Dampskibsselskabet "NORDEN" A/S, Notice of annual general meeting to be held on 23 April 2008
Attached please find the notice and the appendixes as PDF files.
Dampskibsselskabet ”NORDEN” A/S
_______________________________________________________________________________
OMX Nordic Exchange Copenhagen A/S Announcement no. 16
Nikolaj Plads 6 3 April 2008
1067 Copenhagen K
Notice is hereby given that the annual general meeting will convene in
Dampskibsselskabet "NORDEN" A/S
at 11.00 a.m. on Wednesday 23 April 2008,
in the hall "Audience" at Radisson SAS Falconer Center,
Falkoner Allé 9, DK-2000 Frederiksberg
with the following
AGENDA:
A.
The Board of Directors' report on the Company's activities during the past year.
B.
1)
Presentation of the audited annual report for adoption.
2)
Proposal that the acts of the Board of Directors and the Board of Management
be ratified.
C.
The Board of Directors' proposal for the distribution of profits.
The Board of Directors proposes the following distribution of profits:
DKK 35 in dividend per share of DKK 1,
totalling DKK 1,561,000 thousand USD'000 307,568 *
Allocation to retained profits USD'000 266,010
________________________
USD'000 573,578
________________________
*at a preliminarily estimated
DKK/USD exchange rate of 5.08.
D.
Election of members to the Board of Directors.
By rotation, Mogens Hugo and Alison J. F. Riegels will retire. The Board of
Directors proposes re-election of Mogens Hugo and Alison J. F. Riegels. In
addition, the Board of Directors proposes election of Karsten Knudsen, Group
Managing Director, Nykredit A/S as a new member. The CV for Karsten Knudsen
Appendix A is attached as PDF file.
E.
Appointment of a state authorised public accountant for the period until the
next general meeting.
The Board of Directors proposes that PricewaterhouseCoopers Statsautoriseret
Revisionsselskab be re-appointed.
F.
Proposals from the Board of Directors for
1)
Amendment of the Company's articles of association to the effect that i) each
single article will get a headline, ii) each provision will be numbered, iii)
the order of several provisions will be changed, iv) certain provisions will be
deleted and v) new provisions will be added.
Article 1 will be amended as follows:
"ARTICLE 1. NAME
1.1 The name of the Company is Dampskibsselskabet NORDEN A/S.
1.2 The Company also carries on business under the following secondary names:
Dampskibsselskabet "NORDEN" A/S (Dampskibsselskabet NORDEN A/S),
Dampskibsselskabet ORIENT A/S (Dampskibsselskabet NORDEN A/S), Nordmax A/S
(Dampskibsselskabet NORDEN A/S) and Nordfarer A/S (Dampskibsselskabet NORDEN
A/S)."
The Company's principal name will be changed from "NORDEN" to NORDEN, but
"NORDEN" will remain a secondary name of the Company.
As a consequence of the Company's relocation to the Municipality of Gentofte,
article 2 will be amended as follows:
"ARTICLE 2. REGISTERED OFFICE
2.1 The registered office of the Company is in the Municipality of Gentofte,
Denmark."
Article 3 will become the new article 3.1, with the headline "ARTICLE 3.
OBJECTS".
Article 4 a), first sentence, will become the new article 4.1 with the headline
"ARTICLE 4. SHARE CAPITAL".
Article 4 a), second sentence, will be deleted as redundant.
Article 4 b) will become the new article 5.2, second sentence.
Article 4 c) will be deleted as redundant.
Articles 4 d), e), f) and g) will become the new articles 8.4, 5.4, 5.5 and
5.2, first sentence, respectively, but are otherwise not amended.
Article 5 a) will become the new article 5.1 with the following wording:
"ARTICLE 5. SHARES AND REGISTER OF SHAREHOLDERS
5.1 All shares shall be issued to bearer, but may be registered in the name of
the holder in the Company's register of shareholders."
The new article 5.2 will read as follows:
"5.2 The Company's shares shall be negotiable instruments. No restrictions
shall apply to the transferability of the shares."
First sentence will correspond to the current article 4 g) and second sentence
will amend the current article 4 b). Only insignificant amendments have been
made.
Article 5 b) will be amended and become the new article 5.7 with the following
wording:
"5.7 Any dividends shall be paid through transfer to the accounts designated by
the shareholders in compliance with the rules of VP Securities Services in
force from time to time."
