Dampskibsselskabet NORDEN A/S, Notice of annual general meeting to be held on 23 April 2009
Attached please find the notice and the appendix as PDF files.
Dampskibsselskabet NORDEN A/S
_______________________________________________________________________________
NASDAQ OMX Copenhagen A/S Announcement no. 15
Nikolaj Plads 6 1 April 2009
1067 Copenhagen K
Notice is hereby given that the annual general meeting will convene in
Dampskibsselskabet NORDEN A/S at 10.00 a.m. on Thursday 23 April 2009 in the
hall "Audience" at Radisson SAS Falconer Center, 9, Falkoner Allé, DK-2000
Frederiksberg.
Shareholders are welcome from 9.00 a.m. when a light breakfast will be served.
There will not be served any meals after the annual general meeting.
AGENDA:
A. The Board of Directors' report on the Company's activities during the past
year.
B. Presentation of the audited annual report for adoption.
C. The Board of Directors' proposal for the distribution of profits.
The Board of Directors proposes the following distribution of profits:
DKK 13 in dividend per share of DKK 1.00,
totalling DKK 579,800 thousand USD'000 100,000*
Allocation to retained profits USD'000 297,815
USD'000 397,815
*at a preliminarily estimated
DKK/USD exchange rate of 579.80.
D. Election of members to the Board of Directors.
By rotation, Dag Rasmussen, Einar K. Fredvik and Erling Højsgaard will
retire. The Board of Directors proposes re-election of Erling Højsgaard,
whose CV appears in the annual report. Einar K. Fredvik and Dag Rasmussen do
not wish to stand again. The Board of Directors proposes election of Arvid
Grundekjøn as a new member. The CV for Arvid Grundekjøn, Appendix A, is
enclosed.
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 is re-appointed.
F. Proposals from the Board of Directors for
1) 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 total 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%.
2) Amendment of article 5.8 in the Company's articles of association to the
following wording:
The Company's register of shareholders shall be kept by VP Investor
Services A/S (VP Services A/S), Weidekampsgade 14, P.O. Box 4040, DK-2300
København S., which has been appointed as the share registrar on behalf
of the Company.
The amendment is editorial and is due to the change of address of VP
Investor Services A/S.
3) Amendment of articles 5.6, 5.7 and 8.1 in the Company's articles of
association so that "Værdipapircentralen" is replaced with "VP SECURITIES
A/S".
The amendment is editorial and is due to the change of name of
Værdipapircentralen.
4) 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 or other authority as a condition for registration.
G. Any other business
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.
For the adoption of the amendments of the articles of association under items
F.2 and F.3 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 9.2
of the articles of association. If a sufficient number of votes is not
represented at the general meeting, but the proposals have been adopted by
two-thirds of both the votes cast and of the share capital represented
at the general meeting, the Board of Directors will convene an extraordinary
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 9.2 of the articles of association.
The agenda and the complete proposals, including Appendix A, and the audited
annual report for 2008 are also available at the Company's website
www.ds-norden.com. No later than 8 days before the general meeting, the agenda
with the complete proposals, including appendices and the audited annual report
for 2008, 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 no later than 17 April 2009 according to article 8 of the
articles of association. If you are unable to attend the general meeting, you
can authorise a third party or 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.
Open house event
All shareholders are furthermore invited to an open house event on 10 June 2009
at 3.30 p.m. at NORDEN's domicile at 52, Strandvejen in Hellerup where, in
addition to a tour of the house, a light meal will be served. Please sign up
for this event on NORDEN's website www.ds-norden.com/investor/ under the option
"Open House for Shareholders", where additional information on the event will
also be available. We kindly ask you to sign up stating name, e-mail and VP
reference number no later than 26 May 2009.
Kind regards,
Dampskibsselskabet NORDEN A/S
The Board of Directors
Contact at tel. +45 3315 0451: Carsten Mortensen, President & CEO.
_______________________________________________________________________________
Dampskibsselskabet NORDEN A/S
52, Strandvejen
DK-2900 HELLERUP
www.ds-norden.com
