Annual General Meeting of The East Asiatic Company Ltd. A/S on
Thursday, 24 March 2011, 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 EAC’s activities in the past year.
b. Presentation of the audited annual report for adoption, including approval of the remuneration for the Supervisory Board for the years 2010 and 2011, 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 of a nominal value of DKK 70.
d. Election of members to the Supervisory Board.
Pursuant to the Articles of Association (8.2), the members elected by the shareholders at the General Meeting shall retire every year. The Supervisory Board nominates Henning Kruse Petersen, Preben Sunke, Connie Astrup-Larsen and Mats Lönnqvist for
re-election.
For a presentation of the individual nominees, please see www.eac.dk.
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 EAC’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:
g.1 Reduction of EAC’s share capital to be implemented by cancellation of treasury shares
The Supervisory Board proposes a reduction of EAC’s share capital by the amount of DKK 95,669,320 from DKK 960,033,515 so that EAC’s share capital will amount to DKK 864,364,195.
The amount, by which the share capital is reduced, corresponds to the nominal value of EAC’s portfolio of treasury shares after appropriation of treasury shares of a nominal value of DKK 334,000 to cover EAC’s share option programme.
The reduction will be implemented by cancellation of treasury shares. The amount of the reduction will be allocated to special reserves, which can only be used following decision by the shareholders at the General Meeting. The capital reduction cannot be carried into effect until the four-week period set out in the notice to creditors has expired after registration at the Danish Commerce and Companies Agency.
In continuation of the capital reduction, it is proposed that article 3.1. in the Articles of Association be altered, so that the amount of the share capital after the capital reduction will be stated.
g.2 Approval of EAC’s remuneration policy
The Supervisory Board proposes that EAC’s remuneration policy is approved by the shareholders at the General Meeting.
A copy of EAC’s remuneration policy can be down-loaded from EAC’s website, www.eac.dk.
g.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.
Adoption requirements
The proposal regarding item g.1 of the agenda regarding reduction of EAC’s share capital 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. All other proposals on the agenda can be adopted by a simple majority.
Information on share capital and voting rights
At the time of the notice convening the general meeting, the share capital amounts to DKK 960,033,515 at a nominal share value of DKK 70 each. There are, however, also shares at a nominal value of DKK 35 each. Each share amount of DKK 70 confers one vote upon the holder; each share amount of DKK 35 confers one half-vote upon the holder.
Registration date
A shareholder's right to attend the general meeting and to vote shall be determined in proportion to the shares held by such shareholder as of the record date. The record date is one week prior to the General Meeting. The shares held by each shareholder as of the record date shall be calculated based on the entry in the Register of Shareholders regarding the shareholder's ownership and any notifications from the shareholder regarding ownership received by EAC with a view to the their being recorded in the Register of Shareholders, but which have not yet been recorded. The record date is 17 March 2011.
Admission cards
Shareholders, proxies and any accompanying advisors must have admission cards in order to participate at the general meeting.
The admission cards can be ordered in the following ways:
- In writing by sending the attached registration form by letter post to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S.
- By sending an e-mail to vpinvestor@vp.dk
- Via EAC’s website, www.eac.dk or via VP Investor Services A/S website, www.vp.dk/gf by use of Net-ID/Nem/ID or VP custody account number and VP-code.
- By telephoning VP Investor Services A/S at telephone number +45 43 58 88 93 all weekdays between 9.00 and 15.00.
Requests for admission cards should reach VP Investor Services A/S no later than Friday, 18 March 2011. The admission cards ordered will be mailed to the address listed in EAC’s Register of Owners of the respective shareholder. The number of votes, to which the shareholder is entitled according to the Register of Owners, will be stated on the admission card.
Further information
The following documents will be available on EAC’s website www.eac.dk: (1) Convening notice for the general meeting including agenda, (2) information on the total number of shares and voting rights in the company on the date of the notice, (3) the complete proposals put forward at the general meeting, (4) Annual Report 2010, (5) EAC’s remuneration policy and (6) proxy form.
Questions
Until three days before the general meeting the shareholders can ask questions to the management of the company on matters relevant to the assessment of the Annual Report 2010, the Company’s situation in general or to other matters which are to be decided upon at the general meeting. Shareholders, wishing to make use of their right to pose questions, can send their questions by letter post to the Company. The reply can be in writing, and the reply may be published on the company website, www.eac.dk. Management can refrain from replying if the questioner is not represented at the general meeting.
The shareholders may also pose questions verbally to the management about the above-mentioned matters at the general meeting just as questions may be asked here to the Annual Report 2010 to the auditor appointed by the general meeting.
Instrument of proxy
Shareholders may choose to be represented at the general meeting by proxy. An instrument of proxy can 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 using Net-ID/Nem-ID or VP custody number and VP-code no later than Monday, 21 March 2011.
Alternatively, an issue of instrument of proxy can be downloaded and printed from EAC’s website, www.eac.dk, and sent by post or e-mail to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen S, e-mail: vpinvestor@vp.dk.
Given that the admission card has been ordered in time, physical proxy may be issued until 24 March 2011. Instrument of proxy may be revocated by post or by e-mail to VP Investor Services A/S until 18 March 2011 at 23.59.
Vote by correspondence
Furthermore, shareholders may vote by correspondence. A physical form for correspondence voting is available on the company website, www.eac.dk, and can be sent by letter post or e-mailed to VP Investor Services A/S, 14 Weidekampsgade, DK-2300 Copenhagen, e-mail: vpinvestor@vp.dk.
A vote by correspondence must reach VP Investor Services A/S no later than Wednesday, 23 March 2011 at 16.00. A vote by correspondence cannot be retracted.
Practical information
Any dividends adopted at the Annual General Meeting will be paid via VP Investor Services A/S after deduction of dividend tax (if applicable).
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
Group CFO Michael Østerlund Madsen
+45 3525 4300
