NOTICE
of an extraordinary general meeting of
Bang & Olufsen a/s - CVR no. 41 25 79 11
which will be held on Wednesday, 4 March 2009 at 4.30 pm at
Struer Statsgymnasium, Jyllandsgade 2, 7600 Struer, Denmark
The Board of Directors of Bang & Olufsen a/s hereby convenes
an extraordinary general meeting of the Company to be held in
accordance with the following
AGENDA
1. Election of the chairman of the meeting
2. Proposal to authorise the Board of Directors to increase
the Company's share capital
3. Proposal to abolish the share classes on specific terms and
conditions and to make the resulting consequential amendments
to the Company's Articles of Association
4. Proposal to introduce electronic communication between the
shareholders and the Company
5. Proposal to amend specific provisions in the Company's
Articles of Association
6. Delegation of authority to the chairman of the meeting
____________________________________________________________________________
1. The Board of Directors proposes that Mr Søren Meisling, attorney-at-law,
be appointed chairman of the extraordinary general meeting.
2. The Board of Directors proposes that, in the period until 31 December 2009,
it be authorised, in one or more stages, to increase the Company's share
capital by a nominal amount of up to DKK 250,000,000 (corresponding to
25,000,000 shares of DKK 10 each), see section 37 of the Danish Public
Companies Act (aktieselskabsloven), always provided, however, that the first
exercise of the authority must be for a minimum nominal amount of DKK
30,000,000 (corre-sponding to 3,000,000 shares of DKK 10 each), by cash
payment with a preferential subscrip-tion right for the Company's existing
holders of class A shares and class B shares with respect to new shares
in proportion to their holdings of class A and class B shares, as decided by
the Company's Board of Directors in each individual case.
Irrespective of whether the preferential subscription right is exercised by
holders of class A shares or class B shares, shares issued according to
the authorisation must be class B shares being negotiable instruments
issued to bearer, but which may be registered in the holder's name in the
Company's register of shareholders. There will be no limitations on the
transferability of the shares, and no shareholder shall be obliged to allow
his/her shares to be redeemed in whole or in part. The shares are to carry
the same rights as the existing B shares and to carry the right to receive
dividends and other rights in the Company as from the date of registration
of the capital increase with the Danish Commerce and Companies Agency.
The authorisation will be inserted in the Articles of Association as
a new Article 4a.
3. The Board of Directors proposes that the split of the Company's share
capital into class A shares and class B shares be abolished and that the
resulting amendments to the Articles of Association be adopted subject to
completion of a capital increase of a minimum nominal amount of
DKK 30,000,000 in B shares in accordance with the proposal under item 2.
In the event that a capital increase of a minimum nominal amount of
DKK 30,000,000 in B shares is effected in accordance with the authorisation
under Article 4a of the Articles of Association, the Company's class A shares
and class B shares will merge into one share class immediately following
registration of such capital increase, and the Company's Articles of
Association will be amended accordingly. The Board of Directors will arrange
for registration of the amended Articles of Association. All the shares in the
Company will subsequently be negotiable instruments which must be issued
in the name of the holder and be registered in the Company's register of
shareholders, and all the shares will carry the same number of votes per
share at general meetings.
Subject to the merger of the share classes being effected, the proposal
will to the holders of class A shares imply that in future each share amount
of DKK 10 will carry one vote and not ten votes. The proposal will moreover
imply that the holders of class A shares will no longer have any preferential
subscription right in case of capital increases in their own class of shares.
The Articles of Association will in future no longer contain any wording as to
preferential subscription rights, but will instead be based on the principles of
the Public Companies Act according to which the shareholders in the
Company will have a proportionate preferential subscription right in case of
capital increases which are not effected at market prices. Consequently,
the class A shares will, in future, be comprised in the same class of shares
as the Company's class B shares at the ratio of one to one.
To the holders of class B shares the proposal will imply that following the
merger of the share classes, all shares must be registered in the name
of the holder in the Company's register of shareholders instead of being
bearer shares.
The authorisation is inserted in the Articles of Association as a new Article
4b.
Articles 4, 5, 6 and 8 of the Articles of Association will be amended
accordingly,
just as Article 4a will be amended, whereas Article 4b will be deleted.
The wording of the Articles of Association after the capital increase and the
rmerger of the share classes will appear from the com-plete proposals,
which will be available for inspection at the offices of the Company, and which
are available at the Company's website www.bang-olufsen.com.