This provision has been amended so that it reflects the actual manner in which
dividends are paid. The current provision on limitation of unclaimed dividend
is deleted as redundant. Any unclaimed dividend will in future be subject to
the Danish Act on Limitations.
Article 5 c) will be amended and become the new article 5.3 with the following
wording:
"5.3 Endorsement of the name of a shareholder on a share or the transfer of a
share to a named owner shall only be binding on the Company when notified to
the Company and entered in the Company's register of shareholders. The Company
assumes no responsibility for the genuineness of such endorsement or
transfer."
Only insignificant amendments have been made.
The new article 5.6 will read as follows:
"5.6 The shares shall be issued through VP Securities Services. Rights
concerning the shares must be registered with VP Securities Services pursuant
to the applicable rules."
This provision is new and reflects the actual manner in which the Company's
shares are issued.
Article 5 d) will become the new article 5.8, but will otherwise remain
unamended.
Article 6 a) will be amended and become:
"ARTICLE 6. GENERAL MEETINGS, NOTICE, TIME AND PLACE
6.1 The general meeting is the supreme authority of the Company."
Only insignificant amendments have been made.
Article 6 b) will be deleted as redundant.
Article 6 c) will be amended and become the new article 6.2 with the following
wording:
"6.2 General meetings shall be held as directed by the Board of Directors in
the Capital Region of Denmark."
It is suggested that the Capital Region of Denmark is used due to the wish to
be able to convene general meetings outside Copenhagen.
Article 6 d) will be amended and become the new articles 6.5 - 6.7 with the
following wording:
"6.5 General meetings shall be convened by the Board of Directors giving no
less than 14 days' and no more than four weeks' notice.
6.6 General meetings shall be convened by notice in the electronic information
system of the Danish Commerce and Companies Agency, by notice in Berlingske
Tidende, and by ordinary mail to all registered shareholders.
6.7 The notice convening the general meeting shall contain the time and place
for the general meeting and the agenda stating the matters to be considered at
the general meeting. The notice shall also contain the principal contents of
any proposals for amendments of the articles of association."
The current provision does not mention the notice in the electronic information
system of the Commerce and Companies Agency. It is deemed appropriate that
future notices only state the principal contents of proposals for amendments of
the articles of association.
Article 6 e) will be amended and become the new article 6.8 with the following
wording:
"6.8 Not later than eight days before a general meeting, the agenda and
complete proposals and, for the annual general meeting, also the audited annual
report, shall be made available for inspection by the shareholders at the
Company's office, and shall concurrently be sent by ordinary mail to all
registered shareholders who have so requested."
A few elaborations have been made, including the fact that the annual report
shall be sent to all registered shareholders who have so requested.
Article 7(1) will be amended and become the new article 6.3 with the following
wording:
"6.3 Annual general meetings shall be held each year in due time for the
audited and approved annual report to be received by the Danish Commerce and
Companies Agency before the end of April."
The deadline for holding the annual general meeting will be moved forward so
that the deadline for submitting the annual report to the Commerce and
Companies Agency is met.
Articles 7(2) and 7(3) will be amended and become the new articles 7.1 and 7.2
with the following wording:
"ARTICLE 7. AGENDA OF GENERAL MEETINGS; CHAIRMAN OF THE MEETING AND MINUTE BOOK
7.1 The audited annual report shall be presented at the annual general meeting.
The agenda for the annual general meeting shall comprise the following:
a) Report from the Board of Directors on the activities of the Company during
the past year.
b) Presentation of the audited annual report for adoption.
c) Resolution on the allocation of profit or the treatment of loss according to
the approved annual report.
d) Election of members to the Board of Directors.
e) Appointment of a state authorised public accountant.
f) Any other proposals from the Board of Directors or the shareholders.
g) Any other business."
The item on the present agenda on the ratification of the acts of the Board of
Directors and the Board of Management has been deleted. Otherwise, only
insignificant amendments have been made.
"7.2 Proposed items from the shareholders to the agenda for the annual general
meeting shall be submitted to the Board of Directors not later than on 15
February."
The deadline for the shareholders' submission of proposals to the agenda for
the annual general meeting has been advanced to 15 February for practical
reasons.
