Bang & Olufsen a/s' Annual General Meeting will be held
on Friday, 28 September 2007, at 16.30
at Struer Gymnasium, Jyllandsgade 2, Struer.
Agenda
1. Election of chairman.
2. The Board of Directors' report on the company's
activities during the past year.
3. Presentation and approval of the audited accounts
for the 2006/07 financial year, including the
resolution concerning the discharge of the
Management Board and Board of Directors' obligations.
4. Decision concerning the allocation of profits in
accordance with the approved accounts.
5. Proposal by the Board of Directors:
The Board recommends to the Annual General Meeting:
a. that the Board is authorised to acquire -
within 18 months from the date of the Annual
General Meeting - up to 10 per cent of the
company's share capital at a price which
must not be more than 10 per cent above or
below the most recent price quoted for the
ordinary shares on OMX The Nordic Stock
Exchange Copenhagen
b. that a dividend of DKK 20.00 be paid per
nominal DKK 10 share bringing the total
dividend to approx. DKK 242 million. Last year,
the dividend was DKK 16.00 per nominal share
of DKK 10.00 equating to a payment of
DKK 199 million.
c. that the authorisation given to the Board of
Directors under Article 4, paragraph 4 of the
Articles, to issue employee shares, which was
in force until 31 May 2007, is extended until
31 May, 2012, so that "2007" in Article 4 is
changed to "2012". It is also proposed that
the number of B shares (ordinary shares) that
can be issued in accordance with the
authorisation be increased to nominally
DKK 2,500,000 and that the limit specified in
the final point "although not below the price
of 10.5", be removed from the relevant paragraph.
Following the proposed changes, Article 4,
paragraph 4 of the Articles of Association will
subsequently read as follows:
"Until May 2012, the Board of Directors is
authorised, in one or more stages, to increase
the company's ordinary share capital by up to
DKK 2,500,000 through the issue of shares
offered to staff of the Bang & Olufsen Group
at a price corresponding to the current market
price or lower, and on terms to be decided by
the company's Board of Directors."
The remaining section of the provision in
Article 4 of the Articles will be unchanged.
d. that the final paragraph of Article 5 of the
Articles of Association, which is a consequence
of Værdipapircentralen's transfer of all
register of shareholder activities to a 100%
owned subsidiary be changed from:
"The company's register of shareholders will be
maintained by Værdipapircentralen A/S,
Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup".
to:
"The company's register of shareholders will be
maintained by VP Investor Services A/S
(VP Services A/S), Helgeshøj Allé 61,
P.O. Box 20, 2630 Taastrup".
e. that, as a consequence of the changed requirement
regarding the preparation of the Annual Report,
Article 11 of the Articles of Association be
changed from:
"The Company's financial year runs from June 1
to May 31. The Annual Report for Bang & Olufsen a/s
is prepared in accordance with the provisions
applying to Class D companies under the Danish
Financial Statements Act, Danish Accounting
Standards and the requirements of the Copenhagen
Stock Exchange with respect to reporting of
listed companies."
to:
"The Company's financial year runs from June 1
to May 31. The Annual Report for Bang & Olufsen a/s
is presented in accordance with International
Financial Reporting Standards as endorsed by
the European Union as well as further Danish
requirements on the presentation of financial
statements for listed companies."
f. that the following option proposal be approved:
"The Board of Directors prepares an option scheme
for the Group's Management Board and for the senior
management group in Denmark and abroad for approval
at the Annual General Meeting. The Board of
Directors is not included in the scheme. It is
recommended that 88,500 options be apportioned as
13,500 to the Management Board and 75,000 to
33 senior staff. The strike price is fixed at
625 corresponding to the price level at the time
of publication of the statement of accounts for
2006/07. According to Black & Scholes' formula
the value is DKK 11.7 million as at 13 August, 2007.
The value of the allotted options will not exceed
25 % of the individual's annual salary. The options
can be used in August 2010 at the earliest and
expire in August 2013."
If the above option proposal is approved by the
Annual General Meeting, the following provisions
will be adopted in the company's Articles of
Association:
"c.f. the Companies Act Section 69b, guidelines
have been approved for incentive payments by
the Management Board. These guidelines are
available on the company's website."
6. Pursuant to the Articles of Association's article 9,
Torsten Erik Rasmussen and Preben Damgaard Nielsen
are standing for election.
Torsten Erik Rasmussen does not wish to be re-elected.
The Board of Directors proposes that Preben Damgaard Nielsen
be re-elected.
The Board of Directors also proposes the election of
Niels Bjørn Christiansen to the Board of Directors.
Niels Bjørn Christiansen graduated with a B.Sc.E.E,
Civil Engineer and has an MBA from Insead. He is Executive
Vice President and Chief Operating Officer of Danfoss A/S.
Niels Bjørn Christiansen is Chairman, Vice Chairman
and a member of the board of directors of a number of
Danfoss companies in Denmark and abroad and is also
a member of the boards of:
o Axcel A/S
o Business Minds
o Foss A/S
o TrygVesta
7. Election of auditors:
The Board of Directors proposes that Deloitte,
Statsautoriseret Revisionsaktieselskab be re-elected.
8. Other matters.
The company's nominal share capital totals DKK 120,813,380,
apportioned between A shares, (ordinary shares
(multiple voting shares)), of nominally DKK 10,855,430 and
B shares (ordinary shares) of nominally DKK 109,957,950.
Each A share amount of DKK 10 carries 10 votes, while each
B share of nominally DKK 10 carries 1 vote.
Admission cards for the Annual General Meeting can be
obtained by forwarding the enclosed form by post or
fax (no. + 45 43 58 88 67) to VP Investor Services A/S,
to be received by VP Investor Services A/S no later than
Monday, September 24, 2007, or by phoning
VP Investor Services A/S, tel.: + 45 43 58 88 66 no later
than Monday, September 24, 16:00.
Admission cards are also available from VP Investor Services A/S'
web-site: www.uk.vp.dk/agm.
If you are unable to attend, Bang & Olufsen a/s' Board of
Directors would be grateful if you would authorise the Board
to cast your vote by proxy. In this case, you are requested
to complete the proxy form, and, using the enclosed reply
envelope, ensure that it is received by VP Investor Services A/S
no later than Monday, September 24, 2007.
Owing to the lack of parking space at Struer Gymnasium,
we can again offer coach transport to the car park at our main
building ("Gården") to Struer Gymnasium and back.
These coaches are available from 15.45 on September 28, 2007.
In connection with the Annual General Meeting, we would like to
offer shareholders who are not employees, the opportunity to
visit the assembly factory (factory 4) and/or the mechanics
factory (factory 5).
Guided tours of both factories will run between 13.00 and 14.30.
There is also an opportunity to visit the main building ("Gården")
between 14.00 and 16.00. As well as a demonstration of
Bang & Olufsen's products, there will be briefing on
Det Nye Struer Museum (The New Struer Museum) where
Bang & Olufsen's history will be presented in a separate department.
If you wish to join the tours, please tick the appropriate
section on the form.
Yours faithfully,
Bang & Olufsen a/s
Jørgen Worning
Chairman
