The Annual General Meeting of EAC was held on Tuesday, 27 March 2007 at 4 pm at
the Radisson SAS Falconer Center, Falkoner Allé 9, DK-2000 Frederiksberg. The
following business on the agenda was transacted (all proposals had been moved
by the Supervisory Board).
a. The Supervisory Board's report on the activities of the Company during the
past year was received and taken as read.
b. The audited 2006 Annual Report was adopted, and the Supervisory Board and
the Executive Board were discharged from their obligations for the year.
c. The proposal to distribute a dividend of DKK 10 per share of DKK 70 was
adopted.
d. The proposal to alter Article 9.1, with the number of members elected by the
shareholders being changed to not less than three nor more than six, was
adopted;
e. The proposal to re-elect the following Supervisory Board members elected by
the shareholders: Henning Kruse Petersen, Torsten Erik Rasmussen, Kaare Vagner
and Mats Lönnqvist, and re-election of Preben Sunke and Connie Astrup-Larsen,
was adopted.
f. The proposal to reduce the Company's share capital by DKK 116,901,365 to DKK
1,052,113,265 and an alteration of the Articles of Association to the effect
that the amount of the share capital after the capital reduction was to be
specifically stated was adopted. The reduction will be implemented by
cancelling treasury shares. The amount of the reduction will be allocated to
special reserves, which can only be used following decision by the shareholders
at the Annual General Meeting. The capital reduction will be carried into
effect only when the three-month period set out in the notice to creditors in
the Danish Official Gazette has expired, see section 46 of the Danish Companies
Act, and when the claims of any creditors have been satisfied, see section 46.
g. The proposal to permit the Company to acquire treasury shares in the period
until the next Annual General Meeting up to a combined nominal value totalling
10% of the Company's share capital; see section 48 of the Danish Public Limited
Companies Act, with a deviation of plus/minus 10% from the price listed on the
Copenhagen Stock Exchange at the time of acquisition, was adopted.
h. The proposal regarding a share option programme, according to which the
Executive Board and certain other executive staff members and other key
employees in the EAC Group are entitled to buy a number of EAC shares in the
first quarter before EAC's Annual General Meeting in 2007, 2008 and 2009 at the
market price prevailing when the offer is made, + 10%, was adopted. For this
purpose, EAC shares having a total nominal value of DKK 23,380,000 (equal to
about 2% of EAC's share capital) will be earmarked for this purpose (spread
evenly over the three years). The options may be exercised during a period of
3-6 years after the acquisition. The Supervisory Board will determine the more
specific rules governing the share option programme.
Additional information about the share option programme:
· 29 persons will be offered options this year:
The Executive Board (1 person)
10,000
Members of the Operations Management Team (4 persons) 29,000
Other executive staff members in the Group (24 persons) 62,000
Total
101,000
· The underlying objective of this allocation is to retain and motivate the
employees in question and to ensure a community of interests between
shareholders and day-to-day management. Option holders who leave the Company
after having given notice lose the right to exercise the options.
· The exercise price has been fixed at DKK 278, based on the average price for
EAC shares on the 10 first trading days after the announcement of EAC's
preliminary statement of annual results on 21 February 2007, plus 10%. Thus,
the options will only be of actual value to the relevant persons if the market
price exceeds DKK 278 at the time of exercise.
· A Black Scholes calculation shows that the value of the 101,000 options
offered in 2007 amounts to DKK 4.7 - 6.8 million, depending on the timing of
the exercise of the options and moreover based on the following assumptions:
interest (risk-free) 4.25%, dividend yield: 2%, and share price: DKK 252 per
share.
i. The proposal to alter the Articles of Association so as to give Article 4A
the following wording: ”The Supervisory Board shall be authorized to decide to
distribute extraordinary dividends”, was adopted.
j. The proposal to alter the first sentence of Article 4.7 to read as follows:
”Aktiebog Danmark A/S, Kongevejen 118, DK-2840 Holte, has been appointed
Registrar of Shareholders by the Supervisory Board”, was adopted.
k. The proposal to re-elect PricewaterhouseCoopers, Statsautoriseret
Revisionsaktieselskab, was adopted.
1. The Chairman presiding over the Annual General Meeting was authorised to
make such amendments to the provisions adopted under items d., f., h. and j. as
might be required for registration with the Danish Commerce and Companies
Company.
--------------------------------------------------------------------------------
-------------------------------------------
At the subsequent Supervisory Board meeting for the purpose of electing
officers, the Supervisory Board elected Henning Kruse Petersen as Chairman and
Torsten Rasmussen as Deputy Chairman
