NOTICE OF GENERAL MEETING IN AURIGA INDUSTRIES A/S
MONDAY, APRIL 21, 2008
The ordinary general meeting, cf. Article 8 of the Articles of Association,
will be held on Monday, April 21, 2008 at 2 pm at the Auriga offices,
Thyborønvej 78, 7673 Harboøre, Denmark.
Agenda of the annual general meeting pursuant to Article 12 of the Articles of
Association:
1. Report by the Board of Directors on Auriga's activities in the past
financial year.
2. Presentation of the annual report for 2007 with auditor's report for
adoption, including resolution about discharge of obligations of the Board of
Executives and the Board of Directors and approval of remuneration for the
Board of Directors.
3. Resolution concerning appropriation of profits or coverage of losses in
accordance with the adopted annual report. The Board of Directors proposes that
dividend of DKK 4.00 be paid per share of DKK 10.
4. Adoption of general guidelines concerning performance-related remuneration
of the Board of Directors and the Board of Executives. The Board of Directors
proposes that the draft “Overordnede retningslinier for incitamentsaflønning af
bestyrelse og direktion i Auriga Industries A/S” (General guidelines concerning
performance-related remuneration of the Board of Directors and the Board of
Executives of Auriga Industries A/S) be adopted by the general meeting, in
which case the following new Article 15.4 should be inserted into Auriga's
Articles of Association.
“The Board of Directors has drawn up a set of general guidelines concerning
performance-related remuneration of the Board of Directors and the Board of
Executives. These guidelines have been considered and adopted by the general
meeting held in the company on April 21, 2008, cf. Section 69b of the Danish
Companies Act (Aktieselskabsloven). The guidelines have been published on
Auriga's website www.auriga-industries.com.”
5. Election of members to the Board of Directors.
It is proposed that the following members of the Board of Directors elected by
the general meeting be reelected: Ole Steen Andersen, Povl Krogsgaard-Larsen,
Johannes Jacobsen, Jan Stranges and Karl Anker Jørgensen. Ernst Lunding wishes
to step down. The Board of Directors proposes that Torben Skriver Frandsen be
elected new member of the Board of Directors.
6. Appointment of auditor.
The Board of Directors proposes the reappointment of Deloitte Statsautoriseret
Revisionsaktieselskab.
7. Any proposals submitted by the Board of Directors or by shareholders:
7.1. The Board of Directors requests that, in the period up until the next
ordinary general meeting, the company be authorised to acquire treasury shares
with a nominal value of up to 10 per cent of the share capital, the price of
acquisition of such treasury shares not deviating by more than 10 per cent from
the market price applicable at any time, cf. Section 48 of the Danish Companies
Act (Aktieselskabsloven).
Approval, adoption, election and appointment under items 2-7 of the agenda
require a simple majority of votes.
AGENDA, PROPOSALS AND ANNUAL REPORT
The audited annual report for 2007 including the consolidated financial
statements and the agenda for the general meeting with complete proposals,
including “Overordnede retningslinier for incitamentsaflønning af bestyrelse og
direktion i Auriga Industries A/S” (General guidelines concerning
performance-related remuneration of the Board of Directors and the Board of
Executives of Auriga Industries A/S) will be available for review at Auriga's
offices, Thyborønvej 78, 7673 Harboøre, Denmark, from Friday, April 11, 2008.
As from the same date, the documents can also be reviewed at the headquarters
of Danske Bank, Holmens Kanal 2-12, 1092 Copenhagen K or at
www.auriga-industries.com.
ADMISSION CARDS AND PROXIES
Shareholders registered in Auriga's register of shareholders automatically
receive notice as well as relevant registration and proxy form for the general
meeting.
Shareholders not registered in the register of shareholders may obtain an
admission card by duly documenting their shareholding.
Admission cards and proxy forms can be ordered on the Auriga website
www.auriga-industries.com or by contacting Auriga's office in Harboøre up to 5
days before the date of the general meting, i.e. up until and including
Wednesday, April 16, 2008 at 4 pm, cf. Article 9 of the Articles of
Association.
According to Article 10.1 of the Articles of Association, the voting right
attaching to the shares can only be exercised where the shares and the names of
the holders have been registered in Auriga's register of shareholders, or the
acquisition has been reported and documented. The voting right attaching to
shares acquired by means of transfer cannot be exercised at general meetings
which are called before the shares and the name of the holder have been
registered in the Auriga register of shareholders, or before the acquisition
has been reported and documented to the company. The acquired shareholding is,
however, regarded as being represented at the general meeting even though the
voting right cannot be exercised if the shares have, prior to the general
meeting, been registered in the register of shareholders, or if the shareholder
has reported and documented his acquisition.
SHARE CAPITAL, VOTES AND DIVIDEND
Auriga's share capital of DKK 255 million is divided into Class A shares with a
nominal value of DKK 75 million and Class B shares with a nominal value of DKK
180 million. Each Class A share with a nominal value of DKK 10 carries 10
votes, while each Class B share with a nominal value of DKK 10 carries 1 vote.
Dividend adopted by the general meeting will, less any tax, be paid out by
Værdipapircentralen A/S.
On behalf of the Board of Directors
Ole Steen Andersen
Chairman
AURIGA INDUSTRIES A/S
Thyborønvej 78,
7673 Harboøre, Denmark
Tel.:+45 7010 7030
More information and registration to the general meeting on
www.auriga-industries.com
