17 March 2009
Company Announcement No. 07-09
Notice of the Annual General Meeting of Søndagsavisen a-s
Notice is hereby given of the Annual General Meeting of Søndagsavisen a-s to be
held for the financial year ended 31 December 2008.
The Annual General Meeting takes place at the following address:
Ingeniørforeningens Mødecenter A/S
Kalvebod Brygge 31-33
1780 København V
Friday, 3 April 2009 at 3:00 p.m.
The agenda is as follows in accordance with article 9 of the Articles of
Association:
1. Appointment of chairman of the meeting.
2. Presentation of Management's review on the Company's activities in the past
year.
3. Presentation of the audited Annual Report and resolution to adopt the Annual
Report.
4. Resolution to discharge the members of the Board of Directors and Management
from their obligations.
5. Resolution concerning appropriation of profit or covering of loss according
to the adopted Annual Report.
6. Resolutions proposed by the Board of Directors or resolutions, if any,
proposed by shareholders.
- Resolutions proposed by the Company's Board of Directors:
A. To pass a resolution to reduce the Company's share capital by a nominal
amount of DKK 11,125,000 through cancellation of treasury shares. The capital
reduction is intended to serve the purpose mentioned in paragraph 2 of section
44a (1) of the Danish Companies Act. The treasury shares were acquired for a
total purchase price of DKK 72,718,000. This amount exceeds the nominal
reduction amount by DKK 61,593,000. The Board of Directors is authorised to
carry out and eventually register the capital reduction.
By way of information, it is added that the capital reduction will be carried
out in compliance with Part 7 of the Danish Companies Act and is expected to be
completed a good three months after passing of the resolution and that the
Company's share capital is DKK 111,400,000 before completion of the capital
reduction and DKK 100,275,000 after completion of the capital reduction.
B. To pass a resolution to adopt a special acquisition programme authorising
the Board of Directors to acquire on behalf of the Company a total nominal
amount of DKK 19,052,250 of the share capital before the next Annual General
Meeting in 2010. The special acquisition programme assumes that the Company's
holding of treasury shares is reduced once or several times by a capital
reduction in the form of cancellation of shares in accordance with the
provisions of the Danish Companies Act so that the 10 per cent limit set out in
section 48 (1) of the Danish Companies Act is not exceeded. The shares will be
acquired under the acquisition programme at a market price of + / - 5 per cent.
However, the total market value of treasury shares acquired must not exceed DKK
55 million. The Board of Directors is authorised to cancel or reduce the
acquisition where this is found to be commercially advantageous or otherwise
where dictated by the Company's capital conditions.
C. To authorise the Board of Directors to decide on the distribution of an
extraordinary dividend, cf. the provisions of section 109a of the Danish
Companies Act.
The resolution involves an amendment to the Articles of Association, a new
article 6 being inserted in the Articles of Association. As a result, the
subsequent articles of the Articles of Association will move down and be
renumbered.
Article 6 of the Articles of Association will then read as follows:
At the Company's Annual General Meeting held on 3 April 2009, the General
Meeting authorised the Board of Directors to decide on the distribution of an
extraordinary dividend, cf. section 109a of the Danish Companies Act.
D. To authorise the Board of Directors to decide on the use of electronic
communication between the Company and the Company's shareholders, cf. the
provisions of section 65b of the Danish Companies Act.
E. To authorise the Board of Directors to decide on the use of an electronic
general meeting, whether in whole or in part, cf. the provisions of section 65a
(2) and (1) of the Danish Companies Act.
Resolutions D and E as specified above involve an amendment to the Articles of
Association, new provisions being inserted in articles 8.6 - 8.15 of the
Articles of Association.
Article 8 of the Articles of Association will then read as follows:
Article 8
General Meetings
8.1 The General Meeting is the ultimate authority in all matters relating to the
Company within the limits laid down by law and these Articles of Association.
8.2 The Company's General Meetings shall be held in Greater Copenhagen at a
place designated by the Board of Directors. The Annual General Meeting shall be
held every year before the end of April.
8.3 Extraordinary General Meetings shall be held at the decision of the General
Meeting whenever, the Board of Directors or the auditors appointed by the
General Meeting shall think fit or if a request to this effect is made by
shareholders holding together one-tenth of the Company's total share capital.
Such request shall be forwarded to the Board of Directors in writing and state
the matter to be addressed.
Extraordinary General Meetings shall be called within fourteen days after
receipt of the request by notice as prescribed in Article 8.4.
8.4 General Meetings shall be called by the Board of Directors with at least
eight days' and no more than four weeks' notice by unregistered mail to all
registered shareholders and by advertisement in one national daily newspaper and
in Søndagsavisen, respectively.
The notice of meeting shall include the agenda and shall give the most
important parts of any resolutions requiring qualified majority including
resolution for amendment of the Articles of Association.
8.5 All shareholders are entitled to request that specific matters, including
proposals, be considered at the Company's General Meeting.
