Announcement No. 7-2008
14 April 2008
Notice to convene the Annual General Meeting of Danware A/S
Pursuant to article 5 of the articles of association, notice is hereby given
that the Annual General Meeting of Danware A/S will be held at 13.00 on
Wednesday, 30 April 2008 at the IDA Conference Centre, Kalvebod Brygge 31-33,
DK-1560 Copenhagen V.
Agenda:
1.The Board of Directors' report on the company's activities during the past
year.
2.Presentation of the audited annual report for approval.
3.The Board of Directors' proposal for the application of profit or treatment
of losses in accordance with the annual report as approved.
4.Resolution to discharge the Board of Directors and the Management Board from
liability.
5.Election of members to the Board of Directors.
The Board of Directors proposes that the current directors Ib Kunøe, Peter
Nielsen Grøndahl and Henning Hansen be re-elected and that Jan Elbæk be elected
to the Board to replace Claus True Hougesen, who is resigning.
6.Appointment of auditors.
The Board of Directors proposes that Deloitte Statsautoriseret
Revisionsaktieselskab (CVR No. 24 21 37 14) be appointed as the company's
auditors.
7.The Board of Directors' proposal that its authorisation to purchase shares in
the company up to 10% of the company's share capital be renewed.
8.The Board of Directors' proposed amendments to the articles of association:
A:Proposal to cancel article 7(3)(4), because a shareholder has indicated a
preference that the provision requiring a resolution to discharge the Board of
Directors and the Management Board from liability be deleted.
B:Proposal that the authorisation to the Board of Directors provided in article
4(1) of the articles of association be extended for a five-year period to expire
on 30 April 2013.
C:Proposal submitted pursuant to section 69 b of the Danish Public Companies
Act on general guidelines for incentive pay for the members of the Management
Board of Danware A/S.
9.Any other business
The agenda, the proposed resolutions set out verbatim and the audited annual
report for 2007 will be available for inspection by shareholders at the
company's offices at Bregnerødvej 127, DK-3460 Birkerød from 15 April 2008.
According to article 11 of the articles of association, adoption of the
resolutions proposed under items 8A and 8B above is subject to at least 50% of
the share capital being represented at the general meeting and the resolutions
being adopted by not less than two-thirds of the votes cast as well as of the
voting share capital represented at the general meeting. In case less than 50%
of the share capital is represented at the general meeting, and the resolution
is adopted by not less than two-thirds of the votes cast as well as of the
voting share capital represented at the meeting, another general meeting may be
called within 14 days after the general meeting. At the new general meeting, the
resolution can be adopted by not less than two-thirds of the votes cast as well
as of the voting share capital represented at the general meeting.
At the date of this notice to convene the Annual General Meeting, the share
capital of Danware A/S amounted to a nominal value of DKK 19,252,140 consisting
of 3,850,428 shares with a nominal value of DKK 5 each. Each share with a
nominal amount of DKK 5 carries one vote.
The bank appointed by the company through which shareholders may exercise their
financial rights is Danske Bank.
All shareholders having obtained an admission card not later than on Friday, 25
April 2008 are entitled to attend the Annual General Meeting. Admission cards
may be requested from the website of VP Investor Services at www.vp.dk/GF or
from the company's website, www.danware.dk, from Tuesday, 15 April 2008 until
Friday, 25 April 2008, both days inclusive.
Copenhagen, 14 April 2008
The Board of Directors of Danware A/S
Contact
Kurt Bager, CEO, tel. +4590 2525, e-mail kgb@danware.dk
About Danware
Danware's core business is to develop and market software products based on the
NetOp® core technology - a technology that enables swift, secure, and seamless
transfer of screens, sound, and data between two or more computers. The company
has two business areas, Desktop Management and Education. The core Desktop
Management product, NetOp® Remote Control, enables remote control of one or more
computers. NetOp® School, the core Education product, is a software solution for
computer-based classroom teaching. All are Plug and Play products with extensive
functionality, flexibility and user-friendliness. Danware's products are sold in
more than 80 countries, and in 2007 the turnover was approximately EUR 11.4
million. Danware's shares are listed on the Copenhagen Stock Exchange and are
part of the SmallCap+ index. Danware has subsidiaries in the U.S.A., the UK, and
Germany. For further information, please see www.danware.com.