Articles 8 a)-c) will be amended and become the new article 6.4 with the
following wording:
"6.4 Extraordinary general meetings shall be held when deemed appropriate by
the Board of Directors, the auditor or a general meeting. Furthermore,
extraordinary general meetings for the purpose of transacting specific business
shall be convened not later than 14 days after a shareholder holding at least
one-tenth of the share capital having so requested in writing. The 14-day
period shall run from the date of the Company's receipt of the shareholder's
written request for the extraordinary general meeting."
Only insignificant amendments have been made.
Article 9 and article 11 d), respectively, will be amended and become the new
article 7.3, first sentence, and the new article 7.3, second sentence,
respectively, with the following wording:
"7.3 General meetings are presided over by a chairman appointed by the Board of
Directors. The chairman decides all matters concerning the proceedings at the
meeting, the voting and the results thereof. All shareholders entitled to vote
may demand that the voting shall take place in writing as regards the
proposals for consideration."
It has been specified that the chairman of the meeting decides the voting
procedure at the general meeting. However, shareholders entitled to vote may
- as is the case now - demand that the voting shall take place in writing.
Article 10 a) will be amended and become the new article 8.1 with the following
wording:
"ARTICLE 8. ATTENDANCE AND VOTING RIGHTS AT GENERAL MEETINGS
8.1 Any shareholder who has requested an admission card from the Company not
later than five days prior to the date of the general meeting is entitled to
attend the general meeting. To obtain admission cards, shareholders who are not
registered in the Company's register of shareholders must show a not more than
five-day-old deposit account statement from VP Securities Services or the
custodian bank (the place of deposit) as documentation for the shareholding.
The transcript must be accompanied by a written declaration from the
shareholder that the shares have not been and will not be transferred to any
other person before the general meeting."
The deadline for ordering admission cards is changed to five days for practical
reasons. The provisions in the second and third sentences are new and clarify
how a shareholder identifies himself.
Article 10 b) will be amended and become the new article 8.3 with the following
wording:
"8.3 Shareholders who have obtained admission cards have voting rights at the
general meeting. However, for shares acquired by transfer, the voting right is
also conditional upon shareholders being registered in the register of
shareholders or having notified and substantiated their acquisition to the
Company not later than at the time when the general meeting is convened."
Only insignificant amendments have been made.
Article 10 c) will be amended and become the new article 8.2 with the following
wording:
"8.2 A shareholder may attend the general meeting in person or by proxy and is
entitled to attend the general meeting accompanied by an adviser. The proxy
shall be in writing and be dated and may not be granted for a period of more
than 12 months."
Only insignificant amendments have been made.
Article 11 a) will be amended and become the new article 9.1 with the following
wording:
"ARTICLE 9. RESOLUTIONS PASSED AT GENERAL MEETINGS, MAJORITY OF VOTES AND
QUORUM
9.1 Resolutions at general meetings shall be passed by a simple majority of
votes unless otherwise stipulated by legislation or by these articles of
association."
Only insignificant amendments have been made.
Articles 11 b) and c) will be amended and become the new article 9.2 with the
following wording:
"9.2 Resolutions to amend the articles of association or to dissolve the
Company require that at least two-thirds of the voting share capital is
represented at the general meeting and that the resolution is passed by at
least two-thirds of the votes cast as well as of the voting share capital
represented at the general meeting. If the above-mentioned voting share capital
is not represented at the general meeting in question but two-thirds of the
votes cast as well as of the voting share capital represented at the general
meeting have adopted the resolution, the Board of Directors shall convene a new
extraordinary general meeting within 14 days, at which meeting the proposed
resolution may be adopted by two-thirds of both the votes cast and the voting
share capital represented, irrespective of the proportion of share capital
represented."
Only insignificant amendments have been made.
Article 11 d) will be deleted as amended by the new article 7.3, see above.
A new article 9.3 is inserted:
"9.3 In the event that a new general meeting is convened due to lack of quorum
at the first general meeting, proxies to attend the first general meeting shall
also be valid for the second general meeting unless revoked in writing."
Article 9.3 corresponds to the practice followed so far in the Company.
A new article 9.4 is inserted:
"9.4 The Board of Directors shall be authorised to file the resolutions passed
at annual general meetings and extraordinary general meetings with the Commerce
and Companies Agency for registration and to make such changes in and
supplements to the minutes of the general meeting or the filing with the
Commerce and Companies Agency as may be requested by the Commerce and Companies
Agency or other authorities for the registration of the resolutions passed."
