Notice of Annual General Meeting 2010
Attached please find below text as PDF file.
Dampskibsselskabet NORDEN A/S
_______________________________________________________________________________
NASDAQ OMX Copenhagen A/S Announcement no. 11
6, Nikolaj Plads 25 March 2010
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 22 April 2010, in the hall "Audience"
at Radisson SAS Falconer Center, 9, Falkoner Allé, DK-2000 Frederiksberg.
After the annual general meeting, a light meal will be served.
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 7 in dividend per share of DKK 1.00,
totalling DKK 312,200 thousand USD'000 60,153*
Transferred, reserve for net revaluation
according to the equity method USD'000 213,888
Allocation to retained profits USD'000 -53,898
USD'000 220,143
* at a preliminarily estimated
DKK/USD exchange rate of 519.01.
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.
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) Amendments of the Company's articles of association:
a) Amendment of article 5.8 to the following wording (change of the Company's
share registrar): The Company's register of owners shall be kept by
CVR no. 27 08 88 99.
Computershare A/S, CVR no. 27 08 88 99, has been appointed new share registrar
for the Company. According to the new Danish Companies Act, the share
registrars CVR no. must be included in the articles of association, but the
name and address of the share registrar are not required. Thus, the name and
address have been omitted.
b) Amendment of article 6.6 so that the general meeting in future shall not be
convened by notice in Berlingske Tidende and that the general meeting shall
solely be convened by ordinary mail to all registered shareholders, who have
requested so.
The following wording of article 6.6 is proposed: General meetings shall be
convened by notice in the information system of the Danish Commerce and
Companies Agency, by publication on the Company's website and by ordinary mail
to all registered shareholders, who have requested so.
c) Amendment of article 9.2 so that certain amendments of the articles of
association that are of a formal character shall not require that at least
two-thirds of the voting share capital is represented at the general meeting.
The following wording of article 9.2 is proposed: Resolutions to amend articles
2.1, 5.6, 5.7 and 5.8 require 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. Resolutions to amend other articles or to dissolve the
Company require that at least two-thirds of the voting 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 an extraordinary general
meeting within 14 days, at which meeting the proposed resolution may be adopted
by two-thirds of the votes cast and as well as of the voting share capital
represented, irrespective of the proportion of share capital represented.
3) Amendment of the Company's articles of association as a consequence of the
new Danish Companies Act:
a) Amendment of articles 5, 5.1, 5.3, 5.8, 8.1 and 8.3 as a consequence of the
introduction of the term "register of owners" instead of "register of
shareholders" by the Danish Companies Act.
b) Amendment of article 6.4 as a consequence of the fact that shareholders
holding one-twentieth of the share capital can request an extraordinary general
meeting according to the Danish Companies Act.
The following wording of article 6.4 is proposed: 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 shareholders holding at least one-twentieth 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.
c) Amendment of article 6.5 as a consequence of the fact that general meetings
shall be convened giving not less than three weeks' and not more than five
weeks' notice according to the Danish Companies Act.
The following wording of article 6.5 is proposed: General meetings shall be
convened by the Board of Directors giving not less than three weeks' and not
more than five weeks' notice.
d) Amendment of article 6.8 as a consequence of the fact that certain
information shall be made available to the shareholders on the company's
website not later than three weeks before a general meeting according to the
Danish Companies Act.
The following wording of article 6.8 is proposed: Not later than three weeks
before a general meeting and until the general meeting, the following
information shall be available to the shareholders on the Company's website:
(1) the notice, (2) the total number of shares and voting rights on the date of
the notice, (3) the documents which are presented at the general meeting, (4)
the agenda and the complete proposals and (5) the forms which should be used
when voting by proxy or voting by mail.
e) Amendment of article 7.2 as a consequence of the fact that proposed items
from the shareholders to the annual general meeting shall be submitted to the
Board of Directors not later than six weeks before the general meeting.
The following wording of article 7.2 is proposed: Proposed items from the
shareholders to the agenda for the annual general meeting shall be submitted to
the Board of Directors not later than six weeks before the general meeting.
f) New regulation in article 7.4 regarding the minutes of general meetings so
that the regulation on minutes in the articles of association is in accordance
with the Danish Companies Act.
The following wording of article 7.4 is proposed: Minutes of the proceedings of
the general meeting shall be recorded in a minute book and signed by the
chairman of the meeting. Minutes including voting results shall be made
available to the shareholders on the Company's website not later than two weeks
after the general meeting.
g) Amendment of article 8.1 as a consequence of amendment of the regulations in
the Danish Companies Act regarding admission to the general meeting.