Translation In the event of any inconsistency between this document and the
Danish language version, the Danish language version shall be the governing
version.
Complete proposals to be submitted for approval at
the Annual General Meeting of Danware A/S
to be held on Wednesday, 30 April 2008 at 13.00
Re 3:The Board of Directors proposes that no dividend be paid in respect of the
2007 financial year.
Re 7:The Board of Directors proposes that the shareholders renew the authority
granted to the Board of Directors at the annual general meeting held in 2007 to
purchase shares in the company. The proposal reads as follows:
“The Board of Directors shall be authorised to acquire shares in the company up
to a nominal value of 10% of the company's issued share capital, cf. section 48
of the Danish Public Companies Act. The authorisation shall be valid until the
next annual general meeting. The consideration for acquisition of shares in the
company shall not deviate by more than 10% from the buying price quoted by the
Copenhagen Stock Exchange at the time of purchase. The buying price quoted by
the Copenhagen Stock Exchange shall be understood to be the closing price - all
trades as at 17.00.”
Re 8 A:On the basis of preferences indicated by a shareholder, the Board of
Directors proposes that item 4 under article 7(3) be cancelled and that items 5
thru 8 be renumbered to items 4 thru 7. It is proposed that article 7(3) be
amended from:
“1. The Board of Directors' report on the company's activities during the past
year.
2. Presentation of the audited annual report for approval.
3. The Board of Directors' proposal for the application of profit or treatment
of losses in accordance with the annual report as approved.
4. Resolution to discharge the Board of Directors and the Management Board from
liability.
5. Election of members to the Board of Directors.
6. Appointment of auditors.
7. Any resolutions proposed by the Board of Directors or shareholders.
8. Any other business.”
to read as follows
“1. The Board of Directors' report on the company's activities during the past
year.
2. Presentation of the audited annual report for approval.
3. The Board of Directors' proposal for the application of profit or treatment
of losses in accordance with the annual report as approved.
4. Election of members to the Board of Directors.
5. Appointment of auditors.
6. Any resolutions proposed by the Board of Directors or shareholders.
7. Any other business”
Re 8 B: The Board of Directors proposes that the authorization to the Board of
Directors to issue warrants in accordance with article 4(1) of the articles of
association be extended for a five-year period to expire on 30 April 2013
pursuant to s. 37 (1) of the Danish Public Companies Act. It is proposed that
article 4(1) be amended from:
“The Board of Directors shall be authorised in the period until 29 April 2008 to
issue up to 210,000 warrants by one or more issues on terms and conditions
determined by the Board of Directors. The issue may, but need not be, conducted
in connection with a capital increase.”
to read as follows
“The Board of Directors shall be authorised in the period until 30 April 2013 to
issue up to 210,000 warrants by one or more issues on terms and conditions
determined by the Board of Directors. The issue may, but need not be, conducted
in connection with a capital increase.”
Re 8 C: The proposed general guidelines for incentive pay to the members of the
Management Board of Danware A/S are set out below.
GENERAL GUIDELINES FOR INCENTIVE PAY
TO THE MANAGEMENT BOARD OF DANWARE A/S
Background:
Section 69 b of the Danish Public Companies Act came into effect on 1 July 2007.
It requires the board of directors of a listed company to define general
guidelines for the company's incentive pay before entering into a specific
agreement on incentive pay with any member of the company's board of directors
or management board. Such general guidelines must set out the framework for
incentive pay to members of the company's board of directors and management
board.
The guidelines must be considered and approved by the company's shareholders at
the annual general meeting.
