Dampskibsselskabet ”NORDEN” A/S - Outcome of annual general meeting on 23 April 2008
Attached please find below text as PDF file.
Dampskibsselskabet ”NORDEN” A/S
_______________________________________________________________________________
OMX Nordic Exchange Copenhagen A/S Announcement no. 21
Nikolaj Plads 6 23 April 2008
1067 Copenhagen K
Annual general meeting of Dampskibsselskabet ”NORDEN” A/S
On Wednesday 23 April 2008, the annual general meeting of Dampskibsselskabet
”NORDEN” A/S was held, see announcement no. 16 of 3 April 2008.
Adoption of the annual report
The annual general meeting adopted the annual report including the management's
report, the consolidated and parent company financial statements together with
the statement by the Board of Directors and Management and the auditors'
report. The annual general meeting ratified the acts of the Board of Directors
and the Board of Management.
Dividends
The Board of Director's proposal for the distribution of a dividend of DKK 35
per share of DKK 1 was adopted.
Election of members to the Board of Directors
Mogens Hugo and Alison J. F. Riegels were re-elected as members of the Board of
Directors. Karsten Knudsen was elected as a new member of the Board of
Directors.
Appointment of auditor
PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab was re-appointed
as auditor of the Company.
Amendment of the articles of association
The amendments proposed by the Board of Directors were adopted. However, there
was not sufficient share capital represented at the annual general meeting to
adopt the amendments, and an extraordinary general meeting will therefore be
convened within 14 days for the purpose of finally adopting the proposed
amendments. The main amendments were as follows:
- Amendment of the name of the Company so that the inverted commas around
NORDEN are deleted;
- Amendment of the registered office of the Company so that it is situated in
the Municipality of Gentofte;
- Updating of the provisions on the characteristic features of the shares so
that they reflect the fact that the shares are registered with the
VP Securities Service (Værdipapircentralen);
- Amendment of the place for general meetings so that they may be held in
the Capital Region of Denmark;
- Amendment of the provision on proposals for amendment of the articles of
association in the convening notice so that only the principal contents of
the proposals are included;
- Amendment of the standard agenda for the annual general meeting so that
the resolution on the ratification of the acts of the Board of Directors
and the Board of Management is deleted;
- Amendment of the deadline for the submission of proposals for the annual
general meeting so that it is brought forward to 15 February;
- Amendment of the deadline for ordering admission cards and a specification
of the identification requirements for shareholders; and
- Amendment of the provision on the allocation of profits.
The full wording of the proposed amendments of the articles of association is
available on the Company's website www.ds-norden.com, see also announcement
no. 16.
Extraordinary dividends
The Board of Directors was authorised to adopt resolutions on the distribution
of extraordinary dividends, and the following provision was included in the
articles of association as a new article 20:
”The Board of Directors shall be authorised to adopt resolutions for the
distribution of extraordinary dividends pursuant to section 109 a of the Public
Companies Act. The authorisation of the Board of Directors is not limited by an
amount or in any other way except for such limitations as are due to the
interests of the Company, the shareholders and any creditors and by limitations
prescribed by general legislation.”
Guidelines for incentive-based remuneration
The guidelines prepared by the Board of Directors for the Company's
incentive-based remuneration of the Board of Directors, the Board of Management
and other employees were adopted, and it was resolved to include the following
provision as a new article 21 in the articles of association:
”The general meeting has adopted general guidelines for incentive-based
remuneration of the Board of Directors, the Board of Management and other
employees pursuant to section 69 b of the Public Companies Act. The guidelines
have been published at the Company's website www.ds-norden.com.”
Own shares
The Board of Directors was authorised - for a period of time until the next
annual general meeting - to arrange for the Company to acquire own shares at a
nominal value of up to 10% of the share capital at the market price quoted at
the time of the acquisition with a deviation of up to 10%.
Authorisation to the Chairman of the Board of Directors
The Chairman, or whomever he may appoint, was authorised to carry out filings
and to make such changes - including amendments in the prepared documents - as
may be requested by the Commerce and Companies Agency or other authorities as a
condition for registration.
- - - o 0 o - - -
After the annual general meeting, the Board of Directors appointed Mogens Hugo
as Chairman of the Board and Alison J. F. Riegels as Vice-Chairman.
The Board of Directors thus consists of the following members:
Mogens Hugo (Chairman)
Alison J. F. Riegels (Vice-Chairman)
Einar K. Fredvik
Erling Højsgaard
Dag Rasmussen
Karsten Knudsen
Benn Pyrmont Johansen (elected by the employees)
Lars Enkegaard Biilmann (elected by the employees)
Bent Torry Sørensen (elected by the employees)
The entire report of the Chairman is available in announcement no. 20 and at
www.ds-norden.com.
Yours faithfully,
Dampskibsselskabet ”NORDEN” A/S
Mogens Hugo
Chairman
Contact at tel. +45 3315 0451: Chairman Mogens Hugo.
_______________________________________________________________________________
Dampskibsselskabet ”NORDEN” A/S
49, Amaliegade
DK-1256 COPENHAGEN K
www.ds-norden.com
