Notice - annual general meeting of Dampskibsselskabet "NORDEN" A/S
Attached please find below text as PDF file.
Dampskibsselskabet ”NORDEN” A/S
_______________________________________________________________________________
The Copenhagen Stock Exchange Announcement No. 12
Nikolaj Plads 6 3 April 2007
DK-1067 Copenhagen K Page 1 of 4
Notice is hereby given that the annual general meeting will convene in
Dampskibsselskabet "NORDEN" A/S
at 11.00 am on Wednesday 25 April 2007, in
the Black Diamond at Søren Kierkegaards Plads 1, 1221 Copenhagen K
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 Board of Directors and the Management be granted discharge.
C.
The Board of Directors' proposal for the application of profits:
The Board of Directors proposes the following distribution of profits:
DKK 100.00 in dividend per share of DKK 20,
totalling tDKK 230,375 tUSD 40,692 *
Allocation to retained profits tUSD 84,386
____________________
tUSD 125,078
____________________
*at a preliminarily estimated
DKK/USD exchange rate of 5.66
Page 2 of 4
D.
Election of members of the Board of Directors.
By rotation, Erik G. Hansen and Einar Fredvik will retire. The Board of
Directors proposes re-election of Einar Fredvik. Erik G. Hansen has decided not
to seek re-election. At or prior to the general meeting, the Board of Directors
will submit a proposal for the election a new candidate to replace Erik G.
Hansen.
The Board of Directors further proposes election of Dag Rasmussen, CEO of
Rasmussengruppen AS, Norway as a new member.
E.
Proposals from the Board of Directors on:
1)
Amendment of the number of auditors by
amending Article 7(e) of the Articles of Association as follows:
“Appointment of one state-authorised auditor for the period until the next
general meeting.”
2)
Amendment of the denomination of the shares by
a)
amending Article 4(a) of the Articles of Association as follows:
“The Company's share capital is DKK 46,075,000 divided into shares of
DKK 1 each.”
b)
amending Article 4(d) of the Articles of Association as follows:
“Each share of DKK 1 shall carry one vote at the Company's general meeting.”
3)
Change of the registrar of the Company's shares by inserting the following
Article 5(d) in the Articles of Association:
“The Company's register of shareholders shall be kept by VP Investor Services
A/S (VP Services A/S), Helgeshøj Allé 61, PO Box 20, DK-2630 Taastrup,
which has been appointed as the share registrar on behalf of the Company.”
Page 3 of 4
4)
Authorisation to the Board of Directors to acquire own shares at the market
price quoted at the time of the acquisition with a deviation not exceeding 10%.
The authorisation is valid during the period from the convening of this general
meeting until next year's annual general meeting. The authorisation grants the
Board of Directors the right to acquire up to 10% of the Company's share
capital.
5)
Authorisation to the Chairman of the Board of Directors or whomever he may
appoint to undertake filings with the Danish Commerce and Companies Agency
and to undertake the changes - including corrections in the prepared documents -
which may be requested by the Danish Commerce and Companies Agency as a
condition for registration.
F.
Appointment of one state-authorised auditor for the period until the next
general meeting.
The Board of Directors proposes re-election of PricewaterhouseCoopers
Statsautoriseret Revisionsaktieselskab. In line with the proposal submitted by
the Board of Directors under item E.1), the Board of Directors has only
proposed election of one auditor.
For the adoption of the amendments of the Articles of Association under items
E.1)-3) of the agenda, two-thirds of the potential votes corresponding to the
entire share capital shall 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 shall vote in favour of the amendments, see 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 shall 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,
see Article 11(c) of the Articles of Association.
Page 4 of 4
Admission and voting cards can be ordered with VP Investor Services A/S, phone
+45 43 58 88 66, or at the Company's homepage (www.ds-norden.com) against
identification not later than 23 April 2007 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 receive a proxy form which must be returned to
VP Investor Services A/S.
8 days at the latest before the general meeting, the agenda, all proposals and
the annual report with auditors' report and signed by the Company's Management
and Board of Directors can be found at the Company's office for inspection of
the shareholders.
The annual report is available at the Company's homepage: www.ds-norden.com.
Yours faithfully
Dampskibsselskabet "NORDEN" A/S
The Board of Directors
Contact person at tel. +45 33 15 04 51: Executive Vice President & CFO Jens
Fehrn-Christensen.
_______________________________________________________________________________
Dampskibsselskabet ”NORDEN” A/S
49, Amaliegade
DK-1256 COPENHAGEN K
www.ds-norden.com
