12 March 2010
To the shareholders ofWilliam Demant Holding A/S
Notice is hereby given of the Annual General Meeting of William Demant Holding
A/S to be held on:
Wednesday 7 April 2010 at 4 p.m.
at the Company's address
Kongebakken 9, DK-2765 Smørum
Agenda
In accordance with Article 8.2 of the Articles of Association, the agenda is as
follows:
1. The directors' report on the Company's activities during the past financial
year.
The Board of Directors recommends that the report be adopted.
2. Presentation and adoption of the audited annual report, including the
consolidated financial statements.
The Board of Directors recommends that the annual report be adopted.
3. Resolution on the appropriation of profit or loss as recorded in the adopted
annual report.
The Board of Directors proposes that the profit of DKK 756 million be
transferred to the Company's reserves to the effect that no dividend will be
paid.
4.Election of directors.
Under Article 11.2 of the Articles of Association, directors elected by the
general meeting are elected for one-year terms. At the 2010 annual general
meeting, all directors stand for re-election.
5.Election of auditor.
It is proposed that Deloitte Statsautoriseret Revisionsaktieselskab be
re-elected.
6. Any proposal by the Board of Directors or shareholders.
The Board of Directors has submitted the following proposals:
a) Amendments to the Articles of Association by reason of the new Danish
Companies Act and general updating.
b) The Company's acquisition of own shares.
c) Capital reduction by way of a reduction of the nominal value of the
Company's own shares.
d) Authorisation to the chairman of the general meeting.
7. Any other business.
Elaboration of the proposals
Re agenda item 4
Lars Nørby Johansen, Peter Foss, Niels B. Christiansen, and Thomas Hofman-Bang
stand for re-election. Informa-tion on the individual board members and their
managerial posts is available on the Company's website, in-cluding the annual
report, page 29.
Re agenda item 6a
Based on the new Danish Companies Act (selskabsloven) and for general updating
purposes, the Board of Di-rectors proposes that the Articles of Association be
amended as follows:
1. In Article 1.2, "(William Demant Holding A/S)" should be deleted as part of
the secondary name.
2. In Article 4.3, "Værdipapircentralen" should be replaced by "VP SECURITIES
A/S (Central Business Regis-ter (CVR) no. 21599336)".
3. In the Danish versions of Articles 5.1, 5.3 and 5.4, "aktiebog" should be
replaced by "ejerbog". (No such change will be required in the English
version).
4. In Article 5.4, "Aktiebog Danmark A/S, Kongevejen 118, DK-2840 Holte" should
be replaced by "Com-putershare A/S (Central Business Register (CVR) no.
27088899)".
5. In Article 7.3 on shareholders' right to request extraordinary general
meetings, "1/10" should be re-placed by "5%".
6. Article 7.4 should be amended to read as follows:
"General meetings shall be convened by the Board of Directors giving no less
than three weeks' and no more than five weeks' notice. Notice of the meeting
shall be published on the Company's website and in the electronic information
system of the Danish Commerce and Companies Agency (Erhvervs- og
Selskabsstyrelsen), and, where requested, notice shall also be provided in
writing to all shareholders registered in the register of shareholders. The
notice shall set out the agenda of the meeting and the essential contents of
any proposed amendments to these Articles of Association. If any resolution
amending the Articles under sections 77(2), 92(1), 92(5), 107(1) or 107(2) of
the Danish Companies Act (selskabsloven) is proposed, the notice shall include
the full text of the proposed resolution."
7. Article 7.5 should be amended to read as follows:
"All shareholders are entitled to have specific issues considered at the annual
general meeting, sub-ject to submitting a written request to such effect to the
Board of Directors no later than six weeks be-fore the date of the meeting. If
such request is made later than six weeks before the general meeting, the Board
of Directors decides whether the issue should be included on the agenda."