Article 9.4 has been proposed for practical reasons.
Article 12 will be deleted as redundant.
Article 13 will be amended and become the new article 10.1 with the following
wording:
"ARTICLE 10. BOARD OF DIRECTORS
10.1 The Company's Board of Directors consists of not less than four and not
more than six members elected by the shareholders in general meeting and the
additional number of members elected by the employees according to
legislation."
Only insignificant amendments of this provision have been made.
Article 14 a) will be amended and become the new article 10.2 with the
following wording:
"10.2 At each annual general meeting, the two members of the Board of Directors
- elected by the shareholders in general meeting - who have held office for
the longest time shall retire. If more members of the Board of Directors have
served for the same length of time, the order of retirement shall be agreed
upon within the Board of Directors or by drawing lots. Retiring members are
eligible for re-election."
Article 14 b) will be amended and become the new article 10.4 with the
following wording:
"10.3 A member of the Board of Directors elected by the shareholders in general
meeting shall resign not later than at the first annual general meeting
following such member's 72nd birthday."
Article 14 c) will be amended and become the new article 10.2 with the
following wording:
"10.4 If the number of members of the Board of Directors elected by the
shareholders in general meeting falls below four due to retirement during any
year, the Board of Directors shall convene an extraordinary general meeting as
soon as possible with the purpose of electing new members in order to bring the
number of members to at least four."
Only insignificant amendments of the provisions have been made.
Article 15 a) will be amended and become the new article 10.5 with the
following wording:
"10.5 The Board of Directors and the Board of Management are responsible for
managing the Company's business."
This provision will be amended as the Public Companies Act contains rules on
the division of management between the Board of Directors and the Board of
Management.
Articles 15 b) and 15 c) will become the new articles 10.6 and 10.7,
respectively, but will otherwise remain unamended.
Articles 15 d) will be amended and become the new article 10.8 with the
following wording:
"10.8 The Board of Directors shall form a quorum when more than half of the
members are present. All resolutions of the Board of Directors shall be passed
by a simple majority of votes. In the event of an equality of votes, the
Chairman, or in his absence, the Vice Chairman, shall have the casting vote."
Only insignificant amendments have been made.
Article 15 e) will be amended and become the new article 10.9 with the
following wording:
"10.9 The Board of Directors adopts its own rules of procedure on the
performance of its duties. Minutes of the meetings of the Board of Directors
shall be recorded in a minute book to be signed by all members of the Board of
Directors after each meeting."
Only insignificant amendments have been made.
Article 15 f) will be deleted.
This provision belongs more naturally in the rules of procedure of the Board of
Directors.
Article 15 g) will be amended and become the new article 10.10 with the
following wording:
"10.10 The remuneration of the members of the Board of Directors will be
determined by the shareholders in general meeting in connection with the
approval of the annual report."
Only a minor clarification has been made.
Article 16 will become the new article 11.1, but will otherwise remain
unamended.
Article 17 will be amended and become the new article 12 with the following
wording:
"ARTICLE 12. POWERS TO BIND THE COMPANY
12.1 The Company shall be bound by the joint signatures of the Chairman or the
Vice Chairman of the Board of Directors and one member of the Board of
Management or one other member of the Board of Directors."
Last sentence in article 17 will be deleted as redundant.
A new article 14 will be inserted as follows:
"ARTICLE 14. AUDIT
14.1 The financial statements of the Company will be audited by a state
authorised public accountant, who will be appointed for terms of one year. A
retiring auditor is eligible for re-appointment."
It is deemed appropriate to add a provision on audit, as such provision is not
included in the current articles of association.
Article 18 a) will be amended and become the new article 15.1, but will
otherwise remain unamended.
Article 18 b) will be amended and become the new article 15.2 with the
following wording:
"15.2 The annual report shall be prepared with due consideration to existing
assets and liabilities, and with the depreciation and amortisation deemed
necessary by the Board of Directors."
The Danish term "henlæggelser" is no longer used in the Financial Statements
Act and has therefore been deleted.
Article 18 c) will become the new article 15.3, but will otherwise remain
unamended.
Article 18 d) will be amended and become the new article 15.4 with the
following wording:
"15.4 Any balance remaining shall be applied as resolved by the shareholders in
general meeting pursuant to the recommendation of the Board of Directors."
