Annual General Meeting of The East Asiatic Company Ltd. A/S on Wednesday, 24 March 2010, at 16.00 at the Radisson BLU Falconer Hotel & Conference Centre, 9 Falkoner Allé, DK-2000 Frederiksberg. Agenda: a. Presentation of the Supervisory Board's report on the Company's activities in the past year. b. Presentation of the audited annual report for adoption and a resolution regarding the discharge of the Supervisory Board and the Executive Board from their obligations for the year. c. Resolution regarding the application of the net profits for the year according to the audited annual report as adopted. The Supervisory Board proposes the distribution of a dividend of DKK 5.00 per share. d. Election of members to the Supervisory Board. The Supervisory Board nominates Henning Kruse Petersen, Mats Lönnqvist, Connie Astrup-Larsen and Preben Sunke for re-election. Torsten Erik Rasmussen does not wish to stand for re-election. For a presentation of the individual nominees, please see www.eac.dk. Pursuant to the Articles of Association, the members elected by the shareholders at the General Meeting shall retire every year. The Supervisory Board members are elected for the period until the next Annual General Meeting. e. Appointment of auditor. The Supervisory Board nominates KPMG, Statsautoriseret Revisionspartnerselskab for re-election. f. Authorisation of acquisition of treasury shares. The Supervisory Board proposes that the shareholders in the General Meeting authorise the Supervisory Board to permit the Company to acquire treasury shares in the period until the next Annual General Meeting up to a combined nominal value totalling 10 per cent of the Company's share capital. The purchase price may not deviate by more than 10 per cent from the price listed on Nasdaq OMX Copenhagen A/S at the time of acquisition. g. Proposals by the Supervisory Board: 1. Amendments to the Articles of Association pursuant to the new Danish Act on Public and Private Limited Companies (the Companies Act): As a consequence of the adoption of the Companies Act, the Supervisory Board proposes a number of amendments to the Company's Articles of Association. The proposed amendments required pursuant to the Companies Act are submitted jointly under agenda item g.1(a), while the remaining proposed amendments, which concern but are not required pursuant the new Act, are submitted jointly under agenda item g.1(b): (a) Amendments to the Articles of Association required pursuant to the new Companies Act: - amended terminology whereby the Danish word for the Register of Shareholders “aktiebog” is replaced by “ejerbog” (used several places in the Articles of Association). - amendment of the right of the shareholders to request an extraordinary general meeting to the effect that this may be requested by shareholders representing 5 per cent of the share capital (Article 5.3 of the Articles of Association) - amendment of the notice for convening general meetings to not more than five weeks' and not less than three weeks' notice (Article 5.4 of the Articles of Association) - amendment of the deadline for submission of proposals to be included in the agenda for the Annual General Meeting to six weeks before the general meeting and confirmation of the Supervisory Board's authority also to include proposals received after this deadline but in good time before the Annual General Meeting (Article 6.2 of the Articles of Association) - introduction of rules on a record date to the effect that the right of the shareholders to attend and vote at general meetings will be determined on the basis of ownership entered in the Register of Shareholders or notified for entry in the Register of Shareholders at least one week before the general meeting (Article 7.6 of the Articles of Association) - amendment of the rules on proxies and advisers to the effect that a proxy may attend with an adviser and of the rules on instruments of proxy to the effect that only instruments of proxy issued to the Supervisory Board of the Company are subject to the time limit of 12 months (Articles 7.3 and 7.4 of the Articles of Association) (b)Other amendments to the Articles of Association pursuant to the Companies Act: - deletion of principal name after the Company's secondary names (Article 1.2 of the Articles of Association) - deletion of provision concerning the location of the Company's registered office (Article 1.3 of the Articles of Association) - insertion of the requirement under the Companies Act for announcement not later than eight weeks be-fore the intended date of the Annual General Meeting of the intended date of the Annual General Meeting and of the deadline for submission of proposals to be included in the agenda (new) - amendment of the manner of notification to the effect that notice shall be made through the Company's website and the IT-system of the Danish Commerce and Companies Agency (Article 5.4 of the Articles of Association) - expansion of the requirements for submission of documents concerning general meetings to the effect that the requirements will be aligned with the requirements on deadline and contents under the Companies Act (Article 5.5 of the Articles of Association) - adjustment of the rules concerning the chairman of the general meeting to the effect that the rules will be aligned with the requirements under the Companies Act (Article 7.1 of the Articles of Association) - linguistic modernisation of the provisions concerning the deadline for obtaining admission cards, as the deadline therefore remains three days before the date of the general meeting (Article 7.5 of the Articles of Association). 