STOCK EXCHANGE ANNOUNCEMENT NO. 321
Notice of Annual General Meeting
You are invited to attend the Company's Annual General Meeting to be held on
Thursday, 30 April 2009 at 1:00 p.m.
at
RADISSON SAS FALCONER HOTEL & CONFERENCE CENTER,
THE FALCONER HALL (Falconer Salen)
Falkoner Allé 9, 2000 Frederiksberg, Denmark
After the General Meeting, a light meal will be served.
Agenda:
1. Management's review of the Company's activities in 2008.
2. Submission for approval by the General Meeting of the audited 2008 Annual
Report, including proposed fee for the members of the Supervisory Board.
3. Resolution on the appropriation of profit in accordance with the approved
2008 Annual Report.
The Supervisory Board proposes appropriation of DKK 0,00 in profit per share.
4. Election of members of the Supervisory Board
The members up for election are:
Kurt K. Larsen
Erik B. Pedersen
Per Skov
Hans Peter Drisdal Hansen
Kaj Christiansen
Background information about the candidates up for re-election is included.
The Supervisory Board proposes re-election with the exception of Hans Peter
Drisdal Hansen, who does not apply for re-election.
The Supervisory Board also nominates Annette Sadolin for election to the
Supervisory Board.
Background information on the candidate nominated for election is included.
5. Election of auditors.
The Company's auditors are Ernst & Young, Godkendt Revisionsaktieselskab (CVR
nr. 26 05 23 94).
The Supervisory Board proposes re-election of Ernst & Young.
6. Proposed resolutions.
7. Any other business.
Re item 6:
The following amendments to the Articles of Association have been proposed:
(A) By the Supervisory Board:
Article 4b should be worded as follows:
"At the Annual General Meeting on 30 April 2009, the shareholders adopted new
general guidelines for incentive pay for Executive Board members.
The guidelines have been published on the corporate website."
(B) By the Supervisory Board:
Article 5 should be worded as follows:
"No shareholder is obliged to have his shares redeemed in full or in part.
Shares in the Company must be issued in the name of the holder and recorded in
the Company's register of shareholders.
The negotiability of the shares is not restricted in any way."
Adoption of the proposed resolution requires a qualified majority. The
resolution must therefore be carried by at least two thirds of the votes cast
and of the voting share capital represented at the Annual General Meeting, see
section 78 of the Danish Public Companies Act.
(C) By the Supervisory Board:
The Company's authorised registrar, VP Investor Services A/S, has changed its
registered office address.
Accordingly, Article 5a of the Articles of Association should be worded as
follows:
"The Company's register of shareholders is kept by the registrar appointed by
the Supervisory Board:
VP Investor Services
Weidekampsgade 14
2300 København S
Denmark"
This amendment to the Articles of Association will be implemented without a
vote.
Comments on the resolutions proposed:
Resolution A:
The proposal implies a minor revision of the corporate guidelines for adoption
of incentive programmes following the shareholders' resolution on 30 April
2008.
The major part of the guidelines was implemented already in connection with the
shareholders' resolution on 30 April 2007, and these provisions are maintained
in the present proposal, with the exception of the revision at 30 April 2008.
Due to the temporary enlargement of the Executive Board in 2008, it was
resolved at the General Meeting on 30 April 2008 to increase the number of
share options grantable to Executive Board members from 10% to 15%. Already at
the General Meeting, it was announced that the revision of the current rules
was temporary, and that another revision of the guidelines was anticipated at
the General Meeting in 2009.
Accordingly, a revision of the guidelines is proposed to the effect that
Executive Board members may not, in any one year, receive more than 10% of all
share options granted to employees in any one year, as against the current 15%.
The rules have been combined in Annex 1 to this notice and must be adopted by
the General Meeting to enter into force. After the General Meeting, the rules
will be published on the corporate website so that everybody will be able at
all times to become familiar with the incentive policy applicable to all
employees of the Group.
Resolution B:
The main rule already today is that it is a precondition for exercising the
usual rights in DSV, such as casting of votes at the Company's General Meeting,
that the shares are recorded in the name of the holder, see Article 13 of the
Articles of Association.
It is therefore proposed that shares in the Company generally be reclassified
as registered shares without imposing any restrictions on the negotiability of
the shares.
This will improve the possibilities of direct communication with all the
Company's shareholders about Company matters, exercise of pre-emption
procedures and similar administration of shareholders' rights.
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Admission cards with voting papers for the Annual General Meeting may be
requested until 27 April 2009 at 4:00 p.m. by using the enclosed form or
contacting VP Investor Services on tel. +45 43 58 88 66 or at www.uk.vp.dk/agm
or www.dsv.com.
If you are prevented from attending the Annual General Meeting, you may
authorise the Supervisory Board of DSV A/S to vote on your behalf by filling in
the enclosed form and sending it to DSV A/S, Banemarksvej 58, 2605 Brøndby,
Denmark. We must have received the form by 27 April 2009.
Pursuant to section 73(5) of the Public Companies Act, it should be noted that
the share capital of DSV A/S has a nominal value of DKK 190,150,000.00, and
each share amount of DKK 1 entitles its holder to one vote at the General
Meeting. The issuer of shares is Danske Bank through which shareholders can
exercise their financial rights.
Yours sincerely,
DSV
Kurt K. Larsen Jens Bjørn Andersen
Chairman of the Supervisory Board CEO
