Denmark D/S Norden to convene annual general meeting
Wednesday, 01 April 2009
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.
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
*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.
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 coting cards can be ordered with VP Investor Services A/S, phone +45 4358 8866, or at the Compay’s website www.ds-norden.com against identification no later than 17 April 2009 according to the article 8 of the articles of association. If you are unable to attend the general meeting, you can authorises a third party or the Chairman of the Board of Directors to vote on your behalf. All registed shareholders will – as mwntioned above- receive a proxt 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.
Dampskibsselskabet NORDEN A/S
NASDAQ OMX Copenhagen A/S Announcement no. 15
Nikolaj Plads 6 1 April 2009
1067 Copenhagen K
The Board of Directors
Last Updated ( Wednesday, 01 April 2009 )