The Board of Directors hereby convenes to annual general meeting in
FirstFarms A/S, CVR: 28 31 25 04.
The annual general meeting will be held on Tuesday 21 April 2008 at 5
p.m. in Conference centre Hotel Legoland, Aastvej 10B, DK-7190
Billund
Agenda:
1. Management's report on the company's activities
2. Presentation and adoption of the annual report
with auditor's report for approval and dis-charge of the Board of
Directors from their obligation, having adopted the accounts
3. Decision about utilisation of profit or covering
of loss according to the approved annual report
4. Election of Board members
5. Election of auditor
6. Proposals from the Board of Directors and the
shareholders
a. Amendment to the company's Articles of
Associations
b. Authorisation to acquire own shares
c. Authorisation to the chairman of the meeting
7. Any other business
Ad 1: The Board of Directors proposes to take cognizance of the
verbal statement from the chairman of the Board of Directors on the
annual general meeting.
Ad 2: The Board of Directors proposes that the audited annual report
is approved and to discharge the Board of Directors from their
obligation, having adopted the accounts.
Ad 3: The Board of Directors proposes that the accounts loss of DKK
22,018,000.00 is carried forward to next year. Payment of dividend is
not proposed.
Ad 4: The Board of Directors proposes re-election of Henrik Hougaard,
Lars Thomassen, Kjeld Iversen and Jens Møller. The Board of Directors
proposes that Per Villumsen is elected to replace Stig Andersson, who
is not re-nominated. Information about the different members'
lea-dership functions can be found in the annual report, whereas
information about Per Villumsen can be found on the company's website
www.firstfarms.com.
Ad 5: The Board of Directors proposes re-election of KPMG
Statsautoriseret Revisionspartnerskab as the company's auditor.
Ad 6a As a result of the decision on the general meeting on 11
December 2008 to decrease the company's share capital by changing the
denomination of the company's shares from DKK 100 to DKK 10, the
Board of Directors proposes the following consequential corrections
in the company's Articles of Association:
i. After "DKK 5,000,000.00" in the Articles of
Associations' item 6.1 is added "(changed to DKK 500,000.00 on 21
April 2009)"
ii. After "DKK 2,750,000.00" in the Articles of
Associations' item 6.1 (a) is added "(changed to DKK 275,000.00 on 21
April 2009)"
iii. After "DKK 1,250,000" in the Articles of
Associations' item 6.1 (b) is added "(changed to DKK 125,000.00 on 21
April 2009)"
iv. In the Articles of Association item 6.2"DKK
5,000,00.00" is changed to "DKK 500,000.00"
v. After "DKK 5,000,00.00" in the Articles of
Associations' appendix 6.1 (a), item 1.1 is added "(changed to DKK
500,000.00 on 21 April 2009)"
vi. After "DKK 2,750,000.00" in the Articles of
Associations' appendix 6.1 (a), item 1.2 is added "(changed to DKK
275,000.00 on 21 April 2009)
vii. After "DKK 100" in the Articles of Associations'
appendix 6.1 (a), item 2.1 is added "(changed to DKK 10 on 21 April
2009)
viii. After "DKK 100" in the Articles of Associations'
appendix 6.1 (a), item 6.2 (i) is added "(changed to DKK 10 on 21
April 2009)
ix. After "DKK 5,000,000.00" in the Articles of
Associations' appendix 6.1 (b), item 1.1 is added "(changed to DKK
500,000.00 on 21 April 2009)x. After "DKK 1,250,000.00" in the
Articles of Associations' appendix 6.1 (b), item 1.2 is added"(changed to DKK 125,000.00 on 21 April 2009)
xi. After "DKK 100" in the Articles of Associations'
appendix 6.1 (b), item 2.1 is added "(changed to DKK 10 on 21 April
2009)
Furthermore the Board of Directors proposes the following
changes to the Articles of Association:
xii. In the Articles of Associations' item 5.4,"Aktiebog Danmark" is changed to "I-NVESTOR DANMARK A/S" as a result
of the shareholder register's change of name.
xiii. In the Articles of Associations' item 7.4 "OMX -
Den Nordiske Børs København A/S" is changed to "NASDAQ OMX Copenhagen
A/S" as a result of the stock exchange's change of name.
Ad 6b The Board of Directors proposes that the Board of Directors is
authorised, in the period until the next annual general meeting, to
let the company acquire own shares within a total nominal value of 10
% of the company's share capital, cp. § 48 in the Companies Act, at a
price that must not deviate more than 10 % from the price quoted at
the time of such purchase on NASDAQ OMX Copenhagen A/S.
Ad 6c The Board of Directors proposes that the chairman at the
meeting with substitution right is given authorisation to report the
adopted amendments of Articles of Association to The Danish Commerce
and Companies Agency.
The proposal under item 6a can be adopted by 2/3 of the casting votes
as well as the voting share capital represented on the annual general
meeting. The proposals under item 1 - 5 and 6b - 6c can be adopted by
simple majority of votes.
Any share holder, who has informed the company of its participation
at the latest Thursday 16 April 2009, and has received an admission
card, is entitled to, personally or by power of attorney, to
participate in the annual general meeting. Admission card is issued
to the registered share holder in the company's register of
shareholders or by showing a statement, not older than 5 days, from
The Securities Centre or from an accounting financial institution.
Enrolment and reservation of admission card to the annual general
meeting must be submitted on the company's home page
www.firstfarms.com or received by I-NVESTOR DANMARK A/S, Kongevejen
118, DK-2840 Holte, phone number +45 45 46 09 99 at the latest
Thursday 16 April 2009. Power of attorney must be submitted on the
company's website within the same deadline.
The agenda, the complete proposals and the annual report with
auditor's report is available for inspection to the share holders on
the company's office, Aastvej 10B, DK-7190 Billund as from Wednesday
8 April 2009, and is at the same time forwarded electronically to
each registered share holder, who has requested for it.
The company's nominal share capital amounts to DKK 471,224,100
distributed on 4,712,241 shares of DKK 100. Every share amount of
nominal DKK 100 gives 1 vote. On the company's extraordinary general
meeting on 11 December 2008 decision was taken to decrease the share
capital without payment to the company's shareholders. The decision
has been published but the implementation is awaiting the expiration
of the proclamation period on 21 April 2009. After implementation of
the capital decrease the company's nominal share capital will
constitute DKK 47,122,410 distributed on 4,712,241 share of DKK 10.
After the annual general meeting, a light meal will be served.
April 2009
The Board of Directors