8. Article 8.1 should be amended to read as follows:
"No later than three weeks before the date of any general meeting, the
following documents shall be published on the Company's website: 1) The notice
convening the general meeting; 2) the total num-ber of shares and voting rights
at the date of the notice; 3) all documents to be submitted to the gen-eral
meeting, including, in the case of the annual general meeting, the audited
annual report; 4) the agenda and the full text of all proposals to be submitted
to the meeting; and 5) postal and proxy voting forms."
9. Article 9.2 should be amended to read as follows:
"Anyone who is a registered shareholder one week prior to the general meeting
or has at such time made a request to such effect that has reached the Company
is entitled to attend and vote at the general meeting. In order to attend the
general meeting, shareholders shall also obtain an admission card from the
Company no later than three days prior to the date of the meeting. A ballot
paper will be provided together with the admission card, specifying the number
of votes to which the share-holder is entitled."
10. Article 9.3 should be amended to read as follows:
"Shareholders entitled to vote under Article 9.2 may vote by post. Postal
voting forms shall be available on the Company's website no later than three
weeks before the date of the general meeting. Postal votes shall reach the
Company no later than 12 noon one business day before the general meeting."
11. Article 9.4 should be deleted, which gives rise to consequential changes to
the article numbering in Article 9.
12. Article 9.5 (which becomes Article 9.4) should be amended to read as
follows:
"All shareholders are entitled to attend general meetings together with an
adviser or by proxy. The proxy shall produce a written and dated instrument of
proxy. Proxy instruments issued to the Board of Directors shall be valid only
for one particular general meeting for which the agenda is known in advance,
and may not be given for more than one year. The Company shall provide the
shareholders with a written or electronic proxy form, which may be issued to
either the Board of Directors or a third party."
13. In Article 10.3, the reference to "section 79 of the Public Companies Act"
should be replaced by "sec-tion 107 of the Companies Act".
14. In Article 10.6, the following should be inserted as a new second sentence:
"The minutes of general meetings and the results of votes shall be made
available on the Company's website within two weeks of the date of the
meeting."
15. In Article 11.1, "the Public Companies Act" should be replaced by "the
Companies Act".
16. In Article 15.1, "the Danish Public Companies Act" should be replaced by
"the Companies Act".
Re agenda item 6b
It is proposed that the Board of Directors be authorised until the next annual
general meeting to allow the Company to acquire own shares of a nominal value
of up to 10% of the share capital. The bid price of the shares may not differ
by more than 10% from the price quoted on Nasdaq OMX Copenhagen A/S at the time
of the acquisition. The price quoted on Nasdaq OMX Copenhagen A/S at the time
of the acquisition means the closing price - all transactions at 5 p.m.
Re agenda item 6c
It is proposed that the Company's share capital be reduced by nominally DKK
606,382 corresponding to the Company's holding of own shares. The Company's own
shares were acquired as part of the Company's share buy-back programme in 2008.
The amount of the reduction was paid out to the shareholders in accordance with
section 188 of the Danish Companies Act. The shares were acquired for DKK
170,110,124 in total, meaning that DKK 169,503,742 has been paid out in
addition to the nominal value of the reduction amount.
As a result of the capital reduction, it is proposed that Article 4.1 of the
Articles of Association be amended as follows after expiry of the deadline
stipulated in section 192 of the Danish Companies Act:
"The Company's share capital is DKK 58,349,875, divided into shares of DKK 1 or
any multiple thereof."
Re agenda item 6d
It is proposed that the chairman of the general meeting be authorised to make
such additions, alterations or amendments to or in the resolutions passed by
the general meeting and the application for registration of the resolutions to
the Danish Commerce and Companies Agency (Erhvervs- og Selskabsstyrelsen) as
the Agency may require for registration.
* * * * * *
Proposals under agenda item 6a), as far as concerns the proposals required to
comply with the Companies Act including proposals 5, 6, 7, 9 and 12, requires
acceptance by at least one shareholder. The other proposals under agenda item
6a) is subject to no less than 51% of the share capital being represented at
the general meeting and the proposal being passed by no less than two thirds of
both the votes cast and of the voting share capital represented at the meeting
as provided by Article 10.3 of the Articles of Association and Article 10.4 on
the convening of a new, extraordinary general meeting. The other proposals may
be passed by a sim-ple majority of votes as provided by Article 10.2 of the
Articles of Association.