Specific agreements on incentive pay to members of the management board approved
prior to the annual general meeting to be held on 30 April 2008 and which are
unchanged, are not subject to the new provisions of section 69 b of the Danish
Public Companies Act.
Danware A/S has for a number of years used incentive pay to, among others,
members of the company's Management Board, including by way of warrants as well
as performance-related pay/bonus pay.
Upon approval of the general guidelines for incentive pay, incentive pay may be
awarded to the members of the company's Management Board. The members of the
Board of Directors of Danware A/S do not receive incentive pay and are thus not
covered by the guidelines.
Incentive pay is awarded to individual members of the Management Board for the
purpose of achieving maximum value creation for the company.
Incentive pay must not exceed 50% of any individual's annual salary, as
calculated on the basis of the value of the incentive pay on acquisition
(award).
Incentive pay must not exceed an aggregate value to the company of DKK 2,000,000
per financial year as calculated on the basis of the value of the incentive pay
on acquisition (award).
Incentive pay may consist of the following:
1. Warrants
2. Bonus schemes
3. Performance-related contracts.
Warrants must be exercised within a period of up to five years from the vesting
date. The exercise price must at least equal the market price of the company's
shares at the date of issue. Individual executives shall not pay any
consideration for the share instrument unless the Board of Directors
specifically resolves otherwise.
A bonus scheme or performance-related contract may have a term of one or more
years and/or it may be subject to a specific event occurring in respect of
Danware A/S. Retention bonuses, loyalty bonuses or the like may also be applied.
Bonus amounts under current bonus schemes are paid in cash.
Payment under an incentive pay scheme will depend on whether the conditions and
targets defined in the relevant scheme have been fully or partly met. These may
be personal targets related to the performance of the individual member of the
Management Board, the performance of Danware A/S or the occurrence of a specific
event.
The Board of Directors may change or phase out one or more incentive schemes
introduced pursuant to these guidelines. In an evaluation of whether this should
be done, the criteria that formed the basis of the establishment of the plan
will be taken into account. However, such changes can only be made within the
framework of these general guidelines. More extensive changes must be approved
by the shareholders in general meeting.
If the shareholders in general meeting adopt the guidelines proposed by the
Board of Directors, the following provision will be inserted as the new article
5 (12) of the articles of association:
“The company has defined general guidelines for incentive pay to the Management
Board. The guidelines have been considered and approved by the shareholders in
general meeting and are available at the company's website.”
---ooo0ooo---
According to article 11 of the articles of association, adoption of the
resolutions proposed under items 8A and 8B above is subject to at least 50% of
the share capital being represented at the general meeting and the resolutions
being adopted by not less than two-thirds of the votes cast as well as of the
voting share capital represented at the general meeting. In case less than 50%
of the share capital is represented at the general meeting, and the resolution
is adopted by not less than two-thirds of the votes cast as well as of the
voting share capital represented at the meeting, another general meeting may be
called within 14 days after the general meeting. At the new general meeting, the
resolution can be adopted by not less than two-thirds of the votes cast as well
as of the voting share capital represented at the general meeting.
At the date of this notice to convene the Annual General Meeting, the share
capital of Danware A/S amounted to a nominal value of DKK 19,252,140 consisting
of 3,850,428 shares with a nominal value of DKK 5 each. Each share with a
nominal amount of DKK 5 carries one vote.
The bank appointed by the company through which shareholders may exercise their
financial rights is Danske Bank A/S.
All shareholders having obtained an admission card not later than Friday, 25
April 2008 are entitled to attend the extraordinary general meeting. Admission
cards may be requested from the website of VP Investor Services at www.vp.dk/GF
or from the company's website, www.danware.dk, from Tuesday, 15 April 2008 until
Friday, 25 April 2008, both days inclusive.
Copenhagen, 14 April 2008
The Board of Directors of Danware A/S
The Annual General Meeting of Danware A/S will be held at 13.00 on Wednesday, 30 April 2008
| Source: Netop Solution A/S
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