2. Other amendments to the Articles of Association: (a) The Supervisory Board proposes that the provision that the shareholders in general meeting may request an extraordinary general meeting be deleted from Article 5.3 of the Articles of Association, as this provision is redundant. (b) The Supervisory Board proposes that the requirement in Article 8.2 of the Articles of Association that members of the Supervisory Board, elected by the shareholders in general meeting must be registered shareholders, be deleted. (c) The Supervisory Board proposes that the Company be authorised to communicate electronically with its shareholders. The full wording for the resolution proposed for implementation in Articles 14.1Р14.5 of the Articles of Association is as follows: “14.1 All communications from the Company to the individual shareholders, including notices convening general meetings, may be effected electronically by e-mail, but shall be effected by ordinary mail to any shareholders who have so requested. General notices shall be made available on the Company's website, www.eac.dk, and in such other way as may be prescribed by law. 14.2 Notwithstanding Article 14.1, the Company may at any time choose to communicate by ordinary mail. 14.3 Communication from shareholders to the Company may be effected by e-mail to eac@eac.dk or by ordinary mail. 14.4 The Company shall request registered shareholders to submit an e-mail address to which electronic communications etc. may be sent. It is the shareholders' responsibility to ensure that the Company is at all times kept informed of the correct e-mail address. 14.5 Detailed information on the requirements for the systems and procedures used for electronic communication is available on the Company's website, www.eac.dk.” (d) The Supervisory Board proposes that Article 13.2 of the Articles of Association concerning requirements for the annual report be deleted, as the presentation of the annual report must comply with the detailed requirements set forth in the legislation. 3. Authorisation to the chairman of the general meeting The Supervisory Board proposes that the shareholders authorise the chairman of the general meeting to file the adopted resolutions with the Danish Commerce and Companies Agency and to make any such amendments to the documents filed as may be required with a view to registration of the resolutions adopted at the general meeting. Information on share capital, voting right and adoption requirements The Company's share capital is DKK 960,033,515. The Articles of Association include the following information on voting rights: “Article 7.6: A shareholder is only entitled to exercise the voting right attached to shares that the shareholder have caused to be entered in the Register of Shareholders. However, a shareholder, who has acquired shares by transfer, shall not be entitled to exercise voting rights unless the shares have been entered in the Register of Shareholders by the date when the general meeting was convened, or if the shareholder has filed notice of and served proof of his acquisition by the same date. Article 7.7: Each share amount of DKK 70.00 confers one vote upon the holder; each share amount of DKK 35.00 confers one half vote upon the holder.” The proposals regarding items g.1-g.2 of the agenda tabled by the Supervisory Board can only be adopted if a majority of two-thirds of the votes cast and two-thirds of the voting stock represented at the Annual General Meeting are in favour. The proposal under item g.1 will in accordance with the executive order regarding the new Danish Companies Act be deemed adopted if only one shareholder has voted in favour. All other proposals can be adopted by a simple majority. Admission cards: Admission cards can be obtained in the following ways: - By registering electronically via EAC's website, www.eac.dk, by Friday, 19 March 2010, at 16.00. (VP custody account number is required); - By submitting the enclosed registration form, duly completed and signed, in the enclosed pre-stamped envelope in order for it to reach VP Investor Services A/S by Friday, 19 March 2010, at 16.00; - By telephoning VP Investor Services A/S no later than 19 March 2010, at 16.00 at telephone number +45 43 58 88 93 all weekdays (except for Saturdays) between 9.00 and 15.00 (please have your VP custody number ready). The admission cards ordered will be mailed to the address listed in the Company's Register of Shareholders of the respective shareholder. The number of votes, to which the shareholder is entitled according to the Register of Shareholders, will be stated on the admission card. Instrument of proxy: Shareholders, who are prevented from attending the Annual General Meeting, may choose to issue proxy as follows: - Instrument of proxy to a named third party. Admission card is to be commissioned from VP Investor Services A/S, which will then be sent to the authorised person. - Instrument of proxy to the Supervisory Board to vote as recommended by the Supervisory Board as stated on the instrument of proxy. - Instrument of proxy to the Supervisory Board to vote as indicated with check marks. Issue of instrument of proxy, as stated above, must be done by using the form enclosed the notice of the Annual General Meeting, and which is available on the company website. The completed form is to be returned so as to reach VP Investor Services A/S by 19 March 2010 at 16.00. An instrument of proxy may also be issued electronically on the website of VP Investor Services A/S: www.vp.dk/gf or the website of The East Asiatic Company Ltd. A/S, www.eac.dk by 19 March 2010 at 16.00. Practical information: Any dividends adopted at the Annual General Meeting will be paid via the Danish Securities Centre after deduction of dividend tax (if applicable). Shareholders may exercise their financial rights through Danske Bank A/S. The agenda and the full wording of the proposals including the audited annual report for 2009 will be available for download from EAC's website, www.eac.dk. At the same time this information will be availbale for inspection by the shareholders at the Company's offices, East Asiatic House, 20 Indiakaj, 2100 Copenhagen Ø, on all weekdays (Monday to Friday) between 10.00 and 15.00, until 24 March 2010. Until 19 March 2010 shareholders may ask questions to the agenda or to documents etc. for use at the An-nual General Meeting by enquiry in writing to the Company. Light refreshments will be served in the foyer after the Annual General Meeting. Yours sincerely, The East Asiatic Company Ltd. A/S THE SUPERVISORY BOARD For additional information, please contact: President & CEO Niels Henrik Jensen +45 3525 4300 nhj@eac.dk Group CFO Michael Østerlund Madsen +45 3525 4300 mom@eac.dk www.eac.dk
Notice convening the Annual General Meeting of The East Asiatic Company Ltd. A/S
| Source: Det Østasiatiske Kompagni A/S