Announcement No. 3 -2009
7 April 2009
Notice to convene the Annual General Meeting of Netop Solutions A/S
Pursuant to article 5 of the articles of association, notice is hereby given
that the Annual General Meeting of Netop Solutions A/S will be held at 14.00 on
Thursday, 30 April 2009 at the IDA Conference Centre, Kalvebod Brygge 31-33,
DK-1560 Copenhagen V.
Agenda:
The Board of Directors' report on the company's activities during the past year.
Presentation of the audited annual report for approval.
The Board of Directors' proposal for the application of profit or treatment of
losses in accordance with the annual report as approved.
Election of members to the Board of Directors.
The Board of Directors proposes
that the current directors Ib Kunøe, Jan Elbæk, Peter Scüpbach and Henning
Hansen be re-elected.
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.
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.
The Board of Directors' proposed amendments to the articles of association:
Any other business
The agenda, the proposed resolutions set out verbatim and the audited annual
report for 2008 will be available for inspection by shareholders at the
company's offices at Bregnerødvej 127, DK-3460 Birkerød from 8 April 2009.
At the date of this notice to convene the Annual General Meeting, the share
capital of Netop Solutions A/S amounted to a nominal value of DKK 21,045,540
consisting of 4,209,108 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 Monday, 27
April 2009 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.netop.com, from Wednesday, 8 April 2009 until
Monday, 27 April 2009, both days inclusive.
Copenhagen, 7 April 2009
The Board of Directors of Netop Solutions A/S
Complete proposals to be submitted for approval at
the Annual General Meeting of Netop Solutions A/S
to be held on Thursday, 30 April 2009 at 14.00
Re 3: The Board of Directors proposes that no dividend be paid in respect of the
2008 financial year.
Re 6: The Board of Directors proposes that the shareholders renew the authority
granted to the Board of Directors at the annual general meeting held in 2008 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.”
At the date of this notice to convene the Annual General Meeting, the share
capital of Netop Solutions A/S amounted to a nominal value of DKK 21,045,540
consisting of 4,209,108 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 Monday, 27
April 2009 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.netop.com, from Wednesday, 8 April 2009 until
Monday, 27 April 2009, both days inclusive.
Copenhagen, 7 April 2009
The Board of Directors of Netop Solutions A/S
Contact
CEO Kurt Bager CFO Claus Finderup Grove
Tel.: +45 45 90 25 25 Tel: +45 45 90 25 25
E-mail:kgb@netop.com Email: cfg@netop.com
About Netop Solutions A/S
Netop Solutions A/S, formerly Danware A/S, develops and markets software
solutions enabling swift, stable and secure transfer of screen images, sound and
data between two or more computers. The company has three core business areas:
Administration, Education and Communication. The core product within Netop
Administration, Netop Remote Control, enables remote control of one or more
computers. Netop Education consists of Netop and Vision software solutions for
e.g. computer-based classroom teaching. Netop Communication is a modern unified
communications solution integrating web, video and audio conferences, secure
chat, single-click talking and desktop and file sharing. Netop Solutions has
subsidiaries in the US, UK, China, Germany and Switzerland, and Netop solutions
are sold in more than 80 countries. Netop Solutions A/S (formerly Danware A/S)
is listed on the Nasdaq OMX Nordic Exchange Copenhagen and is a component of the
SmallCap+ index. For more information, go to www.netop.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.
