BoConcept Holding A/S
Central Business Registration No. 34 01 84 13
Notice is hereby given that the annual general meeting of BoConcept Holding A/S
will
be held on
Tuesday, 28 August 2007, at 4 p.m.
at the company's office at Mørupvej 16, DK-7400 Herning.
Agenda:
1. Election of chairman of the meeting
2. Management's review
3. Presentation of the annual report
4. Adoption of the annual report, including grant of discharge to the
executive
and supervisory boards and resolution regarding the appropriation of profit
or
provision for losses pursuant to the approved annual report.
5. Election of members of the supervisory board
6. Proposals by the supervisory board:
The supervisory board proposes:
a) Increase of the Class B share capital by a nominal amount of between
DKK 150,000 (15,000 shares) and DKK 400,000 (40,000 shares). The
existing shareholders' pre-emption rights are to be waived, since the
capital increase is part of an employee share scheme in pursuance of
section 7A(1)(i) of the Danish Tax Assessment Act.
The subscription period is from 1 October 2007 to 10 October 2007. The
subscription amount shall be paid to the company between 12 October
2007 and 24 October 2007. The subscription price is 200 for each share
of a nominal value of DKK 10. The Class B shares are negotiable
instruments registered through the Danish Securities Centre and are
bearer shares, but they may be registered in the name of the holder in
the company's register of shareholders. The costs of the capital increase
are estimated at DKK 30,000 excluding value added tax. The
negotiability of the shares is subject to no restrictions, and no
shareholder is obliged to have his or her shares redeemed, wholly or in
part.
The proposal results in an amendment to article 2 of the company's
articles of association since the total share capital and the company's
Class B capital must be adjusted to the capital increase.
b) Adoption of general guidelines for incentive pay to the supervisory
board, the executive board and other selected executives is based on
the following framework:
- Incentive pay may be allotted to the supervisory board, the
executive board and other selected executives at present
approximately 25-30 people, and to additional future new
employees.
- A subscription right confers on the holder a right to subscribe for
one share of a nominal value of DKK 10.00.
- Subscription rights of up to a maximum of 25,000 for the
supervisory board and a maximum of 30,000 for the executive
board may be issued. Subscription rights may be allotted on
several occasions. Partly during the coming 12 months to the
present supervisory and executive boards and selected executives,
partly at later times before 30 April 2010 to persons who have
joined the company later.
- The subscription rights allotted can only be exercised by the
subscription for shares if the company's strategy plan for the years
2008/2009, 2009/2010 and 2010/2011 is realised in terms of pre-
tax profit. For each of the years 2008/2009 and 2009/2010
subscription rights can be allotted with one fourth and for
2010/2011 half of all subscription rights.
- If targets are not reached in full during the years in question the
right to exercise the subscription rights will be graduated.
- The participants in the pay by subscription rights system must be
employed with the company or with an affiliated company or be
members of the company's supervisory board at the time of
allotment.
- The exercise price shall be fixed at the closing price on the date
when the company has committed itself in relation to the
participants by notifying them of participation in the issue of share
options.
- The share options allotted can at the earliest be exercised by the
participants in connection with the publication of the 2010/2011
annual report and at the latest on 30 September 2011.
- Based on the closing price on 6 August 2007 the value of each
individual subscription right amounts to DKK 131.80 calculated on
the basis of the Black-Scholes model. If the value is measured for
all the proposed 240,000 subscription rights the value of these
amounts to a total of DKK 31.6 million.
The valuation according to the Black-Scholes model comprises the
following elements:
- A volatility of 30.6% on the basis of 12 months of historical
observations
- Risk-free interest 4.3% corresponding to the interest on Danish
government bonds with the same term as the share options
- Anticipated dividend per share of 2.3% of the share price
The proposed resolution will have the effect that a provision on it will be
included in the articles of association.
c) The general meeting authorises the supervisory board to issue share
options which may confer on their holder the right to subscribe for Class
B shares of a nominal value not exceeding DKK 2.4 million (240,000
shares). The authority is valid till 30 April 2010. Only members of the
supervisory board, the executive board and other selected executives
are eligible for subscribing for the share options in accordance with the
guidelines for incentive pay adopted by the general meeting. The
authority may only be exercised by issuing share options that confer the
right to subscribe for Class B shares in the proportion 1:1 at the market
price of these at the time of the issue of the share option.
The said proposal shall be included in the company's articles of
association.
d) The general meeting authorises the supervisory board to increase the
Class B share capital to an amount not exceeding nominally DKK 2.4
million (240,000 shares). The authority is valid till 30 September 2011.
The capital increase shall only be effected by a cash contribution. The
capital increase shall only be effected by the supervisory board, the
executive board or other selected executives exercising the share option
allotted by them in the period from 29 August 2007 to 30 June 2011.
The new Class B shares are negotiable instruments registered through
the Danish Securities Centre and are bearer shares, but they may be
registered in the name of the holder. No restrictions shall apply to the
negotiability of the shares. No shareholder shall be obliged to have his
or her shares redeemed, neither wholly nor in part.
The said proposal shall be included in the company's articles of
association.
e) Authorisation of the chairman of the supervisory board to make such
amendments as the Danish Commerce and Companies Agency may
require in order to obtain registration.
f) Authorisation of the supervisory board to acquire up to 10% of the
company's share capital before the next ordinary general meeting with
reference to section 48 of the Danish Companies Act within a price
range of 10% below or above the current market price.
7. Appointment of auditors
8. Any other business
Adoption of items 6a, 6c and 6d on the agenda require a qualified majority in
accordance
with article 11 of the articles of association.
The audited annual report and the agenda for the annual general meeting as well
as the
complete proposals and the full wording of the proposed amendments to the
articles of
association will be open for inspection by the shareholders at the company's
office from 10
August 2007.
Admission cards may be obtained by telephoning the company on telephone no. +45
7013 1366 not later than 24 August 2007.
BoConcept Holding A/S
Svend Sigaard
(Chairman of the supervisory board)
