NASDAQ OMX Copenhagen
Announcement no. 11/2009
Extract from Minutes of General Meeting
On Wednesday 29 April 2009, at 3 pm the Annual General Meeting of Maconomy A/S
was held at the Company's address, Vordingborggade 18-22, DK-2100 Copenhagen Ø.
The general meeting was convened with the following agenda:
1. The board of directors' statement on the company's business in the past
year.
2. Submission of the company's audited annual report and consolidated annual
report for adoption.
3. Decision on the allocation of profits or cover of losses according to the
adopted annual report.
4. Election of members for the board of directors.
5. Election of auditor.
6. Proposals from the board of directors:
a. Authorisation to the board of directors to let the company acquire its
own shares up to 10% of the share capital, cf. section 48 of the Danish Public
Companies Act, in the period until the next annual general meeting at a maximum
and minimum acquisition price equivalent to the stock market price plus 10
percent. At the same time it is proposed that the required amendments be made
to the company's articles of association.
b. Authorisation to the board of directors for a period of 5 years counting
from 29 April 2009, to increase the company's share capital with respect of the
preferential rights of subscription conferred upon the company's shareholders,
by up to a nominal value of DKK 10,000,000 through cash payment to listed
market price, cf. section 37 of the Danish Public Companies Act. At the same
time it is proposed that the required amendments be made to the company's
articles of association.
c. Amendment to article 5.1 of the articles of associations and article
6.1.1 in appendix 4 to the articles of association as a consequence of Aktiebog
Danmark A/S' change of name to I-nvestor Danmark A/S.
d. Amendment to articles 6 of the articles of associations and article 6.1.1
in appendix 4 to the articles of association as a consequence of
Værdipapircentralen A/S' change of name to VP Securities A/S.
e. Amendment to article 9.2 of the articles of associations by changing the
information that the shareholders are required to give in connection with their
requisition of an admission card to the company's general meetings.
f. Amendment to article 11.1of the articles of associations by insertion of
a reference to the employee elected members to the board of directors.
g. Amendments to articles 7.4, 20, 21 and 22 of the articles of
associations, including deletion of article 20 of the articles of association
and amendment of references and the numbering of articles 7.4, 21 and 22 of the
articles of association.
7. Proposals from the shareholders.
8. Miscellaneous.
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Re. 1 - The board of directors' statement on the company's business in the past
year.
The statement of the board of directors was taken into account.
Re. 2 - Submission of the company's audited annual report and consolidated
annual report for adoption.
Approval of the company's audited annual report and consolidated annual report
was adopted unanimously.
Re. 3 - Decision on the allocation of profits or cover of losses according to
the adopted annual report and the consolidated annual report.
The proposal for carrying the profit after deduction of tax for the year of DKK
0,2 million forward to "retained earnings" under equity and thereby to the next
financial year, and that no dividend is paid out to the company's shareholders
for 2008 was adopted unanimously.
Re. 4 - Election of members to the board of directors
The proposal for the election of Thomas David Hartwig, John Andersen, Jens
Christian Lorenzen and Henrik Egefeld Schimming as members of the company's
board of directors was adopted unanimously.
It was noted that on 25 March 2009 Carsten Elvers has been re-elected and that
Kell Møller has been elected as employee representatives in the board of
directors, and that Søren B. Larsen and Jan Jensen, respectively, on the same
date, have been elected alternating directors for Carsten Elvers and Kell
Møller, respectively.
Re. 5 - Election of auditor
The proposal for the re-election of PricewaterhouseCoopers Statsautoriseret
Revisionsaktieselskab as the Company's auditors was adopted unanimously.
Re. 6 - Proposals from the board of directors
All proposals of the board of directors were adopted unanimously.
Re. 7 - Proposals from the shareholders
No proposals to be debated.
Re. 8 - Miscellaneous
No proposals to be debated.
As Chairman and secretary of meeting:
Niels Chr. Ellegaard
Attorney, Plesner
For additional information on this announcement contact:
Hugo Dorph, CEO, tel. +45 35 27 24 24, email: hdo@maconomy.com
Klaus Juhl Wulff, CFO, tel. +45 35 27 23 67, email: kjw@maconomy.com
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This announcement has been prepared in Danish and English. The Danish version
is to be considered the original version for official purpose and in case of
any discrepancies between the two versions the Danish version shall prevail.