The previous provision on advance dividends of up to 5% of the net profits has
been deleted as out of date.
Article 19 will be deleted.
As a consequence of the new article 9.4 above, this provision is considered
redundant.
A comparison of the current articles of association and the proposals for the
new articles of association Appendix B is attached as PDF file.
2)
Authorisation to the Board of Directors to adopt resolutions for the
distribution of extraordinary dividends pursuant to section 109 a of the
Public Companies Act. If adopted, the following provision will be included as
article 20 in the current articles of association and as article 13 in the
Company's new articles of association (on the condition that the other
amendments to the articles of association are finally adopted as proposed):
"EXTRAORDINARY DIVIDENDS
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."
3)
Approval of general guidelines for incentive-based remuneration of the members
of the Board of Directors, the Board of Management and other employees pursuant
to section 69 b of the Public Companies Act. The Board of Directors has
approved the general guidelines for remuneration of the Board of Directors,
the Board of Management and other employees. The guidelines Appendix C are
attached as PDF file. If the guidelines are approved by the Company in general
meeting, the following provision will be included as article 21 in the current
articles of association and as article 11 a in the Company's new articles of
association (provided that the other amendments to the articles of association
are finally adopted as proposed):
"GUIDELINES FOR INCENTIVE-BASED REMUNERATION
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."
4)
Authorisation to the Board of Directors - for a period of time until the next
annual general meeting - to arrange for the Company to acquire treasury 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%.
5)
Authorisation to the Chairman of the Board of Directors, or whomever he may
appoint, to carry out filings with the Danish Commerce and Companies Agency and
to make such changes - including amendments in the prepared documents - as may
be requested by the Danish Commerce and Companies Agency as a condition for
registration.
For the adoption of the amendments of the articles of associations under item
F.1) of the agenda, two-thirds of the potential votes corresponding to the
entire share capital must be represented at the general meeting, and two-thirds
of both the votes cast and of the voting share capital represented at the
general meeting must vote in favour of the amendments, cf. article 11 b) of the
articles of association. If a sufficient number of votes is not represented at
the general meeting, the Board of Directors will convene a new general meeting
within two weeks. At such general meeting the proposals for the amendments of
the articles of association will be considered to be adopted, if two-thirds of
both the votes cast and of the voting share capital represented vote in favour,
irrespective of the number of shares represented, cf. article 11 c) of the
articles of association.
With reference to section 73(5) of the Public Companies Act please be informed
that:
The Company's share capital is DKK 44,600,000 divided into shares of DKK 1
each. Each share of DKK 1 will carry one vote at the general meeting.
Shareholders who have acquired shares through transfer are not entitled to vote
based on those shares, unless, before the general meeting was convened, the
shares have either been registered in the register of shareholders or the
shareholder has notified and produced evidence of his acquisition. The right to
vote may be carried out by proxy under a written and dated proxy granted for a
period of no more than 12 months.
The agenda and the complete proposals, including Appendix A (CV for Karsten
Knudsen), Appendix B (the comparison of the current articles of association and
the proposals for the new articles of association) and Appendix C (draft
general guidelines for remuneration of the Board of Directors, the Board of
Managers and other employees), and the audited annual report for 2007 are
available at the Company's website www.ds-norden.com. Not later than 8 days
before the general meeting, the agenda with the complete proposals, including
appendices and the audited annual report, will be available for inspection by
the shareholders at the Company's office.
All registered shareholders will - by ordinary mail - be sent the agenda with
the complete proposals, including appendices, order for admission cards and a
proxy form.
Admission and voting cards can be ordered with VP Investor Services A/S, phone
+45 4358 8866, or at the Company's website (www.ds-norden.com) against
identification not later than 21 April 2008 according to article 10 of the
articles of association. If you are unable to attend the general meeting, you
can authorise the Chairman of the Board of Directors to vote on your behalf.
All registered shareholders will - as mentioned above - receive a proxy form
which must be returned to VP Investor Services A/S.
Yours faithfully
Dampskibsselskabet "NORDEN" A/S
The Board of Directors
Contact at tel. +45 3315 0451:
Carsten Mortensen, President & CEO.
_______________________________________________________________________________
Dampskibsselskabet ”NORDEN” A/S
49, Amaliegade
DK-1256 COPENHAGEN K
www.ds-norden.com