4. The Board of Directors proposes that the general meeting resolves to
introduce electronic communication between the shareholders and the
Company in accordance with section 65b of the Public Companies Act
and that at the same time it authorises the Board of Directors to decide
when to introduce such electronic communication. The Company may
then give all notices to be given to the Company's shareholders under the
Public Companies Act or the Articles of Association by electronic mail,
and documents may be made available or forwarded in electronic form.
An authorisation with the following wording will be inserted as a new
Article 9 in the Articles of Association:
”On 4 March 2009, the general meeting adopted a resolution to introduce
electronic communi-cation between the Company and the shareholders
and authorised the Board of Directors to decide when to introduce such
electronic communication and to effect any necessary amendments to
the Articles of Associations. The Board of Directors will inform the
Company's shareholders of when electronic communication is introduced.
The Company is entitled to give any notices to the Company's
shareholders to be given under the Public Companies Act or these
Articles of Association by electronic mail, and documents may be
made available or forwarded in electronic form.
The Company's Management will ask the Company's shareholders to
provide their current email addresses to which notices may be given.
All shareholders shall keep the Company informed of their current
email addresses.
Information on system requirements and the use of electronic
communication must be provided directly to the shareholders by the
Company's Management or published at the Company's website
www.bang-olufsen.com.”
5: In addition to the amendments to the Articles of Association
proposed under items 2-4, the Board of Directors proposes that
a number of the provisions in the Articles of Association be amended.
These amendments relate to Articles 5, 7, 8 and 9 of the Articles of
Association whereby a number of provisions will be clarified and
joined into one provision, but the proposal will also imply the
amendment or removal of certain provisions.
A. Article 5, 8th paragraph, of the Articles of Association
As at 16 March 2009, the Company's registrar will be moving to
Weidekampsgade 14, 2300 Copenhagen S, Denmark, which is
reflected in the Company's Articles of Association.
B. Article 7, 2nd paragraph, of the Articles of Association
The Board of Directors proposes that Articles 7, 2nd paragraph,
of the Articles of Association be worded as follows:
”General meetings shall be convened by the Board of Directors by
notification inserted in a local daily newspaper and in a Copenhagen
daily newspaper, and in any other way as stipulated by current
legislation. Notification shall furthermore be given in writing to all
shareholders listed in the register of shareholders who have
requested such notification.”
The amendment will imply that notice of general meetings will no
longer be made in the Danish Official Gazette (Statstidende) as
this is no longer a statutory requirement. It will further be specified
that notice will merely have to be given in writing which means not
necessarily by letter. Also, the amendment implies that the
existing 2nd and 3rd paragraphs of Article 7 are combined into a
new 2nd paragraph under Article 7.
C. Article 7, 4th paragraph, of the Articles of Association
The Board of Directors proposes that Article 7, 4th paragraph,
of the Articles of Association be worded as follows:
”Notification shall be made at no less than 8 days' and
no more than 4 weeks' notice.”
The amendment will imply that the Company's Board of Directors
will be able to convene gen-eral meetings by only 8 days' notice
instead of 2 weeks' notice, which is the minimum notice provided
under the existing Articles of Association. The Board of Directors
may then convene general meetings at a minimum notice of 8 days
and a maximum notice of 4 weeks, which is in accordance with
section 73 of the Danish Companies Act.
D. Article 7, 5th paragraph, and Article 8, 1st paragraph, of the
Articles of Association
The Board of Directors proposes that item 1 on the agenda for
the Annual General Meeting as set out in Article 7, 1st paragraph,
of the Articles of Association be deleted. At the same time,
the wording of Article 8, 1st paragraph, of the Articles of
Association will be as follows:
”The general meeting of the Company shall be conducted by
a chairman of the meeting elected by the Board of Directors.”
The amendment will imply that in future the chairman of the
meeting will be appointed by the Board of Directors and not
the general meeting.
E. Article 8, 2nd paragraph, of the Articles of Association
The Board of Directors proposes that in future the chairman of the
meeting is to decide upon all questions of procedure, voting and
voting results at general meetings. The amendment will be added
to the 1st paragraph of Article 8 of the Articles of Association,
which will then read:
”The general meeting of the Company shall be conducted by a
chairman of the meeting elected by the Board of Directors.
