The Annual General Meeting of EAC was held on Thursday 3 April 2008 at 4 pm at
the Radisson SAS Falconer Hotel, 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 2007 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 was adopted to re-elect the following Supervisory Board members
elected by the shareholders: Henning Kruse Petersen, Torsten Erik Rasmussen,
Mats Lönnqvist, Preben Sunke and Connie Astrup-Larsen.
e.The proposal was adopted to re-elect PricewaterhouseCoopers, Statsautoriseret
Revisionsak-tieselskab.
f.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 totaling
10 per cent of the Company's share capital; see section 48 of the Danish Public
Companies Act, with a deviation of plus/minus 10 per cent from the price listed
on the Copenhagen Stock Exchange at the time of acquisition, was adopted.
g.The additional proposals were approved as follows:
1. Reduction of the Company's share capital from DKK 1,052,113,265 by the
amount of DKK 66,239,250 so that the Company's share capital will amount to DKK
985,874,015. The amount by which the share capital is reduced corresponds to
the nominal value of the Com-pany's portfolio of treasury shares after
appropriation of treasury shares of a nominal value of DKK 23,380,000 to cover
the Company's share option programme.
The reduction will be implemented by cancellation of 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 General Meeting. The
capital reduction cannot be carried into effect until the three-month period
set out in the notice to creditors in accordance with section 46 of the Danish
Public Companies Act has expired, and after the claims of any creditors have
been satisfied.
As a consequence of the authorization of the capital reduction, Article 3.1 in
the Articles of Association shall be altered, so that the amount of the share
capital after the capital reduc-tion will be stated.
2.Authorisation to the Supervisory Board to increase the Company's share
capital by one or more issues representing a maximum aggregate amount of DKK
400 mill. And in continuation thereof the wording of article 3.3 in the
Articles of Association is changed to read as fol-lows:
”In the period ending on 3 April 2013 the Company's Supervisory Board is
authorised to in-crease the Company's share capital by one or more issues,
representing a maximum ag-gregate amount of DKK 400 million. The increase can
be effected by payment in cash or as consideration for full or partial
acquisition of an existing business or specific capital assets, including
shares. The Supervisory Board may offer the shares for subscription at market
price without pre-emptive rights for the existing shareholders. The new shares
are to be ne-gotiable securities and may be recorded in the name of the holder
in Company's Register of Shareholders.”
3.General guidelines for incentive programme for the Company's Executive Board
as per attachment.
As a consequence thereof a new article 10 shall be included in the Articles of
Association:
”The Supervisory Board has drawn up some general guidelines for an incentive
programme for the Company's Executive Board. These guidelines have been
approved by the Com-pany's General Meeting on 3 April 2008. The same guidelines
apply for a number of other senior executives and key employees with the EAC
Group. The general guidelines for the incentive programme are available on the
Company's website www.eac.dk.”
Deletion of Article 4B on a share option program.
4.Further changes to the Articles of Association:
- each of the 13 main provisions of the Articles of Association is given a
heading.
- article 4.7 is changed to read as follows:
”The Supervisory Board has appointed Aktiebog Danmark A/S, Kongevejen 118, 2840
Holte, as Registrar of Shareholders until 30 June 2008. As from 1 July 2008 the
Supervisory Board appoints VP Investor Services A/S, Helgeshøj Allé 61, 2630
Tåstrup, Registrar of Shareholders. The register of shareholders shall include
a list of all shares in the Company. The names of registered shareholders will
be listed.”
- article 4.8 is changed to read as follows:
”Any dividend is paid into the account indicated by the shareholders in
accordance with the rules applicable to the Danish Securities Centre.”
- article 4.9 to be deleted, as the current wording on annulment of lost shares
and share certificates is considered redundant.
- section 4A on the Supervisory Board's authorisation to make decisions
regarding the distribution of any extraordinary dividend is changed to a new
article 8.6
- article 5.4 is changed to read as follows:
”General meetings of shareholders will be convened by the Supervisory Board via
the electronic information system of the Danish Commerce and Companies Agency
as well as by inserting an announcement in the “Berlingske Tidende” giving no
more than four weeks' and not less than eight days' notice. The announcement is
further to be made in writing to all shareholders in the Register of
Shareholders, who have so requested.”
- article 5.5 is changed to the following:
”Not later than eight days prior to any general meeting, the agenda accompanied
by the full and complete resolutions to be proposed at the general meeting -
and, in respect of the Annual General Meeting, also the audited Annual Report -
will be made available for inspection by the shareholders on the Company's
website www.eac.dk as well as at the Company's office.”
- article 5.7 is changed to a new article 6.2
- article 7.1 is consolidated with article 7.2 to read as follows:
”The general meetings of shareholders will be presided by a chairman elected by
the Su-pervisory Board. The chairman thus elected will settle all matters
relating to the transac-tion of business, the voting and the results thereof.”
- article 7.3 is changed to a new article 7.2
- articles 8.1, 8.2 and 8.3 are changed to new articles 7.3, 7.4 and 7.5,
respectively
- article 8.4 is changed to a new article 7.6 to read as follows:
”A shareholder is only entitled to exercise the voting right attached to shares
that the shareholder have caused to be entered in the Register of the
Shareholders. However, a sha-reholder who has acquired shares by transfer shall
not be entitled to exercise voting rights unless the shares have been entered
in the Register of Shareholders by the date when the General Meeting was
convened, or if the shareholder has filed notice of and served proof of his
acquisition by the same date.”
- articles 8.5 and 8.6 are changed into articles 7.7 and 7.8, respectively
- article 8.7 is changed to a new article 7.9 to read as follows:
”Resolutions put to the vote of the shareholders at a general meeting will be
decided by a simple majority of votes, unless a Danish statute or regulation
prescribe otherwise.”
- article 8.8 be deleted.
- articles 9.1, 9.2, 9.3, 9.4 and 9.5 are changed to new articles 8.1, 8.2,
8.3, 8.4 and 8.5, respectively
- articles 9.6 is changed to article 8.7
- section 10 is changed to new article 9
- article 11.1 is changed to read as follows:
”The Company will be bound in legal transactions by the signature of the
Chairman of the Supervisory Board, or by the signature of the a member of the
Executive Board, or by joint signatures of the Deputy Chairman of the
Supervisory Board and another member of the Supervisory Board. ”
The Chairman presiding over the Annual General Meeting was authorised to make
such amendments to the provisions adopted under item g. as might be required
for registration with the Danish Commerce and Companies Company.
At the subsequent Supervisory Board meeting, the Supervisory Board elected
Henning Kruse Petersen as Chairman and Torsten Rasmussen as Deputy Chairman.
Yours sincerely,
The East Asiatic Company Ltd. A/S
(A/S Det Østasiatiske Kompagni)
For additional information, please contact:
President & CEO Niels Henrik Jensen
+45 3525 4300
+45 2023 2188 (mobile)
nhj@eac.dk
Group CFO Michael Østerlund Madsen
+45 3525 4300
+45 2041 0957 (mobile)
mom@eac.dk
www.eac.dk
