Announcement no. 04 - 2007/08 June 14,2007
Notice convening the Annual General Meeting of Thrane & Thrane A/S
Notice is hereby given that the annual general meeting of Thrane & Thrane A/S
(CVR no. 65 72 46 18) will be held on Wednesday, June 27, 2007 at 4 p.m.
The general meeting will be held at the company's offices, Lundtoftegårdsvej
93D, 2800 Kgs. Lyngby, Denmark.
Business to be transacted:
1. To receive the Board of Directors' report on the activities of the company.
2. To receive a presentation of and to approve the annual report and to pass a
resolution granting discharge to the Board of Directors and the Management
Board.
3. To pass a resolution on the distribution of profit or the treatment of loss
according to the annual report as approved.
The Board of Directors proposes a dividend of DKK 5.5 per share, equivalent to
DKK 30.3 million.
4. To elect members to the Board of Directors.
5. To appoint auditors.
6. To consider any resolutions proposed by the Board of Directors or the
shareholders.
(a) The Board of Directors submits the following proposals:
That the shareholders approve an authority for the Board of Directors to let the
company acquire treasury shares within a total nominal value of 10% of the
company's share capital at a price that does not deviate by more than 10% from
the closing price (all trades) quoted by the Copenhagen Stock Exchange at the
time of acquisition. The Board of Directors requests that such authority be
given for a period until the annual general meeting to be held in 2008.
That VP Investor Services A/S be appointed the new registrar for the company.
The proposed resolution will entail an amendment of the second sentence of
article 3.2 of the company's Articles of Association.
That the authorities in articles 3.A.1, 3.A.2 and 3.A.3 of the company's
Articles of Association be increased and extended:
3.A.1 The Board of Directors is authorised to increase the company's share
capital by up to a nominal amount of DKK 2,000,000 by one or more issues of
shares or bonus shares to the employees of the company and its subsidiaries. In
case of such capital increase, the Board of Directors decides on the time and
the terms of the capital increase. The Board of Directors may decide to disapply
the pre-emption rights of existing shareholders wholly or partly. The Board of
Directors may decide on an issue price below the market price. The authority
shall be valid until July 31, 2010.
3.A.2 The Board of Directors is authorised to increase the company's share
capital by up to a nominal amount of DKK 100,000,000 by one or more issues of
shares. In case of an increase at the market price, including as payment for the
company's acquisition of an existing business, the Board of Directors may decide
to disapply the pre-emption rights of existing shareholders wholly or partly. In
case of such capital increase, the Board of Directors decides on the time and
the terms of the capital increase. The authority shall be valid until July 31,
2010.
3.A.3 The Board of Directors is authorised to decide on one or more issues of
warrants in the company to the company's management and the employees of the
company and its subsidiaries without pre-emption rights to the company's
existing shareholders. The maximum nominal amount of share capital that can be
subscribed based on such warrants is DKK 8,000,000. The Board of Directors
decides on the time and the terms of the capital increase. The Board of
Directors may decide on an issue price below the market price. The authority
shall be valid until July 31, 2010.
The proposed resolution will entail amendments of articles 3.A.1, 3.A.2 and
3.A.3 of the company's Articles of Association.
That the requirement defined in the Danish Public Companies Act that general
meetings must also be convened electronically through the electronic information
system of the Danish Commerce and Companies Agency be incorporated in the
company's Articles of Association. The proposed resolution will entail an
amendment of article 4.4 of the company's Articles of Association.
That the company in future appoints only one auditor. The proposed resolution
will entail an amendment of article 10.1 of the company's Articles of
Association.
(b) Resolution proposed by shareholders.
7. Any other business.
The agenda, the annual report and the resolutions to be considered at the annual
general meeting, set out verbatim, including the above resolution proposed by
shareholders, cf. 6.b, will be available for inspection by the shareholders at
the company's offices from Friday, June 15, 2007 at 10 a.m.
The company's share capital amounts to a nominal value of DKK 110,130,520 and is
divided into shares of DKK 20 each or multiples thereof. Each share of DKK 20
carries one vote at general meetings.
Any shareholder, who has applied for an admission card not later than five days
prior to the date of the general meeting, is entitled to attend the general
meeting. When requesting admission cards, shareholders must document their title
to shares in the company either by such title being registered in the company's
register of shareholders or by presenting appropriate documentation from the
shareholders' account controller, issued not more than two weeks prior to the
date of presentation. In addition, shareholders must issue a written statement
to the effect that the shares have not been and will not be transferred to any
third party prior to the date of the general meeting.
Admission cards are available from VP Investor Services A/S, tel. +45 43 58 88
66. Admission cards may also be obtained via Thrane & Thrane's web site
www.thrane.com. Proxy forms are available for download at the company's website
and may be obtained from the company on request.
Any queries with respect to dividends and shareholders' exercise of financial
rights should be addressed to Danske Bank A/S, Holmens Kanal 2-12, DK-1092
Copenhagen K.
Kgs. Lyngby, June 14, 2007.
BOARD OF DIRECTORS
