Notice of Extraordinary General Meeting 2010
Attached please find below text as PDF file.
Dampskibsselskabet NORDEN A/S
_______________________________________________________________________________
NASDAQ OMX Copenhagen A/S Announcement no. 15
6, Nikolaj Plads 4 May 2010
1067 Copenhagen K
Notice is hereby given that the extraordinary general meeting will convene in
Dampskibsselskabet NORDEN A/S
at 10.00 a.m. on Monday 7 June 2010, at the Company's address
52, Strandvejen, DK-2900 Hellerup.
As the general meeting is expected to be brief, no refreshments will be served.
AGENDA:
A. Final adoption of item F.2 on the agenda of the ordinary general meeting on
22 April 2010, cf. the events on the ordinary general meeting.
Proposals from the Board of Directors for:
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.
B. 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.
The proposals under item A of the agenda were adopted unanimously at the
ordinary general meeting on 22 April 2010. Since less than two-thirds of the
voting share capital were represented at the ordinary general meeting on 22
April 2010, the Board of Directors hereby convenes this extraordinary general
meeting, see article 9.2 of the articles of association. For the adoption of
the proposals under item A of the agenda, two-thirds of both the votes cast and
of the voting share capital represented shall vote in favour, irrespective of
the size of the represented share capital, see article 9.2 of the articles of
association.
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. 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. 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. The right to vote may be carried out by proxy under a written and
dated proxy.
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 17 May 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 and voting by mail
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. Please
also use this form when voting by mail. Order for admission cards for the
general meeting or completed form of proxy must be received by Computershare
A/S no later than Friday 4 June 2010 at 3.30 p.m. Admission and voting cards
can also be ordered at the Company's website www.ds-norden.com no later than 4
June 2010. If you are unable to attend the extraordinary general meeting, you
can authorise a third party or the Chairman of the Board of Directors to vote
on your behalf. Proxies - including proxies authorising the Chairman of the
Board to vote - based on the proxy form distributed by the Company for the
ordinary general meeting on 22 April 2010 are also valid for this extraordinary
general meeting. Granting of proxy and voting by mail 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 extraordinary general meeting.
Kind regards,
Dampskibsselskabet NORDEN A/S
The Board of Directors
Contact at tel. +45 3315 0451: President and CEO Carsten Mortensen.
_______________________________________________________________________________
Dampskibsselskabet NORDEN A/S
52, Strandvejen
DK-2900 HELLERUP
CVR no. 67758919
www.ds-norden.com