The following wording of article 8.1 is proposed: Any shareholder who has
requested an admission card from the Company not later than three days prior to
the date of the general meeting and who is registered as shareholder in the
Company's register of owners on the day which is one week prior to the general
meeting or at this time has registered and documented his ownership to the
Company with a view to enter the register of owners is entitled to attend the
general meeting.
h) Amendment of article 8.2 as a consequence of the fact that henceforward,
proxies are also entitled to attend the general meeting accompanied by an
adviser according to the Danish Companies Act.
The following wording of article 8.2 is proposed: A shareholder may attend the
general meeting in person or by proxy. Both the shareholder and the proxy may
be accompanied by an adviser. The proxy shall be in writing and dated. Proxy
may be granted by using the form of proxy mailed to the shareholders or
electronically on the Company's website.
i) Amendment of article 8.3 as a consequence of amendment of the regulations in
the Danish Companies Act regarding voting rights at the general meeting.
The following wording of article 8.3 is proposed: Shareholders who have
obtained admission cards and who are registered as shareholders in the
Company's register of owners on the day which is one week prior to the general
meeting or at this time have registered and documented their ownership to the
Company with a view to enter the register of owners have voting rights at the
general meeting.
j) Amendment of article 8.4 as a consequence of the fact that shareholders are
entitled to vote by mail prior to general meetings according to the Danish
Companies Act.
The following is proposed to be inserted in a new article 8.4: Every
shareholder is entitled to vote by mail prior to the general meeting.
Consequently, existing article 8.4 will become article 8.5.
k) Amendment of article 11a.1 so that the reference to the Danish Public
Companies Act is changed to the Danish Companies Act.
The following wording of article 11a.1 is proposed: The shareholders in general
meeting have adopted general guidelines for incentive-based remuneration of the
Board of Directors, the Board of Management and other employees in accordance
with section 139 of the Danish Companies Act. The guidelines have been
published on the Company's website www.ds-norden.com.
l) Amendment of article 13.1 so that the reference to the Danish Public
Companies Act is changed to the Danish Companies Act.
The following wording of article 13.1 is proposed: The Board of Directors shall
be authorised to adopt resolutions for the distribution of extraordinary
dividends pursuant to section 182 of the Danish Companies Act. The
authorisation to the Board of Directors is not limited by an amount or in any
other manner, 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.
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 of amendment of the articles of association.
G. Any other business
Size of share capital and voting rights:
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 the shareholder not later than at the time of
convening the general meeting has either been registered in the register of
owners or the shareholder by other means has notified and produced evidence of
his acquisition for the Company. The right to vote may be carried out by proxy
under a written and dated proxy.
Resolutions to amend the articles of association under item F.2 of the agenda
require that at least two-thirds of the voting capital is represented at the
general meeting and that two-thirds of the votes cast as well as 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 the
above-mentioned voting share capital is not represented at the general meeting,
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 an extraordinary general meeting within 14 days. At
such general meeting, the proposed resolutions to amend the articles of
association will be considered to be adopted if two-thirds of the votes cast as
well as of the voting share capital represented vote in favour, irrespective of
the proportion of share capital represented, cf. article 9.2 of the articles of
association.
Resolutions to amend the articles of association under item F.3 require that at
least one shareholder must vote in favour of the amendments, cf. section 55,
subsection 3 of the declaration of commencement of the Danish Companies Act.
This applies regardless of any demands in the articles of association that a
certain share of shareholders or voting share capital must be represented at
the general meeting and be in favour of the amendments.
Documents of the general meeting:
The following material is available for inspection by the shareholders at the
Company's office and will be available on the Company's website
www.ds-norden.com as of 31 March 2010:
(1) the notice,
(2) the total number of shares and voting rights on the date of the notice,
(3) the documents which are presented at the general meeting, including the
audited annual report,
(4) the agenda and the complete proposals and
(5) the forms which should be used when voting by proxy.
Attending the general meeting:
All registered shareholders will - by ordinary mail - be sent the agenda with
the complete proposals, order for admission cards and a form of proxy.
Admission and voting cards can also be ordered at the Company's website
www.ds-norden.com not later than 16 April 2010. 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 form of proxy which must be returned to
Computershare A/S. Granting of proxy can also be done on the Company's website
www.ds-norden.com.
Questions to the Board of Directors or to the Board of Management will be
answered at the general meeting.
Yours faithfully,
Dampskibsselskabet NORDEN A/S
The Board of Directors
Contact at tel. +45 3315 0451: President Carsten Mortensen.
_______________________________________________________________________________
Dampskibsselskabet NORDEN A/S
52, Strandvejen
DK-2900 HELLERUP
CVR no. 67758919
www.ds-norden.com
