4 April 2008
Company announcement no. 05-08
Annual General Meeting in Søndagsavisen a-s, Friday 4 April 2008
The Annual General Meeting was held in accordance to the published agenda.
The Management's review was presented and the Annual Report for 2007 was
adopted. In 2007, the The Group's revenue was DKK 1,737.7 million which is 4 %
higher than in 2006.
The consolidated profit before tax was DKK 30.3 million in 2007, which is DKK
144.2 million lower than in 2006.
In the management's review Mads Dahl Andersen, CEO, stated that the Group's
results for 2007 were very unsatisfactory.
It was resolved to discharge the Board of Directors and Management from their
obligations.
The Board of Directors' motion not to pay a dividend was noted and approved.
The general meeting adopted the Board of Directors' motion to renew the
authorisation to let Søndagsavisen a-s acquire treasury shares, however not more
than 10 % of the total share capital in the company. The authorisation remains
in force until the next Annual General Meeting.
The general meeting adopted the Board of Directors' motion to renew the
authorisation to the Board of Directors' to increase the share capital once at a
time or several times with up to DKK 25,000,000.00. The authorisation was given
for a period until 1 May 2012.
The general meeting adopted the Board of Directors' motion regarding general
guidelines for the granting of share options and for incentive pay to the Board
of Directors and the Management, see section 69b of the Danish Companies Act, as
follows:
*****
Board of Directors
The members of the Board of Directors receive a fixed annual
remuneration. The Board of Directors is granted no share options and receives no
incentive pay.
Management
Every year the Board of Directors may at its own discretion grant an
individually variable number of share options to the members of the Management
(and possibly other executive employees).
If, in a given financial year, the Board of Directors decides to grant share
options, the calculated theoretical market value of the allocated share options
at the time of allocation cannot exceed 100 % of the fixed annual salary. The
value is calculated using the Black & Scholes model.
The exercise price of the share options will be determined on the basis of the
average price of the company's shares during a certain period up to the time of
allocation. The exercise period of the share options can run from two or three
years after the time of allocation at the earliest, and the exercise period can
be a period of up to two years. Exercise of the share options is conditional on
employment with the Group at the time of exercise. The share options can be
satisfied through the company's holding of treasury shares.
The remuneration of the Management comprises a fixed salary and variable
incentive pay to align the Management's pay and performance and to increase
shareholder value.
Through the variable pay the Management can obtain an
annual bonus. The bonus can be based on one or several of the following
elements; share of profit before tax and/or share of change in revenue and
profit before tax compared with previous years. The amount of the bonus may vary
among the members of the Management but cannot exceed an amount equivalent to
100 % of the fixed annual salary.
Every year the remuneration of the Management is evaluated and fixed on market
terms by the chairmanship.
*****
The following provision was incorporated in the company's Articles of
Association as a new article 13:
”The company's Annual General Meeting has adopted general guidelines for the
possible granting of share options and for the incentive pay of the Board of
Directors and the Management.”
The General Meeting re-elected Richard Bunck, Peter Rasztar, Steen Gede and
Björn Lindberg as members of The Board of Directors. Ole Larsen and Jesper
Balser retired from The Board of Directors at their own request. Ulrik
Holsted-Sandgreen and Pål Bruu were elected to The Board of Directors. The Board
of Directors hereafter consists of Richard Bunck, Peter Rasztar, Steen Gede and
Björn Lindberg, Ulrik Holsted-Sandgreen and Pål Bruu.
Ernst & Young, state-authorised public accountant and Mortensen & Beierholm,
state-authorised public accountant, were appointed auditors of the Company.
Immediately after the Annual General Meeting the Board of Directors was
constituted with Richard Bunck as Chairman and Peter Rasztar as Vice Chairman.
For additional information please contact Mads Dahl Andersen, CEO, phone: + 45
39 57 75 00.
Yours sincerely
Søndagsavisen a-s
Richard Bunck
Chairman of the Board of Directors