The chairman of the meeting shall decide upon all questions
of procedure, voting and voting results.”
As a result of this amendment, the existing 2nd paragraph
of Article 8 on voting procedures will be deleted.
F. Article 9, 9th paragraph, of the Articles of Association
The Board of Directors proposes that the wording in the
Articles of Association to the effect that the Board of Directors may
be granted emoluments be deleted. It is not a requirement for
granting emoluments to the Board of Directors that a provision to
this effect is included in the Articles of Association. The general
meeting may therefore still decide to grant emoluments to the
members of the Board of Directors in addition to the fixed
remuneration. Moreover, the word ”fixed” will be deleted in the
first line. The new wording will read as follows:
”The members of the Board of Directors shall receive remuneration
the size of which shall be determined by the general meeting.”
6: The Board of Directors proposes that the chairman of the meeting
with full right of substitu-tion be authorised to apply for registration
of the resolutions passed and to make any such amendments
thereto as may be required or requested by the Danish Commerce
and Companies Agency or any other public authority as a condition
for registration or approval.
****
The proposals made in items 2 and 3 are interconnected. If the
proposal made in item 3 to cancel the share classes is not carried,
the proposal made in item 2 will lapse. This implies a combined
voting on items 2 and 3.
The Board of Directors notes that prior to the merger of the share
classes, an application will be made for trading in the class A shares
under the same ISIN code as the class B shares.
The proposals made under items 1 and 6 are passed by
a simple majority of votes.
The proposals made under items 2-5 are adopted by 2/3 of the
votes cast as well as of the voting share capital represented
at the general meeting.
It is noted that the following additional voting requirements apply:
The proposal made in item 3 with respect to adoption of the merger
of the share classes is subject to the adoption of the proposal
by holders of class A shares holding no less than 2/3 of the A share
capital represented at the general meeting, and the proposal made in
item 3 with respect to the resolution to register the class B shares in
the name of the holder is subject to the adoption by holders of class B
shares holding no less than 2/3 of the B share capital repre-sented at
the general meeting.
Adoption of the proposal made in item 4 is furthermore subject to
shareholders representing 25% of the entire voting share capital
voting in favour of the proposal.
____________________________________________________________________________
The agenda and the complete proposal will be made available for the
shareholders' inspection at the Company's offices at Peter Bangs Vej 15,
7600 Struer, Denmark, as from 24 February 2009.
This notice is published in accordance with the requirements set out
in Article 7 of the Articles of Association; however, for economical reasons,
it is forwarded only to shareholders having so requested. If you wish
to receive this notice and/or the complete proposals, please contact
VP on tel. +45 43 58 88 91.
Any shareholder or proxy shareholder is entitled to attend the general
meeting, provided that the shares of such shareholder are registered in
the register of shareholders by name or that the shareholder has given
notice of and documented his/her acquisition and, against presentation
of a valid identity card, has requested an access card on or before
Friday, 27 February 2009. Shareholders who have acquired shares
by transfer shall only be entitled to vote in respect of such shares,
if they are registered in the name of the holder in the Company's
register of shareholders at the time when the general meeting is
convened (i.e., 10 February 2009), or if the shareholder or if the
shareholder has notified and documented his/her purchases to the
Company prior to that date.
Admission cards to the general meting may be obtained on
Bang & Olufsen's website: www.bang-olufsen.com, or by
contacting VP Investor Services on tel. +45 43 58 88 91.
If you are unable to participate in the general meeting,
Bang & Olufsen a/s's Board of Directors would appreciate it
if you would be so kind as to submit an authorisation for the proxy
to vote on your behalf in respect of your shares. If you wish to submit
an authorisation, please fill in the authorisation form available at
www.bang-olufsen.com, or which may be ordered upon request to
VP on tel. +45 43 58 88 91.
On the date of this notice, Bang & Olufsen a/s's share capital totals
a nominal amount of DKK 120,813,380 of which a nominal amount
of DKK 10,855,430 is in class A shares and a nominal amount of
DKK 109,957,950 is in class B shares divided into shares of
DKK 10 each or any multiples thereof. Each class A share
amount of DKK 10 carries 10 votes and each class B share
amount of DKK 10 carries 1 vote at general meetings.
Struer, 10 February 2009
BOARD OF DIRECTORS