Matters to be discussed at General Meetings shall be sent in writing to the
Board of Directors in due time for their inclusion in the agenda for the General
Meeting in question, which, as far as the Annual General Meeting is concerned,
is usually no later than 5 weeks prior to the date fixed for the Annual General
Meeting.
Electronic communication
8.6 The Board of Directors shall be authorised to decide to use electronic
document interchange as well as electronic mail in the communication between the
Company and the shareholders (electronic communication) instead of sending or
presenting paper-based documents. The authorisation comprises the following
documents: notices convening general meetings, proposed resolutions to amend
the articles of association, complete resolutions, submission of agendas,
announcement of financial results, annual report, interim report, quarterly
report, company announcements, financial calendar, minutes of general meetings,
application forms, prospectuses and admission cards as well as any other general
information from the Company.
8.7 Any information about the requirements relating to the systems used and
about the procedure of using electronic communication as well as any other
technical information of relevance can be found on the Company's website.
8.8 All shareholders registered by name shall at the request of the Board of
Directors state their electronic mail address to the Company and update such
address on an ongoing basis. It shall be up to the shareholder to ensure that
the Company's electronic address is at all times correct. The Company may at any
time in each specific case choose also to communicate with the shareholders by
unregistered mail. For a certain period of time the Company may enter into an
arrangement with specific shareholders, according to which communication with
these is by unregistered mail.
Electronic General Meeting
8.9 The Board of Directors shall be authorised to determine that General
Meetings shall be held electronically whether in whole or in part.
8.10 The Board of Directors shall ensure that Electronic General Meetings are
held in a secure manner and that the system used is so organised that
legislative requirements for the holding of General Meetings are complied with,
including in particular shareholders' right to attend, speak at and vote at the
General Meeting. The system shall make it possible to establish which
shareholders are participating, the amount of the share capital and the voting
rights they represent as well as the voting results.
8.11 Through their own links the shareholders are connected to a virtual forum
at which the General Meeting is held. The Board of Directors shall determine
the detailed requirements for the electronic systems used at an Electronic
General Meeting. The shareholders shall pay their own costs connected with
their participation in an Electronic General Meeting.
8.12 The notice convening the Electronic General Meeting shall specify the
detailed requirements for the electronic equipment to be used in attending the
General Meeting. In addition, it shall specify how to register and where the
shareholders can find information about the procedure used in connection with
the General Meeting.
8.13 Any questions that the shareholders may have in relation to the agenda and
any other documents for use at the General Meeting shall be received by the
Company not later than one week before the General Meeting is held.
8.14 In connection with the holding of an Electronic General Meeting, the
Company may decide to use electronic document interchange as well as electronic
mail in the communication between the Company and the shareholders in
accordance with articles 8.6 - 8.8 of the Articles of Association instead of
sending or presenting paper-based documents.
F. That the General Meeting shall pass a resolution to amend article 4.3 of the
Articles of Association as the Copenhagen Stock Exchange is now NASDAQ OMX
Copenhagen. The first sentence of article 4.3 will then read as follows:
When listed on NASDAQ OMX Copenhagen, the shares will be issued through the
Danish VP Securities Services.
G. That the General Meeting shall decide to amend article 7.6 of the Articles
of Association because Aktiebog Danmark has changed its name to I-nvestor
Danmark A/S. The second sentence of article 7.6 will then read as follows:
The register of shareholders shall be kept by I-nvestor Danmark A/S, Kongevejen
418, DK-2840 Holte, and shall be available in accordance with the provisions of
the Danish Companies Act.
H. That the General Meeting shall decide that in future the Company is only to
have one accounting company. The proposed resolution will involve an amendment
to the Articles of Association. Article 17.1 will read as follows:
The Company's Annual Report and its financial statements shall be audited by
one or more state authorised public accountants from an accounting company
appointed by the General Meeting. The accounting company shall be appointed for
one year at a time.
7. Election of members to the Board of Directors.
8. Appointment of auditors.
9. Any other business.
Admission cards for the General Meeting can be obtained by sending in the
enclosed registration form or by ordering cards via the Company's website. The
registration form or electronic order must be received by I-Investor Danmark A/S
by 31 March 2009 at 3:30 p.m.
Shareholders wishing to appoint a proxy must complete, date and sign the
enclosed Form of Proxy or a similar form on the Company's website. Irrespective
of medium used, the proxy must also be received by I-Investor Danmark A/S by 31
March 2009 at 3:30 p.m.
The agenda and the audited Annual Report as well as the complete resolutions for
amendments to the Articles of Association are available for inspection at the
Company's offices in accordance with the Articles of Association.
The Company's total nominal share capital is DKK 111,400,000.
The Company's share capital is divided into shares of DKK 5 nominal value each.
Each share carries one vote.
Yours sincerely
Søndagsavisen a-s
Richard Bunck
Chairman of the Board of Directors