The agenda of the general meeting, the full text of all proposals to be
submitted to the meeting as well as the audited annual report, including the
2009 consolidated financial statements, will be made available for inspec-tion
by the shareholders at the Company's office at Kongebakken 9, DK-2765 Smørum,
no later than on 29 March 2010. The documents will also be sent to any
registered shareholder upon request. In addition, the following information and
documents will be made available on the Company's website www.demant.com no
later than on 16 March 2010: 1) The notice convening the general meeting; 2)
the total number of shares and voting rights at the date of the notice; 3) all
documents to be submitted to the general meeting, including the audited annual
report; 4) the agenda and the full text of all proposals to be submitted to the
meeting; and 5) proxy voting forms.
All shareholders are entitled to attend the general meeting subject to having
obtained an admission card for himself and for any adviser accompanying him to
the meeting by 6 April 2010. A ballot paper will be provided together with the
admission card. Please note that only shareholders having obtained an admission
card be-fore the general meeting are entitled to attend.
All shareholders who are entitled to attend the general meeting and have had
their shares registered in the register of shareholders, or have given notice
to the Company of the acquisition of their shares and have es-tablished good
title to them, before 12 March 2010, will be entitled to vote at the general
meeting. A ballot paper will be provided together with the admission card,
specifying the number of votes to which the share-holder is entitled.
Admission cards and ballot papers will be issued to holders of registered
shares upon receipt of information from the shareholders, in the order form for
an admission card or otherwise, on the nominal value of their shares. Admission
cards will be issued to holders of unregistered shares who can produce a
transcript no older than five days from VP SECURITIES A/S or from the
account-holding bank (depositary bank) as evidence of their shareholding. The
transcript must be accompanied by a written statement that the shares have not
been and will not be transferred to any third party before the general meeting.
Admission cards may be obtained via the Company's website
www.demant.com/Shareholders' Portal; or from Computershare A/S, Kongevejen 418,
DK-2840 Holte (or by fax at +45 4546 0998); or by written request to the
Company's office; or in person at Kongebakken 9, DK-2765 Smørum on weekdays
between 10.00 a.m. and 12.00 p.m. Admission cards and ballot papers will then
be sent by post.
If you are prevented from attending the general meeting, the Board of Directors
would be pleased to act as proxy to cast the votes attaching to your shares, in
which case the proxy form, duly completed and signed, must reach Computershare
A/S, Kongevejen 418, DK-2840 Holte, by 6 April 2010. The proxy form may also
be found on the Company's website. Proxies may also be appointed electronically
on www.demant.com/ Shareholders' Portal on or before 6 April 2010.
All shareholders may ask questions in writing about the agenda and the
documents to be submitted to the general meeting. Such questions may be sent by
post or by e-mail to william@demant.dk. The questions will be answered in
writing or orally at the general meeting, unless prior to the meeting the
answer is available via a "questions/answers" function on the Company's
website, www.demant.com.
As per 12 March 2010, the Company's share capital is DKK 58,956,257, divided
into shares of DKK 1 or any mul-tiple thereof, as provided by Article 4.1 of
the Articles of Association. Each share of DKK 1 carries one vote as provided
by Article 9.1.
Before the general meeting, coffee and cake will be served from 3 p.m. Parking
spaces have been reserved at the main entrance, and there will be regular bus
transport to and from the nearby Kildedal S-train station between 2.40 and 3.20
p.m. The whole general meeting will be transmitted live on the Company's
website www.demant.com. From shortly before 4 p.m., you can find live coverage
with audio of the proceedings throughout the meeting.
Smørum, 12 March 2010
The Board of Directors
Further information:
Niels Jacobsen, President & CEO
Phone +45 39 17 71 00
www.demant.com
