On 31 May 2012 at 1:00 p.m. the Annual General Meeting of
Tower Group A/S in liquidation
Company registration (CVR) no: 64 13 84 13
(the "Company")
was held at the Company's address Nørre Voldgade 11, 1. sal, 1358 Copenhagen K.
The agenda was as follows:
(1) The board of directors' report on the Company's activities during the past financial year.
(2) Presentation and adoption of the audited annual report and adoption of the board of directors' remuneration for this year.
(3) Resolution to discharge the management and the board of directors from liability.
(4) Resolution on application of profits or covering of losses in accordance with the adopted annual report.
(5) Appointment of members to the board of directors.
(6) Appointment of auditor.
(7) Any motions from the board of directors or shareholders.
(8) Any other business.
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Attorney-at-law Zygmunt Auster, Plesner Law Firm was in accordance with section 6.1 of the articles of association appointed chairman of the Annual General Meeting by the liquidator.
The chairman of the Annual General Meeting noted that the Annual General Meeting in accordance with section 9.2 of the articles of association was to be held in English without simultaneous translation to Danish.
The Annual General Meeting had been convened electronically via NASDAQ OMX Copenhagen's reporting system and on the Company's website on 9 May 2012. The notice convening the meeting had also been made public in the information system of the Danish Business Authority. The shareholders who had so requested had received a notice on the same day.
The chairman noticed that the conduction of the Annual General Meeting unfortunately not was within the four month deadline in article 4.3 of the Company's articles of association.
Apart from this formality the chairman concluded that the Annual General Meeting had been duly convened in accordance with the Danish Companies Act and the Company's articles of association. None of the present shareholders made any objections in that respect.
The chairman of the meeting noted that DKK 9,860,957.10 equal to 57,13% of the Company's share capital were present or represented by powers of attorney.
The chairman of the Annual General Meeting proposed that the first two items on the agenda were treated as one, and as the Annual General Meeting did not have any objections, the chairman of the meeting gave the floor to the appointed liquidator, Rechtsanwalt Dr. Christian Eichberger.
Re 1 and 2
At the meeting, Dr. Christian Eichberger reported on the Company's activities during the past year under item 1 on the agenda. He further informed the shareholders about the expectations to the liquidation of the Company and the time frame of the liquidation process.
The Annual General Meeting took notice of the statements of the liquidator which due to his recent appointment were duly coordinated with the former board of directors and the management and thus based upon the former board of director's report.
Under item 2 on the agenda the liquidator presented the audited annual report for 2011.
The Annual General Meeting approved the audited annual report and the former board of directors' remuneration unanimously by the votes of all represented shareholders.
Re 3
The chairman of the meeting noted that the management and the board of directors had been replaced by the liquidator. However, it was still possible as proposed to discharge the former management and the former board of directors from liability.
The Annual General Meeting approved the proposal unanimously by the votes of all represented shareholders.
Re 4
The liquidator proposed in accordance with the adopted annual report that the negative result of DKK 1,036,550,000 for the year of 2011 was carried forward to the reserves and proposed that no dividend be distributed for the financial year 2011.
The Annual General Meeting approved the proposal unanimously by the votes of all represented shareholders.
Re 5
The chairman of the meeting noted that the Company on the Extraordinary General Meeting the 25 May 2012 as expected had decided to enter into liquidation proceedings as per 25 May 2012, pursuant to chapter 14 of the Danish Companies Act
Accordingly item 5 was withdrawn from the agenda.
Re 6
The chairman of the meeting noted that as a consequence of the liquidation KPMG continued as the Company's auditor.
Accordingly item 6 was withdrawn from the agenda.
Re 7
The chairman of the meeting noted that neither the former board of directors nor the shareholders have presented any motion.
Re 8
There was no further business.
The chairman of the Annual General Meeting thanked the participating shareholders for peace and order during the meeting and concluded the agenda.
The Annual General Meeting was adjourned.
Chairman of the Annual General Meeting:
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Zygmunt Auster, attorney-at-law
