Annual general meeting
Business transacted at the annual general meeting of Totalkredit A/S held on
Wednesday 26 March 2008.
On Wednesday 26 March 2008 at 10:00, Totalkredit A/S (CVR no 21 83 22 78) held
its annual general meeting at the Company's offices in Taastrup.
The general meeting had the following
AGENDA
Directors' report on the Company's business in the past year.
1. Presentation of audited Annual Report for approval.
2. Resolution on appropriation of profit according to adopted Annual Report.
3. Resolution on the discharge of the Executive Board and the Board of
Directors.
4. Election of Directors.
5. Appointment of auditors.
6. Proposals by the Board of Directors and/or shareholders.
a) The Board of Directors proposes that the following be added as a
second
paragraph to Article 5.1 of the Articles of Association: "The Board of
Directors
is authorised to implement an increase of the Company's share capital by
cash
payment until 1 January 2010 by up to DKK 1,000m by way of subscription
for new
shares."
Minutes of the general meeting:
Jens Færgemann, Senior Vice President, was elected Chairman of the meeting by
the Board of Directors, and he established that the general meeting had been
duly convened and formed a quorum in every respect.
Re Directors' report on the Company's business in the past year
The Directors' report was presented. There were no comments to the report.
Re item 1: Presentation of audited Annual Report for approval
The audited Annual Report for 2007 was reviewed and approved.
Re item 2: Resolution on appropriation of profit according to adopted Annual
Report
The Board of Directors proposed that the entire profit for the year be
transferred to reserves.
The proposal was approved.
Re item 3: Resolution on the discharge of the Executive Board and the Board of
Directors
The Executive Board and Board of Directors were discharged.
Re item 4: Election of Directors
An election of members for the Board of Directors was held.
The following persons were elected:
1. Niels Tørslev, Group Managing Director, Re-election
2. Bent Naur, Managing Director, Re-election
3. Søren Holm, Group Managing Director, Re-election
4. Preben Lund Hansen, Managing Director, Re-election
5. Frank Kristensen, Managing Director, Re-election
6. Gert Jonassen, CEO, Re-election
Re item 5: Appointment of auditors
The accounting firm Deloitte Statsautoriseret Revisionsaktieselskab was
reappointed as company auditors.
Re item 6: Proposals by the Board of Directors and/or shareholders
A proposal was submitted to amend Article 5 of the Articles of Association
whereby the Board of Directors would be authorised to implement a capital
increase by cash payment until 1 January 2010 by up to DKK 1,000m.
The proposal was adopted.
Finally, the general meeting authorised, unanimously and by all votes, the
Chairman of the meeting to take all such steps as deemed necessary or
appropriate to implement the resolutions made, including to make such
adjustments to the documents prepared as required by the Danish Financial
Supervisory Authority, the Danish Commerce and Companies Agency or other
authorities as a condition of registration or approval or merely proposed as
appropriate.
As no further business was to be transacted at the general meeting, the meeting
was adjourned.
Immediately after the general meeting, the Board of Directors elected its own
Chairman and Deputy Chairman and is subsequently composed of:
1. Niels Tørslev, Group Managing Director, Chairman
2. Bent Naur, Managing Director, Deputy Chairman
3. Søren Holm, Group Managing Director
4. Preben Lund Hansen, Managing Director
5. Frank Kristensen, Managing Director
6. Gert Jonassen, CEO
7. Johnna Bechsøfft, Assistant Vice President, staff-elected member
8. Jari Loch Jensen, Finance Officer, staff-elected member
9. Merete Nilausen, Head of Support and Training, staff-elected member
Taastrup, 26 March 2008
Chairman:
Jens Færgemann, Senior Vice President
