The Board of Directors hereby convenes to annual general meeting in FirstFarms A/S, CVR 28 31 25 04. The annual general meeting will be held on Tuesday 24 April 2012 at 5 p.m. in:
Conference centre Hotel Legoland, Aastvej 10B, DK-7190 Billund
(At arrival, a parking ticket can be picked up at the reception, and then placed visible in your windscreen)
Agenda:
1. Report on the company's activities
2. Presentation and adoption of the annual report with auditor's report for approval and discharge of the Board of Directors from their obligation, having adopted the accounts
3. Decision about utilisation of profit or covering of loss according to the approved annual report
4. Election of Board members
5. Election of auditor
6. Proposals from the Board of Directors
a. Amendment of the Company's Articles of Association - change of the name of the Danish Business Authority
b. Amendment of the Company's Articles of Association - authorisation to increase share capital
The Board of Directors proposes that the existing authorisation in section 5.3 of the Articles of Association to increase the Company's share capital is divided into two alternative provisions as a result of the changed practice of the Danish Business Authority in connection with drafting authorisations to the Board of Directors:
(i) authorisation to increase the share capital by up to DKK 15,000,000 without pre-emption right for the shareholders.
(ii) authorisation to increase the share capital by up to DKK 15,000,000 with pre-emption right for the shareholders.
The authorisations may be exercised by up to a total amount of DKK 15,000,000 and shall be valid until 28 April 2016.
c. Authorisation to acquire own shares
d. Authorisation to the chairman of the meeting
7. Any other business
The proposals under item 6.a - 6.b can be adopted by 2/3 of both the votes given as well as the part of the share capital represented on the general meeting. The proposals under item 2 - 5 and 6.c - 6.d can be adopted by simple majority.
Admission, proxy and postal votes
A shareholders right to attend and vote at the general meeting is determined on the basis of the number of shares held by the relevant shareholder on the registration date, which is one week prior to the date of the general meeting. The registration date is Tuesday 17 April 2012.
Attendance at the general meeting is furthermore subject to the shareholder having requested an admission card for the general meeting in question no later than 3 days before the holding of the general meeting. Admission cards will be issued to any such persons who according to the register of shareholders are registered as shareholders at the registration date. Shareholders who are not registered in the register of shareholders shall in order to obtain an admission card submit a deposit transcript from VP Securities A/S or the custodian institution documenting the shareholder's shareholding on the registration date.
The shareholder's voting rights may be exercised by a proxy who does not need to be shareholder, provided that the proxy proves his right to attend at the general meeting by presenting an admission card and a written, dated instrument of proxy in accordance with the requirements of applicable Danish legislation.
A shareholder or a proxy is entitled to attend together with an adviser, subject to prior notification as mentioned above.
Enrolment and reservation of admission card to the annual general meeting must take place at the latest Friday 20 April 2012 at 11:59 p.m.:
- via the shareholder portal on www.firstfarms.com
- by returning the registration form, filled in and signed, to Computershare A/S, Kongevejen 418, DK-2840 Holte, or by fax +45 45 46 09 98, so it is received by Computershare A/S within the deadline
- on phone number +45 45 46 09 99
In case the shareholder chooses to attend by a proxy, the proxy form must be submitted at the latest Friday 20 April 2012 at 11:59 p.m. via the shareholder portal on www.firstfarms.com or by returning the proxy form, filled in and signed, to Computershare A/S, Kongevejen 418, DK-2840 Holte, or by fax + 45 45 46 09 98, so it is received by Computershare A/S within the deadline.
The shareholder's voting rights may also be exercised by written postal vote which must reach the Board of Directors prior to the general meeting. A vote received by the Board of Directors is irrevocable and binding upon the shareholder. Postal votes must be submitted at the latest Monday 23 April 2012 at 4 p.m. via the shareholder portal on www.firstfarms.com or by returning the postal vote form, filled in and signed, to Computershare A/S, Kongevejen 418, DK-2840 Holte, or by fax +45 45 46 09 98, so it is received by Computershare A/S within the deadline.
Documents
The notice to convene with the agenda and the total number of shares and voting rights on the date of the notice, the complete proposals, form to get admission card, submit proxy or postal vote and the annual report with auditor's report is available on the company's website www.firstfarms.com. The documents are also forwarded electronically to each registered shareholder, who has requested it.
Share capital and voting rights
At the time of the notice, the company's nominal share capital amounts to DKK 47,122,410 distributed on 4,712,241 shares of DKK 10. Every share amount of nominal DKK 10 gives 1 vote.
After the annual general meeting, a sandwich will be served.
April 2012
The Board of Directors
