Pursuant to the company's Articles of Association, notice is hereby given that
the Annual General Meeting of Danionics A/S will be held on Thursday, 30 April
2009 at 3 pm at the Danish Architecture Centre, Strandgade 27B, DK-1401
Copenhagen K, Denmark.
Agenda of the Annual General Meeting:
1. Management's report on the company's activities during the past year.
2. Presentation of the annual report with the auditor's report and the
management's review.
3. Approval of the income statement and the balance sheet and resolution to
discharge the Board of Directors and the Management Board from liability.
4. Resolution on the distribution of profit or covering of loss, as the case
may be, according to the annual report as approved.
5. Resolution proposed by the Board of Directors to amend Article 4.1. in the
Articles of Association.
6. Election of members to the Board of Directors.
7. Appointment of auditors.
8. Any other business.
Re item 5:
In item 5 of the agenda the Board of Directors proposes to amend Article 4.1.
of the Articles of Association to read as follows:
“The Company's shares are registered in VP Securities A/S. Payment of dividend
is calculated by VP Securities A/S and the dividend will be deposited on the
bank account, of which VP Securities A/S has received information in accordance
with the rules hereof. Dividend, which has not been withdrawn within a period
of 5 years shall be assigned to the Company.”
The reason for the Board of Directors' resolution in item 5 of the agenda is
that the Værdipapircentralen on 16 March 2009 has changed its name from
Værdipapircentralen A/S to VP Securities A/S.
The adoption of the resolution proposed in item 5 of the agenda requires that
the resolution is adopted by at least two-thirds of both the votes cast and the
voting share capital represented at the general meeting.
Re item 7:
In item 7, the Board of Directors proposes the re-appointment of KPMG
Statsautoriseret Revisionspartnerselskab (CVR-no. 30700228) as auditors.
The share capital amounts to DKK 13,964,524, divided into 13,964,524 shares of
DKK 1 nominal value each. Each share of DKK 1 carries one vote. Any shareholder
who has acquired shares by transfer will not be entitled to exercise any voting
rights attaching to such acquired shares until the shares have been recorded in
the company's register of shareholders, or the shareholder has given notice of
and has documented his acquisition prior to the date on which the relevant
general meeting was convened.
I-NVESTOR Danmark A/S, Kongevejen 118, DK-2840 Holte, Denmark is the company's
Registrar.
The bank appointed by the company is Nordea Bank Danmark A/S, Vesterbrogade 8,
0900 Copenhagen C, Denmark, through which the shareholders can exercise their
financial rights.
In order to be admitted to the general meeting, an admission card for
shareholders and any accompanying persons must be presented at the entrance.
Admission cards can be obtained by sending an e-mail to investor@danionics.dk
with statement of name, address and VP-number or by filling in and returning
the registration/proxy form to Danionics A/S c/o DAHL, Lersø Parkallé 42, 2nd
floor, DK-2100 Copenhagen Ø, fax +45 70 30 05 56. The form can be printed out
from the website www.danionics.dk.
Orders for admission cards and any proxies to the Board of Directors must be
received no later than 27 April 2009 at noon. The instrument of proxy must be
dated and in writing, and the date must not precede the general meeting by more
than 12 months. Proxies issued to the Board of Directors will, however, be
given in respect of a specific general meeting with an agenda known in advance.
A shareholder must document his title to shares in the company either by such
title being recorded in the company's register of shareholders or by presenting
documentation from the shareholder's custodian bank, such documentation having
been issued not more than 14 days prior to the date of his request for an
admission card.
Equity analysts and the press may be admitted to the general meeting on
approval on or before 27 April 2009, and they are requested to contact Jette
Holm on tel. +45 70 23 81 30 or on e-mail investor@danionics.dk.
This notice with the agenda will be reported by the company to NASDAQ OMX
Copenhagen A/S, and then no later than 20 April 2009 it will be published on
the computer information system of the Danish Commerce and Companies Agency and
in the newspaper Jyllands-Posten and will be sent to any registered shareholder
who has requested receipt of written notices of general meetings.
On or before 20 April 2009, the agenda of the general meeting with complete
proposals, the annual report with the auditor's report and the annual review
will be available for inspection by the shareholders at the offices of
Danionics A/S c/o DAHL, Lersø Parkallé 42, 2nd floor, DK-2100 Copenhagen Ø, and
it will also be sent to registered shareholders who have so requested.
Copenhagen, 15th April 2009
The Board of Directors of Danionics A/S
For additional information, please contact:
Henning O. Jensen, Chief Executive Officer, tel. +45 70 23 81 30
