribution to the
shareholders by cancellation of the company's holding of treasury shares. The
holding of treasury shares has been acquired from the company's shareholders
including as part of the execution of share buy-back programmes. Article 3(1)
of the Articles of Association must be updated in connection with the
reduction.
• In February 2006, the company published a share buy-back programme whereby
treasury shares of up to DKK 400 million were expected to be bought during the
period until the end of January 2007. In connection with the publication in
November 2006 of the interim report for the nine months ended 30 September
2006, the share buy-back programme was increased by DKK 100 million as a result
of the successful progress of the programme. The company has completed the
share buy-back programme for 2006 as anticipated and has furthermore announced
a new share buy-back programme of up to DKK 600 million for the period until
the end of January 2008 in connection with the publication of the 2006 annual
report in February 2007.
The purpose of the share buy-back is to distribute to the shareholders the
capital which is not required in connection with the continued operation of the
Alm. Brand A/S Group based on the capital model determined by the company's
Board of Directors. The capital model is described in the 2006 annual report on
pages 60-61.
Compared with payment of dividends, distribution through a share buyback offers
investors more scope for choosing when to realise cash flows from their
shareholding.
The Company's 22,350,000 shares of DKK 80 each today equal a total share
capital of DKK 1,788,000,000. The proposal by the Board of Directors implies
that 1,500,000 shares of DKK 80 each - or a share capital of DKK 120,000,000
nominal value - are cancelled to the effect that the company's share capital
after the completion of the capital reduction will be DKK 1,668,000,000 divided
into 20,850,000 shares of DKK 80 each. The shares were bought in 2006 and early
2007 for a total amout of DKK 518,731,275. Relative to the nominal value of the
shares, a premium of DKK 398,731,275 has thus been paid.
As a consequence of the capital reduction, the Board proposes that Article 3.1
of the Articles of Association be amended to the following wording:
”The Company's share capital, which has been fully paid up, amounts to DKK
1,668,000,000”.
2) As a consequence of the municipal reform, “Greater Copenhagen” in Articles
5 and 8 is replaced by “the Capital Region”.
• It is proposed that Article 5.1 be amended to the following wording:
”The Company's General Meetings of shareholders shall be held at the registered
office or elsewhere in the Capital Region.”
• It is proposed that Article 8.1 be amended to the following wording:
Any shareholder shall be entitled to attend General Meetings, either in person
or by proxy, and to take the floor at such meetings provided the shareholder
has obtained, not later than five days prior to the General Meeting and on due
proof of identity, an admission card at the Company's office or at another
place in the Capital Region specified in the notice convening the meeting.
g. Any other business.
Copenhagen, 16 April 2007
THE BOARD OF DIRECTORS
